UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 2014
 
AMERICAN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)

	

Delaware	 	001-35257	 	27-0855785	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
 	 	
1400 16th Street, Suite 310
Denver, Colorado	 	80202	
(Address of principal executive offices)	 	(Zip Code)	

Registrant’s telephone number, including area code: (720) 457-6060
Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

		
¨
	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

		
¨
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

		
¨
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

		
¨
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Item 1.01 Entry into a Material Definitive Agreement.
Acquisition Agreement

On July 11, 2014, American Midstream, LLC (the “ Buyer ”), a wholly-owned subsidiary of American Midstream Partners, LP (the “ Partnership ”) entered into a Purchase and Sale Agreement (the “ Acquisition Agreement ”) with DCP LP Holdings, LLC (“ Seller ”), pursuant to which Buyer agreed to acquire from Seller all of the issued and outstanding shares of Centana Gathering, LLC (“ Centana ”), DCP Dauphin Island, LLC (“ DDI ”) and DCP Mobile Bay Processing, LLC (“ Mobile Bay ” and, together with Centana and DDI, the “ Purchased Entities ”), subject to the terms and conditions contained therein (the “ Acquisition ”).

Summary of the Terms of the Agreement

Consideration . Upon signing of the Acquisition Agreement, Buyer deposited with Seller $5,770,000 (“ Deposited Amount ”). Under the terms of the Acquisition Agreement, at the closing of the Acquisition, Buyer will pay Seller a purchase price of $115,400,000 in cash (including the Deposited Amount), subject to certain working capital adjustments.

Representations, Warranties, Covenants and Indemnifications . The Acquisition Agreement contains various representations, warranties, covenants and indemnification obligations of Buyer and Seller. The representations and warranties of each party set forth in the Acquisition Agreement have been made solely for the benefit of the other parties to the Acquisition Agreement and such representations and warranties should not be relied on by any other person. In addition, such representations and warranties (i) have been qualified by disclosures made to the other party in connection with the Acquisition Agreement, (ii) are subject to the materiality standards contained in the Acquisition Agreement which may differ from what may be viewed as material by investors and (iii) were made only as of the date of the Acquisition Agreement or such other date as is specified in the Acquisition Agreement.

Closing Conditions . The closing of the Acquisition is subject to the satisfaction or waiver of certain customary conditions to closing including, among others, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the absence of any law, regulation, order or injunction prohibiting the Acquisition. Each party’s obligation to consummate the Acquisition is subject to certain other conditions, including the material accuracy of the representations and warranties of the other party; there being no material adverse effect on the Purchased Entities after the signing of the Acquisition Agreement; and material compliance by the other party with its obligations under the Acquisition Agreement. The closing of the Acquisition is not subject to approval by the unitholders of the Partnership or to any financing condition. There can be no assurance that the anticipated benefits of the Acquisition will be realized.

A copy of the Acquisition Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Acquisition Agreement set forth herein is summary in nature and is qualified in its entirety by reference to the full text of the Acquisition Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Common Unit Purchase Agreement
On July 14, 2014, the Partnership entered into a Common Unit Purchase Agreement (the “ Unit Purchase Agreement ”) with certain institutional investors (the “ Investors ”) to sell 7,613,247 Common Units representing limited partner interests in the Partnership (“ Common Units ”) in a private placement (the “ Private Placement ”) at a price of $26.27 per Common Unit for aggregate consideration of approximately $200 million. If the closing date for the Private Placement is after the record date for the distribution to the Partnership's holders of Common Units with respect to the quarter ending June 30, 2014, the per unit purchase price shall be reduced by an amount equal to such per unit distribution, and the number of Common Units to be issued in the Private Placement shall be increased accordingly. The Partnership intends to use the net proceeds from the Private Placement to fund the purchase price for the Acquisition and for general partnership purposes. The Private Placement will be made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for an exemption from the registration requirements of Section 5 thereof. The Partnership paid a fee of approximately $2 million to Wells Fargo Securities, LLC in connection with its services as placement agent for the Private Placement.
Pursuant to the Unit Purchase Agreement, the Partnership agreed to indemnify the Purchasers and their respective officers, directors, and other representatives against certain losses resulting from any breach of the Partnership’s representations, warranties, or covenants contained therein. The closing of the Private Placement is subject to the closing of the Acquisition and certain other customary conditions. In addition, in connection with the closing of the Private Placement, the Partnership has agreed to register the common units purchased in the Private Placement no later than the earlier of (i) 5 days following the date the Partnership files a Form 8-K disclosing the financial statements required to be filed pursuant to Rules 3-05 and 11-01 of Regulation S-X promulgated

by the Securities and Exchange Commission and related to the Acquisition and (ii) 90 days following the closing of the Private Placement.
The foregoing description of the Unit Purchase Agreement set forth herein is summary in nature and is qualified in its entirety by reference to the full text of the Unit Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.
 
The information regarding the Private Placement set forth in Item 1.01 is incorporated in its entirety herein by reference. 
Item 7.01 Regulation FD Disclosure.
On July 14, 2014, the Partnership issued press releases announcing the Acquisition and the Private Placement. A copy of each press release is being furnished and is attached, respectively, as Exhibit 99.1 and Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the press releases shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and such exhibits be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Statements regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements as defined under the federal securities laws, including statements regarding the anticipated closing of the Acquisition and Private Placement and other aspects of the Acquisition. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties, and other assumptions that are difficult to predict and may be beyond the Partnership’s control, including market conditions, customary closing conditions, and factors described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 11, 2014 and Quarterly Report on Form 10‐Q for the quarter ended March 31, 2014 filed on May 12, 2014. If one or more of these risks or uncertainties materialize, or if underlying assumptions regarding the Acquisition prove incorrect, the Partnership’s actual results may vary materially from what management anticipated, estimated, projected, or expected.
Investors are encouraged to closely consider the disclosures and risk factors contained in the Partnership’s periodic reports filed from time to time with the Securities and Exchange Commission. The statements made in this Current Report on Form 8-K speak only as of the date hereof. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.           Description

		
2.1*	Purchase and Sale Agreement, dated July 11, 2014, by and among American Midstream, LLC and DCP LP Holdings, LLC	
10.1	Common Unit Purchase Agreement, dated July 14, 2014, by and among American Midstream Partners, LP and the purchasers named therein.	
99.1	Press Release regarding the Acquisition dated July 14, 2014.	
99.2	Press Release regarding the Private Placement dated July 14, 2014.	

* Pursuant to Item 601(b)(2) of Regulation S-K, the Partnership agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	
				
 	 	American Midstream Partners, LP	
 	 	
 	 	By: American Midstream GP, LLC,	
 	 	its General Partner	
 	 	 	
July 15, 2014	 	By:	/s/ Daniel C. Campbell	
 	 	Name:	Daniel C. Campbell	
 	 	Title:	Senior Vice President and Chief Financial Officer	

EXHIBIT INDEX

Exhibit No.           Description

		
2.1*	Purchase and Sale Agreement, dated July 11, 2014, by and among American Midstream, LLC and DCP LP Holdings, LLC	
10.1	Common Unit Purchase Agreement, dated July 14, 2014, by and among American Midstream Partners, LP and the purchasers named therein.	
99.1	Press Release regarding the Acquisition dated July 14, 2014.	
99.2	Press Release regarding the Private Placement dated July 14, 2014.	

* Pursuant to Item 601(b)(2) of Regulation S-K, the Partnership agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

Exhibit 2.1

PURCHASE AND SALE AGREEMENT 
 
between 
DCP LP HOLDINGS, LLC (“SELLER”)

and 

 AMERICAN MIDSTREAM, LLC (“BUYER”)

Dated

July 11, 2014 

TABLE OF CONTENTS
Page

ARTICLE I CERTAIN DEFINITIONS......................................................................... 1

1.1	Certain Defined Terms................................................................................ 1	
		
1.2	Other Definitional Provisions....................................................................14	
		
1.3	Headings....................................................................................................14	
		
1.4	Other Terms...............................................................................................14	
ARTICLE II THE TRANSACTION.............................................................................14

2.1	The Transaction..........................................................................................14	
		
2.2	Purchase Price............................................................................................14	
		
2.3	Purchase Price Allocation..........................................................................15	
		
2.4	Deposit.......................................................................................................15	
		
2.5	Tax Withholding.........................................................................................15	
ARTICLE III OTHER TRANSACTIONS, PRORATIONS AND SETTLEMENT 15

3.1	Estimated Purchase Price Determination...................................................15	
		
3.2	Post-Closing Purchase Price Reconciliation..............................................16	
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE SUBJECT INTERESTS...............................................................16

4.1	Organization, Good Standing and Authority..............................................17	
		
4.2	Enforceability.............................................................................................18	
		
4.3	Capitalization; Subject Interests................................................................18	
		
4.4	No Conflicts...............................................................................................19	
		
4.5	Consents, Approvals, Authorizations and Governmental Regulations; Permits.......................................................................................................20	
		
4.6	Taxes..........................................................................................................20	
		
4.7	Litigation....................................................................................................22	
		
4.8	Compliance with Laws..............................................................................22	
		
4.9	Contracts....................................................................................................22	
		
4.10	No Preferential Rights to Purchase............................................................23	
		
4.11	ERISA/Controlled Group Liabilities.........................................................23	
		
4.12	No Foreign Person.....................................................................................23	
		
4.13	Payments on Real Property Interests.........................................................23	
		
4.14	Sufficiency of the Assets............................................................................23	
		
4.15	Real Property..............................................................................................24	
		
4.16	Environmental Matters...............................................................................25	
		
4.17	Broker’s or Finder’s Fees...........................................................................25	
		
4.18	Labor Matters.............................................................................................25	
		
4.19	Insurance....................................................................................................26	
		
4.20	Capital Commitments................................................................................26	

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4.21	Indebtedness...............................................................................................26	
		
4.22	Organizational Documents .........................................................................26	
		
4.23	Bank Accounts ...........................................................................................26	
		
4.24	Books and Records....................................................................................26	
		
4.25	Derivative Contracts..................................................................................26	
		
4.26	Regulatory Status.......................................................................................26	
ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE NON-OPERATED INTEREST .................................................. 27

5.1	Organization, Good Standing and Authority..............................................27	
		
5.2	Capitalization.............................................................................................27	
		
5.3	No Conflicts...............................................................................................28	
		
5.4	Consents; Approvals; Authorizations and Governmental Regulations; Permits.......................................................................................................28	
		
5.5	Taxes..........................................................................................................28	
		
5.6	Litigation....................................................................................................28	
		
5.7	Compliance with Laws..............................................................................29	
		
5.8	Contracts....................................................................................................29	
		
5.9	Sufficiency of the Assets............................................................................29	
		
5.10	Environmental Matters...............................................................................29	
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER.................29

6.1	Organization, Good Standing and Authority..............................................29	
		
6.2	Enforceability.............................................................................................30	
		
6.3	No Conflicts...............................................................................................30	
		
6.4	Consents, Approvals, COF Authorizations and Compliance with Governmental Regulations.........................................................................30	
		
6.5	Litigation...................................................................................................30	
		
6.6	Independent Investigation.........................................................................30	
		
6.7	Available Funds.........................................................................................31	
		
6.8	Broker’s or Finder’s Fees...........................................................................31	
ARTICLE VII COVENANTS........................................................................................32

7.1	Conduct of Business................................................................................. 32	
		
7.2	Access Indemnity.......................................................................................34	
		
7.3	Effect of Casualty Loss..............................................................................35	
		
7.4	Names........................................................................................................35	
		
7.5	HSR Act Filings.........................................................................................35	
		
7.6	Regulatory Filings......................................................................................36	
		
7.7	Preservation of Records.............................................................................36	
		
7.8	Employees..................................................................................................37	
		
7.9	Credits and Receipts..................................................................................39	
		
7.10	Settlement of Intercompany Accounts and Termination of Intercompany Contracts....................................................................................................39	

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7.11	Idle Well Conductor Removal....................................................................40	
		
7.12	Like-Kind Exchange..................................................................................40	
		
7.13	Cooperation and Reasonable Efforts.........................................................40	
		
7.14	Resignation of Officers and Managers......................................................40	
		
7.15	Conveyance of the Transferred Assets......................................................40	
		
7.16	Termination of Derivative Contracts.........................................................41	
		
7.17	Confidentiality............................................................................................41	
		
7.18	Financial Statements..................................................................................41	
		
7.19	W&T Dispute.............................................................................................42	
ARTICLE VIII CONDITIONS TO CLOSING............................................................43

8.1	Conditions of BUYER and SELLER.........................................................43	
		
8.2	SELLER’s Conditions............................................................................... 43	
		
8.3	BUYER’s Conditions.................................................................................44	
ARTICLE IX CLOSING.................................................................................................45

9.1	Time and Place of Closing.........................................................................45	
		
9.2	Deliveries at Closing..................................................................................45	
ARTICLE X TERMINATION.......................................................................................46

10.1	Termination at or Prior to Closing.............................................................46	
		
10.2	Effect of Termination.................................................................................47	
ARTICLE XI INDEMNIFICATION.............................................................................47

11.1	Indemnification by BUYER..................................................................... 47	
		
11.2	Indemnification by SELLER.....................................................................47	
		
11.3	Deductibles, Caps, Survival and Certain Limitations................................47	
		
11.4	Notice of Asserted Liability; Opportunity to Defend................................48	
		
11.5	Effect of Investigation...............................................................................50	
		
11.6	EXCLUSIVE REMEDY .........................................................................50	
		
11.7	NEGLIGENCE AND STRICT LIABILITY WAIVER ........................51	
		
11.8	LIMITATION ON DAMAGES ..............................................................51	
		
11.9	BOLD AND/OR CAPITALIZED LETTERS ........................................51	
ARTICLE XII MISCELLANEOUS PROVISIONS....................................................51

12.1	Expenses....................................................................................................51	
		
12.2	Further Assurances.....................................................................................51	
		
12.3	Apportionment of Taxes; Transfer Taxes; Recording Fees........................52	
		
12.4	Assignment................................................................................................53	
		
12.5	Entire Agreement, Amendments and Waiver.............................................53	
		
12.6	Severability................................................................................................53	
		
12.7	Counterparts...............................................................................................53	
		
12.8	Governing Law and Dispute Resolution................................................... 53	
		
12.9	Notices and Addresses...............................................................................54	

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12.10	Press Releases............................................................................................55	
		
12.11	Offset.........................................................................................................55	
		
12.12	No Partnership; Third Party Beneficiaries.................................................55	
		
12.13	Negotiated Transaction..............................................................................55	
		
12.14	Schedules...................................................................................................56	

EXHIBITS
A        Form of Subject Interest Assignment
B        Form of BUYER’s Guaranty
C        Form of Non-Foreign Certificate
D        Form of Transition Services Agreement
E        Form of Vehicle Transfer Assignment
F        Form of Claims Management Agreement
G        Form of Cameron Assignment
H        Form of Venice Assignment
I        Form of XOM Assignments
J        Form of W&T Agency Agreement
K        Form of Escrow Agreement
L        Form of SELLER’s Guaranty

SCHEDULES
1.1(a)        Mobile Bay Plant and Plant Map
1.1(b)        Transmission System and Transmission System Map
1.1(c)        Gathering System and Gathering System Map
1.1(d)        Permits
1.1(e)        Contracts
1.1(f)        Vehicles
1.1(g)        BUYER’s Knowledge
1.1(h)        Intercompany Agreements
1.1(i)        MPOG System
1.1(j)        Permitted Encumbrances
1.1(k)        SELLER’s Knowledge
1.1(l)        Transferred Assets
4.5(a)        SELLER Required Consents
4.5(b)        Permit Matters
4.6        Taxes
4.7(a)        Proceedings
4.7(b)        Controlled Entity Proceedings
4.7(c)        Prior Two Year Proceedings
4.8        Compliance with Laws
4.9(a)        Material Defaults with Contracts
4.9(b)        Contracts with Governmental Authorities
4.14        Sufficiency of Assets

iv

4.15(a)(i)    Owned Real Property
4.15(a)(ii)    Real Property Easements
4.15(b)        Leased Real Property
4.16        Environmental Matters
4.18(d)        Employee Lay Offs
4.19        Insurance
4.20        Capital Commitments
4.21        Indebtedness
4.25        Derivative Contracts
5.5        Non-Operated Interest – Taxes
5.6(a)        Non-Operated Interest – Proceedings
5.9        Non-Operated Interest – Sufficiency of Assets
5.10        Non-Operated Interest – Environmental Matters
6.4        BUYER Required Consents
7.8(e)        BUYER Benefit Plans
11.2(b)        Certain Indemnified Matters

v

PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) dated July 11, 2014 (the “ Execution Date ”) is by and between DCP LP Holdings, LLC, a Delaware limited liability company (“ SELLER ”) and American Midstream, LLC, a Delaware limited liability company (“ BUYER ”). BUYER and SELLER are sometimes referred to collectively herein as the “ Parties ” and individually as a “ Party ”.

RECITALS

A.	SELLER owns 100% of the membership interests in each of Centana Gathering, LLC, a Delaware limited liability company (“ CENTANA ”), DCP Dauphin Island, LLC, a Delaware limited liability company (“ DDI ”) and DCP Mobile Bay Processing, LLC, a Delaware limited liability company (“ Mobile Bay ” and the 100% of the membership interests in each of Mobile Bay, CENTANA, and DDI are, collectively, the “ Subject Interests ”);	

B.	CENTANA owns 100% of the membership interest in Centana Oil Gathering, LLC, a Delaware limited liability (“ COG ”);	

C.	COG owns a 66.66% non-operated partnership interest in Main Pass Oil Gathering Company, a Delaware general partnership (“ MPOG ”);	

D.	DDI owns 81.09654% of the partnership interest in Dauphin Island Gathering Partners, a Texas general partnership, (“ DIGP ”), and CENTANA owns the remaining 18.90346% of the partnership interest in DIGP;	

E.	DIGP owns 100% of the membership interest in Dauphin Island Gathering System, LLC, a Delaware limited liability company (“ DIGS ”);	

F.	SELLER has agreed to sell to BUYER, and BUYER has agreed to purchase from SELLER, the Subject Interests on the terms and subject to the conditions set forth in this Agreement.	
FOR AND IN CONSIDERATION of the premises and of the mutual covenants contained herein, the Parties agree as follows:
ARTICLE I 
 CERTAIN DEFINITIONS
1.1     Certain Defined Terms . Capitalized terms used herein and not defined elsewhere in this Agreement have the meanings given such terms as set forth below.
“ Accounting Firm ” has the meaning given such term in Section 3.2(c) .
“ Affiliate ” means, when used with respect to a specified Person, any other Person controlling, controlled by or under common control with the specified Person. For purposes of this definition,

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“control”, when used with respect to any specified Person, means the power to direct the management and policies of the Person whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” has the meaning correlative to the foregoing.
“ Agreement ” has the meaning given such term in the introductory paragraph.
“ Assets ” means the applicable Controlled Entity’s right, title and interest in its respective assets and properties, including, without limitation, the following assets and properties, but excluding the Transferred Assets:
(a)     Mobile Bay Plant . The approximately 300 MMcf/d single train, cryogenic gas processing plant owned by Mobile Bay and located in Mobile County, Alabama together with the leaseholds and appurtenances related thereto as more specifically described on Schedule 1.1(a) and on the map (“ Plant Map ”) attached thereto (collectively, the “ Mobile Bay Plant ”);
(b)     Transmission System . The approximately 120 miles of FERC Regulated Interstate Natural Gas Transmission system located offshore of Mobile, Alabama and extending through various Viosca Knoll and Main Pass blocks including certain offshore platforms and other appurtenances; all as more specifically described on Schedule 1.1(b) and on the map (“ Transmission System Map ”) attached thereto (collectively the “ Transmission System ”) owned by DIGP;
(c)     Gathering System . The approximately 150 miles of natural gas pipeline extending through various Viosca Knoll and Main Pass blocks that gathers gas into the Transmission System including certain offshore platforms and other appurtenances; all as more specifically described on Schedule 1.1(c) and on the map (“ Gathering System Map ”) attached thereto (collectively the “ Gathering System ”) owned by DIGS;
(d)     Real Property Interests . All fee properties, rights-of-way, easements, surface use agreements, licenses and leases that are owned by or held for the beneficial use of any Controlled Entity in connection with the ownership, operation or maintenance of the assets of such Controlled Entity, which consist of, the Mobile Bay Plant, Gathering System or Transmission System (collectively, the “ Real Property Interests ”);
(e)     Permits . All permits, licenses, certificates, orders, approvals, authorizations, grants, consents, concessions, warrants, franchises and similar rights and privileges which are owned by or held for the beneficial use of the Controlled Entities or which are required to be owned by or held for the beneficial use of the Controlled Entities, including Environmental Permits (collectively, the “ Permits ”). All such Permits are set forth on Schedule 1.1(d) ;
(f)     Personal Property . All tangible personal property of every kind and nature, which is necessary for or used in connection with, the ownership, operation or maintenance of the Assets, consisting of field equipment, office equipment, fixtures, tools, motor vehicles, instruments, spare parts, machinery, computer equipment, telecommunications equipment,

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supplies and materials, and all hydrocarbon inventory of the Mobile Bay Plant, Gathering System and Transmission System, including linefill (collectively, the “ Personal Property ”);
(g)     Contracts . All material contracts that relate to the ownership, operation or maintenance of the applicable Controlled Entity’s Assets, but not including the Transferred Assets or the Real Property Interests (collectively, the “ Contracts ”). All such Contracts are set forth on Schedule 1.1(e).
(h)     Books and Records . All accounting, financial, contract, land, title, engineering, environmental, operating, accounting, business, marketing, and other data, files, documents, instruments, notes, papers, ledgers, journals, reports, abstracts, surveys, maps, books, records and studies to the extent related to the Assets or used, useful, or held for use in connection with the Assets or the ownership, operation or maintenance of the Assets related to periods prior to the Closing Date (collectively, the “ Records ”).
(i)     Vehicles . The Mobile Bay Plant motor vehicles (the “ Vehicles ”) described on Schedule 1.1(f) which are titled in the name of Operator and which will be conveyed by Operator to Mobile Bay at the Closing by means of the Vehicle Transfer Assignment.
“ Benefit Plan ” means any “employee benefit plan,” including (a) any employee welfare benefit plan or employee pension benefit plan as defined in Sections 3(1) and 3(2) of ERISA; (b) any other employee benefit plan, program, agreement or arrangement, including but not limited to, deferred compensation plan, incentive plan, bonus plan or arrangement, stock option plan, stock purchase plan, stock award plan, golden parachute agreement, severance plan, dependent care plan, cafeteria plan, employee assistance program, scholarship program, employment contract, retention incentive agreement, non-competition agreement, consulting agreement, vacation policy, disability plan, hospitalization insurance, medical insurance, life insurance; and (c) any “nonqualified deferred compensation plan” as such term is defined in Section 409A(d)(1) of the Code.
“ BOEMRE ” means the United States Bureau of Ocean Energy Management, Regulation and Enforcement.
“ Business Day ” means any day, other than Saturday and Sunday, on which federally-insured commercial banks in Denver, Colorado are generally open for business and capable of sending and receiving wire transfers.
“ Business Employee ” has the meaning given such term in Section 7.8(a) .
“ BUYER ” has the meaning given such term in the introductory paragraph.
“ BUYER Benefit Plan ” has the meaning given such term in Section 7.8(e)(i) .
“ BUYER Failure ” has the meaning given such term in Section 2.4 .
“ BUYER’s Guaranty ” means the Guaranty Agreement in the form attached as Exhibit B that will be delivered by American Midstream Partners, LP to SELLER at Closing.

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“ BUYER Indemnitees ” has the meaning given such term in Section 11.2 .
“ BUYER’s Knowledge ” or the “ Knowledge of BUYER ” or any similar term, means the actual knowledge of any officer of BUYER or any of its Affiliates having a title of vice president or higher or any individuals listed on Schedule 1.1(g) .
“ BUYER Representatives ” has the meaning given in Section 7.2 .
“ BUYER Required Consents ” has the meaning given in Section 6.4 .
“ Cap ” has the meaning given in Section 11.3(b)(iii) .
“ Cameron Assignment ” means the Cameron Assignment in the form attached as Exhibit G that will be used to transfer and convey the asset known as the Cameron Dehy unit and all related appurtenances located at Grand Chenier, Cameron Parish, LA, to be assigned from DCP to Mobile Bay.
“ Casualty Loss ” means, with respect to all or any portion of the Assets, destruction by fire, storm or other casualty, or any condemnation or taking or threatened condemnation or taking, occurring after the Execution Date, of all or any material portion of the Assets.
“ CENTANA ” has the meaning given such term in Recital A.
“ Claim ” means any demand, demand letter, claim or notice of noncompliance or violation or Proceeding.
“ Claim Notice ” has the meaning given such term in Section 11.3(c) .
“ Claims Management Agreement ” means the agreement in the form attached as Exhibit F providing for the allocation between the Parties of the rights, duties, benefits and obligations and the administration of the Shared-Post Closing Claims.
“ Closing ” has the meaning given such term in Section 9.1 .
“ Closing Date ” has the meaning given such term in Section 9.1 .
“ Closing Statement ” has the meaning given such term in Section 3.2(a) .
“ Closing Statement Notice ” has the meaning given such term in Section 3.2(b) .
“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.
“ COG ” has the meaning given such term in in Recital B.
“ Confidentiality Agreement ” means the Confidentiality Agreement between BUYER and SELLER relating to the transaction that are the subject of this Agreement dated March 5, 2014, as amended.
“ Continuing Employee ” has the meaning given such term in Section 7.8(c) .
“ Contracts ” has the meaning given such term in the definition of Assets.
“ Controlled Entities ” means CENTANA, COG, DDI, DIGP, DIGS and Mobile Bay, and “ Controlled Entity ” means one of CENTANA, COG, DDI, DIGP, DIGS, or Mobile Bay.
“ DCP ” means DCP Midstream, LP, a Delaware limited partnership that is an indirect subsidiary of SELLER and that serves as the principal operating entity for the natural gas gathering and processing businesses owned by SELLER.
“ Deposit ” has the meaning given such term in Section 2.4 .
“ DDI ” has the meaning given such term in Recital A.
“ Derivative Contracts ” has the meaning given such term in Section 4.25 .
“ DIGP ” has the meaning given such term in Recital D.
“ DIGS ” has the meaning given such term in Recital E.
“ Effective Closing Date ” has the meaning given such term in Section 9.1 .
“ Environmental Defect ” means any pollution, contamination, degradation, damage or injury caused by, related to, arising from, or in connection with the presence, generation, handling, use, treatment, storage, transportation, disposal, discharge, release or emission of any Hazardous Materials occurring prior, on or after to the Closing Date under Environmental Laws as in effect at the Closing Date.
“ Environmental Law ” means any and all Laws, statutes, ordinances, rules, regulations, or orders of any Governmental Authority in existence and as amended at the Closing Date pertaining to the protection of the environment, human health, employee safety and health, or natural resources, or to Hazardous Materials in any and all jurisdictions where the Assets are located, including, but not limited to, the Clean Air Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“ CERCLA ”), the Federal Water Pollution Control Act, the Occupational Safety and Health Act of 1970 (to the extent relating to environmental matters), the Resource Conservation and Recovery Act of 1976 (“ RCRA ”), the Safe Drinking Water Act, the Toxic Substances Control Act, the Hazardous & Solid Waste Amendments Act of 1984, the Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials Transportation Act, Coastal Zone Management Act, the Rivers and Harbors Act, the Endangered Species Act and the Oil Pollution Act of 1990.
“ Environmental Permits ” means those permits and licenses issued by Governmental Authorities required by Environmental Laws and necessary for or held in connection with the conduct of the businesses of each Controlled Entity.
“ Environmental Records ” means all files, including regulatory files, abstracts, environmental data or information, reports, maps, drawings, surveys, books, records, and agreements regarding environmental matters in SELLER’s possession or control relating the Assets.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.
“ ERISA Affiliate ” of any entity means any other entity which, together with such entity, would be treated as a single employer under Section 4.14(b), (c), (m) or (o) of the Code.
“ Escrow Agent ” means JPMorgan Chase Bank, N.A.
“ Escrow Agreement ” means the Escrow Agreement in the form attached as Exhibit K .
“ Escrow Fund ” means the amount of lease payments remaining to be paid under the TETCO Capacity Lease between the Closing Date and December 31, 2015.
“ Estimated Net Working Capital ” which may be positive or negative, means as of March 31, 2014, a value equal the total current assets of the Controlled Entities as of such date, minus current liabilities of the Controlled Entities as of such date, excluding (i) cash and cash equivalents and (ii) intercompany payables and receivable to and from Affiliates of any Controlled Entity, in each case determined in accordance with GAAP and without giving effect to the transactions contemplated by this Agreement.
“ Execution Date ” has the meaning given to such term in the introductory paragraph.
“ Exhibits ” means any and/or all of the exhibits attached to and made a part of this Agreement.
“ FERC ” means the Federal Energy Regulatory Commission.
“ Final Net Working Capital ” which may be positive or negative, means a value equal the total current assets of the Controlled Entities as of the Effective Closing Date, minus current liabilities of the Controlled Entities as of the Effective Closing Date, excluding (i) cash and cash equivalents, and (ii) intercompany payables and receivable to and from Affiliates of any Controlled Entity, in each case determined in accordance with GAAP and without giving effect to the transactions contemplated by this Agreement.
“ Financial Statements ” has the meaning given such term in Section 7.18 .
“ FTC ” means the Federal Trade Commission.
“ Fundamental Representations ” has the meaning given such term in Section 11.3(b)(iii) .
“ GAAP ” means generally accepted accounting principles in the United States as of the Closing Date, consistently applied.
“ Gathering System ” has the meaning given such term in the definition of Assets.
“ Gathering System Map ” means the map depicting the Gathering System attached to this Agreement as Schedule 1.1(c) .
“ Governmental Authorities ” means (a) the United States of America or any state, local or political subdivision thereof within the United States of America and (b) any court, arbitrator or tribunal of competent jurisdiction or any governmental or administrative department, commission, board, bureau or agency of the United States of America or of any state or political subdivision thereof within the United States of America.
“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
“ Hazardous Materials ” means: (a) any chemicals, materials or substances, whether solid, liquid, or gaseous, defined or included in the definition of “hazardous substances,” “hazardous materials,” “toxic substances,” “solid wastes,” “pollutants,” “contaminants,” or words of similar import, under any Environmental Law, (b) any radioactive materials (other than naturally occurring radioactive materials), friable asbestos, and polychlorinated biphenyls, (c) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority; or (d) any regulated constituents or substances in concentrations or levels that exceed numeric or risk-based standards established pursuant to Environmental Laws.
“ Indebtedness ” means (a) all indebtedness for the repayment of borrowed money, whether or not represented by bonds, debentures, notes or similar instruments, (b) all other indebtedness and obligations evidenced by bonds, debentures, notes or similar instruments, under loan agreements, security agreements, mortgages, deeds of trust, hedging agreements or letter of credit reimbursement agreements, (c) other commitments or obligations to assure against loss (including contingent reimbursement obligations with respect to letters of credit, bankers’ acceptances or similar instruments), (d) non-ordinary course of business commitments to pay deferred purchase amounts such as notes, earn-out payments, purchase price adjustment payments and non-competition payments, (e) guarantees or similar contingent liabilities with respect to any indebtedness, obligation, Claim or liability of any other Person, and (f) all obligations as lessee under leases that are required to be recorded as capital leases in accordance with GAAP, assuming termination thereof, including, in each applicable case, all accrued and unpaid interest thereon.
“ Indemnified Party ” or “ Indemnitee ” has the meaning given such term in Section 11.4(a) .
“ Indemnifying Party ” or “ Indemnitor ” has the meaning given such term in Section 11.4(a) .
“ Index of Customers ” means the FERC Index of Customers as required in 18 CFR §284.13(c).
“ Insurance Policies ” has the meaning given such term in Section 4.19 .
“ Interest Rate ” means the lesser of (i) two percent (2%) above the per annum rate of interest announced from time to time as the “prime rate” for commercial loans by The Wall Street Journal, as such “prime rate” may change from time to time, or (ii) the maximum applicable non-usurious rate of interest.
“ Intercompany Agreements ” means all agreements, whether written or oral, between or among the Controlled Entities on the one hand and SELLER or one of its Affiliates on the other hand, including those described on Schedule 1.1(h) .
“ Laws ” means all applicable statutes, laws (including common law), regulations, rules, rulings, ordinances, orders, restrictions, requirements, writs, judgments, injunctions, decrees, codes and other official acts of or by any Governmental Authority.
“ Leased Real Property ” has the meaning given such term in Section 4.15(b) .
“ Leases ” has the meaning given such term in Section 4.15(b) .
“ Lien ” means a lien, mortgage, pledge, Claim, charge, security interest or other similar encumbrance.
“ Loss ” or “ Losses ” means any and all damages, demands, payments, obligations, penalties, assessments, disbursements, Claims, costs, liabilities, losses, causes of action, and expenses, including interest, awards, judgments, settlements, fines, costs of Remediation, fees, costs of defense and reasonable attorneys’ fees, costs of accountants, expert witnesses and other professional advisors and costs of investigation and preparation of any kind or nature whatsoever.
“ Material Adverse Effect ” means, with respect to any Person, any circumstance, change, event, fact condition or effect that (a) is, or could be reasonably expected to be, materially adverse to the business, operations (including results of operation), assets, liabilities or financial condition of such Person, or (b) that materially impedes, or could be reasonably expected to materially impede, the ability of such Person or any other Person to complete the transactions that are the subject of this Agreement; provided , however , a Material Adverse Effect shall not be deemed to have occurred due to any circumstance, change or effect resulting or arising from: (i) any change in general economic conditions in the industries or markets in which such Person or any of its Affiliates operate; (ii) seasonal reductions in revenues and/or earnings of such Person or any of its Affiliates in the ordinary course of its business; (iii) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; or (iv) changes in Law, GAAP, or the interpretation thereof. Notwithstanding the foregoing, (A) any circumstance, change or effect that does not meet the criteria of any of (i) through (iv) above, and that is quantifiable in monetary terms shall be a Material Adverse Effect if it exceeds Seven Million Dollars ($7,000,000) with respect to a breach of a representation or warranty pursuant to ARTICLE XI and (B) any circumstance, change or effect that does meet the criteria of any of (i) through (iv) above but that disproportionately affects the Assets or business of the Controlled Entities or MPOG relative to similar Third Persons will not prevent a Material Adverse Effect from having occurred.
“ MIDSTREAM ” means DCP Midstream, LLC, the managing member of SELLER.
“ Mobile Bay ” has the meaning given such term in Recital A.
“ Mobile Bay Plant ” has the meaning given such term in the definition of Assets.
“ MPOG ” has the meaning given such term in Recital C.
“ MPOG Net Distributions ” which may be a positive or negative value, means (a) the difference of (i) all distributions made to or for the benefit of COG by MPOG that are attributable to the period ending the day prior to the Effective Closing Date, regardless of when such distributions are received by or for the benefit of COG less (ii) all capital contributions made to MPOG by or for the benefit of COG that are attributable to the period ending the day prior to the Effective Closing Date.
“ MPOG Operator ” means Panther Operating Company, LLC, as successor in interest to Amoco Pipeline Company.
“ MPOG System ” means the offshore crude oil transportation pipeline with origination points at various offshore crude oil production facilities located in the Gulf of Mexico and destination points at offshore downstream pipeline and terminal facilities in the vicinity of Block 69, Main Pass Area, offshore Louisiana, as further described on Schedule 1.1(i) .
“ Non-Foreign Certificate ” means a certificate pursuant to Treasury Regulation Section 1.445 - 2(b) stating that SELLER is not a foreign person within the meaning of Section 1445 of the Code.
“ Non-Operated Interest ” means COG’s 66.66% interest in MPOG.
“ Notice Period ” has the meaning given such term in Section 11.4(c) .
“ Operator ” means (a) DCP with respect to the Mobile Bay Plant, (b) Spectra Energy Operating Company with respect to the Transmission System and Gathering System pipelines, and (c) Island Operating Company, Inc. and W&T Offshore, Inc. with respect to the offshore platforms owned by DIGP and DIGS.
“ Owned Personal Property ” has the meaning given such term in Section 4.15(c) .
“ Owned Real Property ” has the meaning given such term in Section 4.15(a) .
“ Permits ” has the meaning given such term in the definition of Assets.
“ Permitted Encumbrances ” means the following:
(a)    As of the Closing Date, terms, conditions, restrictions, exceptions, reservations, limitations, and other matters contained in any document creating or transferring the Real Property Interests, or in any Permit or Contract;
(b)    Liens for property Taxes and assessments that (i) are not yet due and payable or (ii) are being contested in good faith by appropriate Proceedings and are listed on Schedule 1.1(j) );
(c)    Mechanic’s, materialmen’s, repairmen’s and other statutory Liens arising in the ordinary course and securing obligations incurred prior to the Closing and (i) for which SELLER or a Third Person is responsible for payment, and (ii) that are not delinquent and that will be paid and discharged by SELLER or a Third Person in the ordinary course of business, with any action to foreclose on or attach any Assets on account thereof properly stayed and for which there are adequate reserves reflected on the books and records of the subject Controlled Entity to the extent required by GAAP;
(d)    Utility easements, restrictive covenants, minor defects and other minor irregularities in title, that, singularly or in the aggregate, will not materially interfere with the ownership, use or operation of the Assets to which such matters relate and which are of a nature that would be reasonably acceptable to a prudent pipeline operator;
(e)    Any Post-Closing Consent;
(f)    Liens created by BUYER or its successors or assigns;
(g)    The Liens listed on Schedule 1.1(j) .
“ Person ” means any natural person, corporation, company, partnership (general or limited), limited liability company, trust, joint venture, joint stock company, unincorporated organization, or other entity or association.
“ Personal Property ” has the meaning given such term in the definition of Assets.
“ Plant Map ” means the map depicting the Mobile Bay Plant attached to this Agreement as Schedule 1.1(a) .
“ Post-Closing Consents ” means consents, notices to or approvals from, or filings with Governmental Authorities customarily obtained following the closing of a transaction similar to the transaction contemplated hereby.
“ Post-Closing FERC Filings ” has the meaning given such term in Section 7.6(b) .
“ Post-Closing Purchase Price Reconciliation ” has the meaning given such term in Section 3.2(d) .
“ Pre-Closing Period ” shall mean any taxable period ended on or before the Effective Closing Date.
“ Proceeding ” means any action, cause of action, suit, arbitration, Claim, investigation, audit, inquiry, notice of violation, citation, summons, subpoena, investigation, review or other judicial or administrative proceeding, at Law or in equity, before or by any Governmental Authority or arbitration proceeding, including any bankruptcy or insolvency proceeding.
“ Purchase Price ” has the meaning given such term in Section 2.2 .
“ Real Property Easements ” has the meaning given such term in Section 4.15(a) .
“ Real Property Interests ” has the meaning given such term in the definition of Assets.
“ Records ” has the meaning given such term in the definition of Assets.
“ Remediation ” means the removal, abatement, response, investigation, cleanup, monitoring and related activities undertaken to address Environmental Defects, including excavation, land farming, and installation and operation of remediation systems.
“ Representatives ” has the meaning given such term in the Confidentiality Agreement.
“ Resignations ” means the resignations of the directors, officers and managers of the Controlled Entities.
“ Roberts Ranch System ” has the meaning given such term in the definition of Transferred Assets.
“ Schedules ” means any and/or all of the schedules attached to and made a part of this Agreement.
“ SELLER ” has the meaning given such term in the introductory paragraph.
“ SELLER’s Guaranty ” means the Guaranty Agreement in the form attached as Exhibit L that will be delivered by MIDSTREAM to SELLER at Closing.
“ SELLER Indemnitees ” has the meaning given such term in Section 11.1 .
“ SELLER’s Knowledge ” or “ Knowledge of SELLER ” or any similar term, means the actual knowledge of officers of SELLER, of MIDSTREAM or of DCP, in each case having a title of vice president or higher plus the individuals listed on Schedule 1.1(k) .
“ SELLER Taxes ” means any and all Taxes (a) imposed on or with respect to the Controlled Entities or MPOG or the assets or the business of the Controlled Entities or MPOG, or for which the Controlled Entities or MPOG may otherwise be liable, for any Pre Closing Period and for the portion of any Straddle Period ending on and including the Effective Closing Date (determined in accordance with Section 12.3(b) ); (b) any franchise or doing business Tax where the income, operations, assets or capital comprising the base of such Tax is with respect to any Tax period ending prior to the Effective Closing Date or the portion of any Straddle Period ending on and including the Effective Closing Date, determined pursuant to Section 12.3(b)(ii) and regardless of whether the right to do business for another period is obtained by the payment of such Tax, (c) resulting from a breach of any representation or warranty set forth in Section 4.6 or Section 5.5 (determined without regard to any materiality or knowledge qualifiers or any scheduled items) or a breach by SELLER of any covenant set forth in ARTICLE XII, or (d) of an “affiliated group” (as defined in Section 1504 of the Code) (or affiliated, consolidated, unitary, combined or similar group under applicable state, local or foreign Laws) of which any of the Controlled Entities or MPOG was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar state, local or foreign Law); provided that, in the case of MPOG, SELLER Taxes shall refer only to 66.66% of SELLER Taxes that would otherwise be determined under this definition.
“ SELLER Required Consents ” has the meaning given such term in Section 4.5(a) .
“ Shared Post-Closing Claims ” has the meaning given such term in the definition of Transferred Assets.
“ Straddle Period ” shall mean any taxable period beginning on or before and ending after the Effective Closing Date.
“ Subject Interests ” has the meaning given such term in Recital A.
“ Subject Interest Assignment ” means the Assignment of Subject Interests in the form attached as Exhibit A that will be used to transfer and convey the Subject Interests from SELLER to BUYER.
“ Tax ” or “ Taxes ” means (a) any taxes and assessments imposed by any Governmental Authority or taxing authority, including net income, gross income, profits, gross receipts, ad valorem, real property transfer, sales, use, filing, recording, registration, authorization, franchise, excise, withholding, social security (or similar), any liability under any escheat or unclaimed property law, and any interest, penalty or addition thereto, whether disputed or not, and any expenses incurred in connection with the determination, settlement or litigation of the Tax liability; (b) any obligations under any agreements or arrangements with respect to Taxes described in clause (a) above; and (c) any transferee liability in respect of Taxes described in clauses (a) and (b) above or payable by reason of assumption, transferee liability, operation of law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under law) or otherwise.
“ Tax Return ” means any report, statement, form, return or other document or information required to be supplied to a taxing authority in connection with Taxes.
“ Tekas System ” has the meaning given such term in the definition of Transferred Assets.
“ Termination Date ” has the meaning given such term in Section 10.1(b) .
“ TETCO Capacity Lease ” means the Capacity Lease and Operating Agreement dated September 30, 1998 between Texas Eastern Transmission Corporation and Dauphin Island Gathering Partners.
“ Third Person ” means (i) any Person other than a Party or its Affiliates and (ii) any Governmental Authority.
“ Third Person Claim ” has the meaning given such term in Section 11.4(c) .
“ Transaction Documents ” means this Agreement, the Subject Interest Assignment, the Vehicle Transfer Assignment, the Transition Services Agreement, the BUYER’s Guaranty, the SELLER’s Guaranty, the Claims Management Agreement, the W&T Agency Agreement, the XOM Assignments, the Venice Assignment, the Cameron Assignment, the Escrow Agreement and any other document related to the sale, transfer, assignment or conveyance of the Subject Interests to BUYER and its designated Affiliate, and to be delivered at Closing.
“ Transferred Assets ” means all of the following:
(a)    All work product of SELLER’s attorneys and records relating to the negotiation and consummation of the transactions that are the subject of this Agreement;
(b)    All real property, personal property, contracts, intellectual property, computer software, permits, rolling stock, field vehicles, office computers or other equipment and spare parts and tools (or any leases or licenses of the foregoing) that are described on Schedule 1.1(l) ;
(c)    The litigation, arbitral matters and claims that are set forth on Schedule 1.1(l) , (the “ Shared Post-Closing Claims ”);
(d)    The contracts or agreements that are set forth on Schedule 1.1(l) (the “ Transferred Contracts ”);
(e)    Rights to claim coverage or benefits under SELLER’s or its Affiliates’ insurance policies or coverage for matters arising prior to the Effective Closing Date;
(f)    The Tekas Pipeline system consisting of approximately 190 miles of 8.625” to 16” diameter pipeline in Cheyenne County, Colorado and Greeley, Kearney and Finney Counties, Kansas (the “ Tekas System ”); and
(g)    The Roberts Ranch pipeline consisting of approximately 15.5 mile 12” pipeline in Midland County, Texas (the “ Roberts Ranch System ”).
“ Transferred Contracts ” has the meaning given such term in the definition of Transferred Assets.
“ Transition Services Agreement ” means the Transition Services Agreement in the form attached as Exhibit D pursuant to which SELLER will provide certain support services to BUYER to facilitate the transfer of the Subject Interests to BUYER.
“ Transmission System ” has the meaning given such term in the definition of Assets.
“ Transmission System Map ” means the map depicting the Transmission System attached to this Agreement as Schedule 1.1(b) .
“ Treasury Regulations ” means the final and temporary regulations now or hereafter promulgated by the U.S. Treasury Department pursuant to 26 U.S.C. § 1501 et seq.
“ Vehicle Transfer Assignment ” means the Assignment of Vehicle Transfer in the form attached as Exhibit E that will be used to transfer and convey the Vehicles from SELLER to BUYER.
“ Vehicles ” has the meaning given such term in the definition of Assets.
“ Venice Assignment ” means the Venice Assignment in the form attached as Exhibit H that will be used to transfer and convey the asset described as a 2,000 Barrel per Day slug catcher (commonly known as the ‘Venice Slug Catcher’) and all related appurtenances, located at the inlet to the Venice Plant which is owned by Targa Resources Corp., to be assigned from DCP to DIGP.
“ W&T Agency Agreement ” has the meaning given such term in Section 7.19 .
“ W&T Dispute ” has the meaning given such term in Section 7.19(c) .
“ WARN Act ” means the Worker Adjustment and Retraining Notification Act.
“ XOM Assignments ” means (i) the assignment agreement in the form attached as Exhibit I that will be used transfer and convey the Natural Gas Liquids Sales Agreement between Exxon Mobil & Power Marketing Co. and DCP NGL Services, LLC, dated August 1, 2013, from DCP Natural Gas Liquids Marketing to BUYER, and (ii) the assignment agreement in the form attached as Exhibit I that will be used to transfer and convey the Natural Gas Liquids Sales Agreement between Exxon Mobil & Power Marketing Co. and DCP NGL Services, LLC, dated August 1, 2014, from DCP Natural Gas Liquids Marketing to BUYER.
1.2     Other Definitional Provisions . As used in this Agreement, unless expressly stated otherwise or the context requires otherwise, (a) all references to an “Article,” “Section,” or “subsection” will be to an Article, Section, or subsection of this Agreement, (b) the words “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby,” or words of similar import refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof, (c) the words used herein include the masculine, feminine and neuter gender, and the singular and the plural, (d) the word “including” means “including, without limitation” and (e) the word “day” or “days” means a calendar day or days, unless otherwise denoted as a Business Day.
1.3     Headings . The headings of the Articles and Sections of this Agreement and of the Schedules and Exhibits are included for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation hereof or thereof.
1.4     Other Terms . Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated throughout this Agreement.
ARTICLE II 
 THE TRANSACTION
2.1     The Transaction . At the Closing SELLER shall sell, transfer and convey to BUYER, free and clear of Liens, the Subject Interests for and in consideration of the Purchase Price set forth in Section 2.2 , all on the terms and conditions provided for in this Agreement and the Transaction Documents delivered hereunder.
2.2     Purchase Price . In consideration for the sale, assignment, transfer and conveyance of the Subject Interests to BUYER, BUYER shall pay to SELLER the amount of One Hundred Fifteen Million, Four Hundred Thousand Dollars ($115,400,000) plus or minus the sum of the (i) Estimated Net Working Capital minus (ii) the Deposit (the “ Purchase Price ”). The Purchase Price shall be subject to adjustment in the manner set forth in Section 3.2 . All payments hereunder to SELLER shall be paid by wire transfer of immediately available funds to an account designated by SELLER.
2.3     Purchase Price Allocation . For the purpose of making the requisite filings, if any, under Section 1060 of the Code and the regulations issued thereunder, SELLER and BUYER agree that they will report the federal, state, and other Tax consequences of the transactions that are the subject of this Agreement in a manner consistent with the purchase price allocation delivered by BUYER to SELLER within 90 days from the Closing Date, and will report the information required by Section 1060(b) of the Code, and will not take a position inconsistent therewith upon examination of any Tax Return, in any refund claim, in any income tax litigation, investigation, or other income tax matter. The Parties acknowledge that the purchase price allocation is solely for income tax purposes.
2.4     Deposit . On the first Business Day following the Execution Day, BUYER shall pay to SELLER by wire transfer to the account designated by SELLER a deposit of Five Million Seven Hundred and Seventy Thousand Dollars ($5,770,000) (the “ Deposit ”). From and after receipt of the Deposit until the earlier of (a) termination of this Agreement, and (b) the Closing Date, SELLER shall hold the Deposit. Notwithstanding anything to the contrary, in addition to any and all other remedies that SELLER may have or become entitled to, by written notice to BUYER, SELLER may terminate this Agreement if SELLER has not received the Deposit before the end of the first Business Day following signing of this Agreement. If the Closing fails to occur by the Termination Date, SELLER shall refund the Deposit plus accrued interest at the Interest Rate to BUYER within two Business Days unless (a) all of the conditions set forth in Sections 8.1 and 8.3 have been satisfied, waived by SELLER and/or not satisfied due to action or failure of BUYER, (b) SELLER is not then in breach of this Agreement and (c) BUYER is unwilling or unable to proceed to Closing or is then in breach of this Agreement (collectively, a “ BUYER Failure ”). If a BUYER Failure occurs, in addition to other remedies SELLER may have against BUYER for such failure to close, the Deposit plus accrued interest at the Interest Rate will be forfeited and released to SELLER. If Closing occurs, the Deposit plus accrued interest at the Interest Rate shall be applied to the Purchase Price.
2.5     Tax Withholding . BUYER may withhold any amount from the Purchase Price that it is required or authorized by applicable Tax law to withhold, and any such amount withheld, to the extent paid over to the appropriate Governmental Authority, shall be treated for all purposes of this Agreement as having been paid to SELLER; provided , however , that if on or prior to the Closing Date, SELLER provides BUYER with the certificate of non-foreign status described in Section 9.2(a)(v) and BUYER is otherwise permitted to rely on such certificate under Treasury Regulations §1.1445-2, BUYER shall not withhold any amount under Section 1445 of the Code.
ARTICLE III 
 OTHER TRANSACTIONS, PRORATIONS AND SETTLEMENT
3.1     Estimated Purchase Price Determination . As soon as reasonably possible following the Execution Date, and in any event at least five (5) Business Days prior to the Closing Date, SELLER will deliver to BUYER its determination of the Estimated Net Working Capital for use in calculating the Purchase Price.
3.2     Post-Closing Purchase Price Reconciliation.
(a)    As soon as reasonably practicable following the Closing Date, and in any event within 120 days thereafter, SELLER will deliver to BUYER a closing statement (the “ Closing Statement ”) prepared using the same practices and methodologies used in the preparation of the financial statements of the Controlled Entities for the Estimated Net Working Capital, setting forth in reasonable detail the proposed final calculation of Final Net Working Capital as of the Effective Closing Date. SELLER shall provide BUYER access to the personnel, accountants, books and records used in the preparation of the Closing Statement.
(b)    Within 30 days after BUYER’s receipt of the Closing Statement, BUYER shall notify SELLER in writing (the “ Closing Statement Notice ”) whether BUYER disagrees with the Closing Statement. If no such notice is received within such 30-day period, BUYER shall be deemed to have accepted the Closing Statement. Upon actual or deemed acceptance of the Closing Statement, the Purchase Price will be adjusted to take into account the Closing Statement and (i) if the Purchase Price is increased, BUYER shall pay SELLER the amount of such increase plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof and (ii) if the Purchase Price is decreased, SELLER shall pay to BUYER the amount of such decrease plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof.
(c)    If BUYER disagrees with the Closing Statement, BUYER’s Closing Statement Notice shall specify and quantify the values with which BUYER disagrees. For 30 days from SELLER’s receipt of BUYER’s notice of disagreement, the Parties will attempt to resolve said disagreement. Any dispute upon which the Parties cannot agree will be resolved by KPMG LLP (the “ Accounting Firm ”). The fees and expenses payable to the Accounting Firm will be borne by the Party that is further from the correct amount of Purchase Price than the other in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as set forth in the Closing Statement Notice, and the Accounting Firm shall not be authorized to interpret any other provision of this Agreement or the Closing Statement.
(d)    The procedures described in this Section 3.2 are herein defined as the “ Post-Closing Purchase Price Reconciliation .”
ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE SUBJECT INTERESTS
Except as set forth in any of the Schedules delivered to BUYER, as of the signing of this Agreement and as of the Closing, SELLER represents and warrants to BUYER as follows:
4.1     Organization, Good Standing and Authority .
(a)    SELLER is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own or otherwise hold the Subject Interests and to carry on its business as now conducted.
(b)    CENTANA is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own CENTANA’s general partnership interest in DIGP and the limited liability company interests of COG and to carry on its business as now conducted. CENTANA is duly qualified as a foreign organization in the States of Colorado, Kansas, Louisiana, Oklahoma and Texas, the only jurisdictions in which the conduct of its business requires it to be so qualified.
(c)    COG is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to hold the Non-Operated Interest and to carry on its business as now conducted. COG is not qualified, and the conduct of its business does not require it to be qualified, as a foreign organization in any state.
(d)    DDI is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own DDI’s general partnership interest in DIGP and to carry on its business as now conducted. DDI is duly qualified as a foreign organization in the States of Alabama and Texas, the only jurisdictions in which the conduct of its business requires it to be so qualified.
(e)    Mobile Bay is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own the Assets attributable to the Mobile Bay Plant and to carry on its business as now conducted. Mobile Bay is duly qualified as a foreign organization in the State of Alabama, the only jurisdiction in which the conduct of its business requires it to be so qualified.
(f)    DIGP is a general partnership, duly formed and validly existing under the Laws of the State of Texas, and has all requisite general partnership power and authority to own the Assets attributable to the Transmission System and its interest in DIGS and to carry on its business as it now conducted. DIGP is qualified as a foreign organization in Oklahoma.
(g)    DIGS is a limited liability company, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own the Assets attributable to the Gathering System and to carry on its business as now conducted. DIGS is duly qualified as a foreign organization in the States of Alabama and Louisiana, the only jurisdictions in which the conduct of its business requires it to be so qualified.
(h)    DCP is a limited partnership, duly formed, validly existing and in good standing under the Laws of the State of Delaware, has all requisite limited partnership power and authority to (i) carry on its business as now conducted, (ii) enter into and perform the Transaction Documents to which it is a party, and (iii) to perform its obligations thereunder and to carry out the transactions that are the subject of such Transaction Documents. DCP is duly qualified and in good standing as a foreign organization in the State of Colorado.
(i)    The execution and delivery of this Agreement and the Transaction Documents to which SELLER is a party and the consummation by SELLER of the transactions that are the subject of this Agreement and the Transaction Documents have been duly and validly authorized by all necessary limited liability company action by SELLER. The execution and delivery of the Transaction Documents to which DCP is a party and the consummation by DCP of the transactions that are the subject of the Transaction Documents have been duly and validly authorized by all necessary limited partnership action by DCP. This Agreement has been duly executed and delivered by SELLER. SELLER has all requisite limited liability company power and authority to enter into and perform this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions that are the subject of this Agreement and of the Transaction Documents. DCP has all requisite limited partnership power and authority to enter into and perform the Transaction Documents to which it is a party, to perform its obligations thereunder and to carry out the transactions that are the subject of such Transaction Documents.
4.2     Enforceability . This Agreement and the Transaction Documents constitute and, upon execution and delivery of this Agreement and the Transaction Documents to which SELLER is a party, will constitute, valid and binding obligations of SELLER, enforceable against SELLER in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditor’s rights generally and general principles of equity. Upon execution and delivery of the Transaction Documents to which DCP is a party, such Transaction Documents will constitute, valid and binding obligations of DCP, enforceable against DCP in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditor’s rights generally and general principles of equity.
4.3     Capitalization; Subject Interests .
(a)    One hundred percent (100%) of the issued, outstanding and authorized limited liability company interests of each of CENTANA, DDI and Mobile Bay are owned beneficially and of record by SELLER, free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities laws) and SELLER has the right, power, authority and capacity to transfer such interests to BUYER free and clear of all Liens.
(b)    One hundred percent (100%) of the issued, outstanding and authorized limited liability company interests of COG are owned beneficially and of record by CENTANA, free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities laws).
(c)    One hundred percent (100%) of the issued, outstanding and authorized general partnership interests of DIGP are owned beneficially and of record only by each of DDI and CENTANA in their respective percentages, free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities laws).
(d)    One hundred percent (100%) of the issued, outstanding and authorized limited liability company interests of DIGS is owned beneficially and of record by DIGP, free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities laws).
(e)    There are no outstanding options, subscriptions, warrants, calls, commitments, pre-emptive rights, convertible rights or other rights obligating any Controlled Entity to issue or sell any equity interests of any kind or any securities convertible into or exercisable for any equity interest of any kind, or otherwise requiring SELLER or any Controlled Entity to give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of equity interests in any Controlled Entity or any rights to participate in the equity or net income of SELLER or any Controlled Entity. No Controlled Entity, except for COG, is obligated to grant a right of first refusal to any Person other than to another Controlled Entity; COG is obligated to grant a right of first refusal in connection with the transfer of the Non-Operated Interest.
(f)    The equity interests of each Controlled Entity have been duly authorized and are validly issued, fully-paid and non-assessable, and were issued, and to the extent purchased or transferred, have been so purchased or transferred, in compliance with all applicable Laws, including federal and state securities laws, and any preemptive rights and any other statutory or contractual rights of SELLER or any other Person. Other than (i) DDI and CENTANA’s collective ownership of one hundred percent (100%) of the issued, outstanding and authorized general partnership interests of DIGP, (ii) CENTANA’s ownership of one hundred percent (100%) of the issued, outstanding and authorized limited liability company interests of COG, (iii) DIGP’s ownership of one hundred percent (100%) of the issued, outstanding and authorized limited liability company interests of DIGS, and (iv) COG’s ownership of sixty-six and sixty-six one-hundredths (66.66%) of the issued, outstanding and authorized general partnership interests of MPOG, no Controlled Entity owns, directly or indirectly, any Person.
(g)    At the Closing, SELLER shall transfer pursuant to the Subject Interest Assignment, and upon BUYER’s payment of the Purchase Price, BUYER shall acquire, good and valid title to the Subject Interests, free and clear of any Lien (other than (x) Liens created by BUYER and (y) restrictions on transfer pursuant to applicable securities laws, all of which SELLER shall have complied with in connection with the transfer to BUYER).
4.4     No Conflicts . The execution, delivery and performance by SELLER of this Agreement, and by SELLER or DCP of the Transaction Documents, and the consummation of the transactions that are the subject of this Agreement or of the Transaction Documents will not:
(a)    Provided all of the SELLER Required Consents have been obtained, and excepting the Post-Closing Consents, conflict with, or constitute a breach of any agreement to which such SELLER, DCP or any Controlled Entity is a party or by which any of them or the Assets are bound;
(b)    Conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of SELLER, DCP or the Controlled Entities;
(c)    Provided that all of the SELLER Required Consents have been obtained, and excepting the Post-Closing Consents, conflict with or result in a violation or breach of any provision of any Law or governmental order applicable to SELLER, DCP, the Controlled Entities or the Assets; or
(d)    Result in the creation or imposition of any Lien on any of the Assets.
4.5     Consents, Approvals, Authorizations and Governmental Regulations; Permits .
(a)    Except (i) as required under the HSR Act, (ii) for Post-Closing Consents and consents required under the Real Property Interests, Contracts and Permits, or (iii) as set forth in Schedule 4.5(a) (the items described in clause (iii) being the “ SELLER Required Consents ”), no order, consent, waiver, permission, authorization or approval of, or exemption by, or notice to, or the registration or filing with any Governmental Authority or Third Person, is necessary for SELLER to execute, deliver or perform this Agreement or for SELLER or DCP to execute, deliver or perform the Transaction Documents to which it is a party.
(b)    Except as set forth in Schedule 4.5(b) , (i) the Controlled Entities have all of the Permits required or necessary to own the Assets, and to SELLER’s Knowledge, each Operator has all of the Permits required or necessary to operate and maintain the Assets in the manner currently conducted (other than immaterial Permits, the absence of which will not adversely affect BUYER’s ownership of the Controlled Entities or operation or maintenance of the Assets), (ii) all such Permits are valid and in full force and effect, (iii) the Controlled Entities have received no notification concerning, and there are no material violations in existence with respect to, the Permits, and (iv) no Proceeding is pending or to SELLER’s Knowledge threatened with respect to the Permits.
4.6     Taxes . Except as set forth in Schedule 4.6 :
(a)    All Taxes payable by or imposed against the Controlled Entities or with respect to the Assets or the operation thereof have been fully paid on or before the due date for payment without penalty, whether or not such Taxes are shown on any Tax Return, or such Taxes are being contested in good faith pursuant to appropriate proceedings as identified in Schedule 4.6 .
(b)    All Tax Returns that are required to have been filed by or with respect to the Controlled Entities or the Assets have been filed with the appropriate Governmental Authority and each such Tax Return is true, complete and accurate in all material respects.
(c)    The Controlled Entities are not under audit or examination by any Governmental Authority, there are no Claims or Proceedings now pending or threatened against the Controlled Entities with respect to any Tax, and there are no Claims for any additional Tax asserted by any Governmental Authority against the Controlled Entities relating to the Assets.
(d)    There is not in force any extension of time with respect to the due date for the filing of any Tax Return of or with respect to any Controlled Entity or any request, agreement, consent or waiver to extend the statutory period of limitations applicable to the assessment or payment of any Tax of or with respect to any Controlled Entity.
(e)    No Controlled Entity is a party to or bound by any agreement or arrangement providing for the allocation, indemnification or sharing of Taxes with any Person. Since April 1, 2000 , neither the SELLER nor any Controlled Entity has been a member of any consolidated group. No power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect any Controlled Entity.
(f)    There are no Liens for Taxes upon any of the properties or assets of the Controlled Entities other than Permitted Encumbrances.
(g)    All Tax withholding, reporting, and deposit requirements with respect to employees, independent contractors, shareholders, partners, members, or any other third-party imposed on or with respect to the Controlled Entities or the Assets have been timely satisfied and, to the extent required, any withheld Taxes have been timely remitted to the proper Governmental Authority.
(h)    Each of the Controlled Entities is, and has been since April 1, 2000, properly treated as an entity that is disregarded as separate from its sole owner for U.S. federal income tax and any applicable state and local Tax purposes and has not made any filing with any Governmental Authority, including Form 8832 with the Internal Revenue Service, to be treated as an association taxable as a corporation for Tax purposes .
(i)    Neither the SELLER nor any Controlled Entity has entered into any agreement or arrangement with any Governmental Authority that requires any Controlled Entity to take any action or to refrain from taking any action in order to secure Tax benefits. No Controlled Entity is a party to or bound by any agreement with any Governmental Authority that would be terminated or adversely affected as a result of the transactions contemplated by this Agreement.
(j)    No Controlled Entity will be required to include any item of income or receipts in, or exclude any item of deduction from, its taxable income or base for any taxable period (or portion thereof) ending after the Effective Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Effective Closing Date; (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Law) executed on or prior to the Effective Closing Date; (iii) intercompany transaction or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign Law) entered into or created on or prior to the Effective Closing Date; (iv) installment sale or open transaction disposition made on or prior to the Effective Closing Date; (v) cash method of accounting or long-term contract method of accounting utilized prior to the Effective Closing Date; or (vi) prepaid amount received on or prior to the Effective Closing Date, or (vii) an election made pursuant to Section 108(i) of the Code on or prior to the Effective Closing Date.
(k)    None of the assets of any Controlled Entity is held in an arrangement that is classified as a partnership for U.S. federal income tax purposes, “tax-exempt use property” (within the meaning of Section 168(h) of the Code) or “tax-exempt bond-financed property” (within the meaning of Section 168(g)(5) of the Code) or is subject to a Section 467 rental agreement as defined in Section 467 of the Code.
(l)    There is no material property or obligation of any Controlled Entity, including uncashed checks to vendors, customers, or employees, nonrefunded overpayments, or unclaimed subscription balances, that is escheatable or reportable as unclaimed property to any state or municipality under any applicable escheat or unclaimed property Law.
(m)    All of the assets of the Controlled Entities have been properly listed and described on the property tax rolls for the Tax units in which such assets are located and no portion of such assets constitutes omitted property for property tax purposes.
4.7     Litigation .
(a)    Except as described in Schedule 4.7(a) , there is no Proceeding pending, or to the Knowledge of SELLER, threatened against SELLER or the Controlled Entities that (i) affects the consummation of the transactions that are the subject of this Agreement; or (ii) that involves, affects, or relates to the Subject Interests, the Controlled Entities or the Assets.
(b)    Except as described in Schedule 4.7(b) , the Controlled Entities are not subject to any material outstanding judgment, order or decree, and to the Knowledge of SELLER, no Proceedings against any Controlled Entity are threatened.
(c)     Schedule 4.7(c) sets forth all Proceedings (including bankruptcy or insolvency Proceedings) during the two years prior to the Execution Date that (i) could reasonably be expected to affect the consummation of the transactions contemplated by this Agreement; or (ii) involving the Subject Interests, the Controlled Entities or the Assets.
4.8     Compliance with Laws . Except as set forth on Schedule 4.8 , the Assets are and have been operated in material compliance with applicable Laws. None of SELLER, the Controlled Entities, nor, to the Knowledge of Seller, the Operator, has received notice of any violation or alleged violation of, and no event has occurred, and no condition exists, that would reasonably be expected to result (with or without notice or lapse of time) in a material violation of, any applicable Law.
4.9     Contracts .
(a)    True and complete copies of each Contract, as currently in force, have been made available to Buyer. Except as listed on Schedule 4.9(a) , the Controlled Entities are not in material default and there is no event or circumstance that with notice, or lapse of time or both, would constitute a material event of default by the Controlled Entities under the terms of any of the Contracts. To SELLER’s Knowledge and except as listed on Schedule 4.9(a) , (i) all of the Contracts are in full force and effect and (ii) no counter-party to any of the Contracts is in material default under the terms of such Contract.
(b)    Except for the instruments that create and document the Real Property Interests and those Permits referred to in Section 4.5(b) or as listed on Schedule 4.9(b) , no Controlled Entity is a party to a material Contract with any Governmental Authority.
4.10     No Preferential Rights to Purchase The transfer to BUYER of SELLER’s interest in CENTANA does not trigger a preferential right enabling a Third Person to purchase any portion of Controlled Entity or the assets of CENTANA or any other Controlled Entity.
4.12     No Foreign Person . SELLER is not a “foreign person” as defined in Section 1445 of the Code and in any regulations promulgated thereunder.
4.13     Payments on Real Property Interests . SELLER has paid or will timely pay all amounts owed by the Controlled Entities in respect of its Real Property Interests through the Effective Closing Date.
4.14     Sufficiency of the Assets . Except for the Transferred Assets, or as set forth on Schedule 4.14 , the Assets (including those assets conveyed at Closing by the applicable Transaction Documents) constitute all the assets and properties customarily used by the Controlled Entities during the three year period prior to the Effective Closing Date to conduct the business of the Controlled Entities and to generate their respective revenues and earnings. Each Asset has been owned, constructed, maintained and to SELLER’s Knowledge, operated in a good and workmanlike manner and has been in continuous operation during SELLER’s ownership of the Controlled Entities, except for temporary cessations for the performance of maintenance, repair, replacement, modification, improvement or expansion. The Assets have been maintained in a state of repair so as to be reasonably adequate, in all material respects, for normal operations consistent with past practices.
4.15     Real Property .
(a)     Owned Real Property . Schedule 4.15(a)(i) describes the real property interests that are both (i) held by the DIGP, DIGS or Mobile Bay, and (ii) used principally in connection with, or that are necessary for, the ownership and operation of their businesses (the “ Owned Real Property ”). Schedule 4.19(a)(ii) lists all material easements, rights of way, pipeline right-of-way leases, servitudes, and similar rights that are currently used by the DIGP, DIGS or Mobile Bay principally in connection with, the operation of their businesses (the “ Real Property Easements ”). Except as otherwise set forth on Schedule 4.15(a)(i) and Schedule 4.15(a)(ii) , no Controlled Entity owns any material real property interests including any material easements, rights of way, pipeline right-of-way leases, servitudes, or similar rights. None of the Controlled Entities owns any property in fee. SELLER has made available to BUYER true and complete copies of all Real Property Easements, including any amendments thereto. Neither SELLER nor any Controlled Entity has received notice (i) that the occupation by DIGP, DIGS or Mobile Bay and the use of the Owned Real Property or any Real Property Easements is (a) in violation of documents granting any of them the right to occupy or use the Owned Real Property or Real Property Easements, (b) not supported by a valid and enforceable legal document, or (c) in the process of being terminated, or (ii) of any claim of adverse possession or prescriptive rights involving any Owned Real Property. To SELLER’s Knowledge, all Real Property Easements are valid and enforceable and grant the rights purported to be granted thereby and all rights necessary thereunder for the operation of the Assets and the businesses of DIGP, DIGS or Mobile Bay.
(b)     Leased Real Property . Schedule 4.15(b) describes all of the leasehold interests of the DIGS, DIGP and Mobile Bay in real property used principally in connection with or that is necessary for the ownership and operation of their businesses (the “ Leased Real Property ”). Except as otherwise set forth on Schedule 4.15(b) , no Controlled Entity owns any material leasehold interest. SELLER has delivered or made available to BUYER true and complete copies of leases related to the Leased Real Property, including all amendments thereto (each a “ Lease ”). The Leases are legal, valid and binding obligations of the applicable Controlled Entity that is a party thereto. Each of the Leases is unmodified and in full force and effect and neither SELLER nor the Controlled Entity that is a party thereto have delivered or received a written notice of termination thereunder. Neither SELLER nor any Controlled Entity that is a party to a given Lease has received written notice of a default by such Person which with notice or lapse of time or both (i) would constitute a default that would give rise to an automatic termination or the right of discretionary termination of the Lease or (ii) would cause acceleration of any of such Controlled Entity’s obligations under said Lease. Neither SELLER, nor any Controlled Entity has received written notice that their occupation and use of the Leased Real Property is in violation of any applicable Laws.
(c)     No Encroachment . Except as would not reasonably be expected to have a Material Adverse Effect, all structures, fixtures, facilities and appurtenances to the Owned Real Property and Real Property Easements are located within the boundary lines of such properties, and, to the Knowledge of the SELLER, no structure, fixture, facility or improvement on any parcel adjacent to such properties encroaches onto any portion of such properties.
4.16     Environmental Matters . Except as set forth on Schedule 4.16
(a)    Each of SELLER and the Controlled Entities has all Permits under Environmental Laws necessary for the operation of the Assets as currently conducted. Each of SELLER and the Controlled Entities is in material compliance with all of the terms of its Permits under Environmental Laws, and to SELLER’s Knowledge, for the past seven (7) years has been in material compliance with the terms of such Permits. Each of SELLER and the Controlled Entities is in material compliance with all applicable Environmental Laws.
(b)    No Controlled Entity is subject to any outstanding order, decree, or similar directive issued by any Governmental Authority under any Environmental Laws requiring any Controlled Entity to remediate any Asset or to pay any material fine or penalty; and
(c)    There are no Claims or Proceedings pending or, to SELLER’s Knowledge threatened, which relate to the operations of the Assets and allege a violation of or liability under any applicable Environmental Law.
The representations and warranties set forth in this Section 4.16 are SELLER’s sole and exclusive representations and warranties related to environmental matters.
4.17     Broker’s or Finder’s Fees . No investment banker, broker, finder or other Person is entitled to any brokerage or finder’s fee or similar commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of SELLER or any of its Affiliates that following the Closing would be an obligation of any Controlled Entity or BUYER.
4.18     Labor Matters .
(a)    No Business Employee is a member of or represented by a labor union or other similar organization, a party to a collective bargaining or other labor union agreement, or subject to work rules or practices agreed to by SELLER and its subsidiaries with any labor organization. There are no organizational campaigns, petitions or other unionization activities with respect to any Business Employees.
(b)    Neither SELLER nor DCP is a party to, or otherwise bound by, any settlement, consent decree, order, or injunction with or issued by any Governmental Authority with respect to any Business Employees, the terms and conditions of employment of any Business Employees or the working conditions of any Business Employees.
(c)    The list provided to BUYER as set forth in Section 7.8(a) is current, accurate, and complete.
(d)    Except as set forth in Schedule 4.18(d) , neither SELLER nor DCP has (i) laid off any employees who were assigned on a full time or primary basis to the Assets in the ninety (90) days preceding the Execution Date, (ii) intends to lay off any Business Employee during the period between the Execution Date the Closing Date, or (iii) issued a notice concerning a “mass layoff” or “plant closing” pursuant to the WARN Act or similar applicable Law.
(e)    No Controlled Entity has, or during the past five (5) years has had, any employees.
4.19     Insurance . Schedule 4.19 sets forth a true and complete list of all current insurance policies relating to the Assets or the Controlled Entities (the “ Insurance Policies . SELLER and the Controlled Entities maintain the Insurance Policies, which cover the Assets. All such Insurance Policies are in full force and effect and all premiums due have been paid. Neither SELLER nor the Controlled Entities has failed to give notice of or present any Claim for which it has made a decision to seek recovery under or against an Insurance Policy.
4.20     Capital Commitments . Schedule 4.20 sets forth all scheduled commitments to incur capital expenditures in excess of $250,000 each in connection with the operation of the Assets or after the Closing Date in connection with the operation of the Assets.
4.21     Indebtedness . Except as set forth in Schedule 4.21 or as reflected in the Financial Statements, none of the Controlled Entities has any Indebtedness.
4.22     Organizational Documents . The certificate of formation (or other formation document), partnership agreement and limited liability company agreement, as applicable, for each Controlled Entity (i) have been made available to BUYER prior to the date of this Agreement for its inspection, (ii) are complete and correct, (iii) have not been amended further and (iv) are in full force and effect.
4.23     Bank Accounts . No Controlled Entity holds a bank account or safe deposit boxes.
4.24     Books and Records . The minute books of each of the Controlled Entities (i) have been made available to Buyer, (ii) are current as of the Execution Date, (iii) shall be current as of the Closing Date, and (iv) are complete and correct and have been maintained in accordance with sound business practices. The minute books of each of the Controlled Entities contain accurate and complete records of all meetings, and actions taken by written consent of, the members and the managers, and no meeting, or action taken by written consent, of any such members or managers has been held for which minutes have not been prepared and are not contained in such minute books.
4.25     Derivative Contracts . Except as set forth on Schedule 4.25 , no Controlled Entity is a party to, and no Asset is bound by, any futures, hedges, swaps, collars, puts, calls, floors, caps, options or other Contracts that are intended to benefit from, relate to or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, securities, foreign exchange rates or interest rates (“ Derivative Contracts ”).
4.26     Regulatory Status .
(a)    The Assets owned by DIGP are subject to the jurisdiction of the FERC under the Natural Gas Act of 1938. The Assets owned by DIGS are subject to the jurisdiction of BOEMRE under the Outer Continental Shelf Lands Act. No Assets owned by a Controlled Entity are governed by the provisions of the Interstate Commerce Act.
(b)    The Transmission System is subject to regulation by the Department of Transportation under the Pipeline and Hazardous Materials Safety Administration Rules or Pipeline Integrity Management. While the Gathering System is subject to regulation by the Department of Transportation, it is not subject to the Hazardous Materials Safety Administration Rules or Pipeline Integrity Management.
(c)    Pursuant to that certain Order Issuing Certificates and Declaratory Order issued by the FERC on June 27, 1997, in Docket No. CP97-119-000, et al., FERC found that the Assets now owned by DIGS function as gathering lines as these pipelines’ size and direct tie into various gas supplies indicate a gathering function. Based upon the fact that FERC has taken no action to withdraw, or alter or limit said order, the Gathering System is not subject to the jurisdiction of the FERC under the Natural Gas Act of 1938.
(d)    The Mobile Bay Plant is not subject to the jurisdiction of the FERC under the Natural Gas Act of 1938.
(e)    None of the Controlled Entities are subject to regulation as a public utility company.
(f)    No rate refunds, rebates, offsets or like obligations are accrued or owed by any Controlled Entity with respect to services related to such Controlled Entity’s Assets.
ARTICLE V 
 REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE NON-OPERATED INTEREST
Except as set forth in any of the Schedules delivered to BUYER, as of the signing of this Agreement and as of the Closing, SELLER represents and warrants to BUYER as follows:
5.1     Organization, Good Standing and Authority . MPOG is a general partnership, duly formed and validly existing under the Laws of the State of Delaware and has all requisite general partnership power and authority to own the MPOG System and to carry on its business as now conducted.
5.2     Capitalization .
(a)    The sixty-six and sixty-six one-hundredths percent (66.66%) of the issued, outstanding and authorized general partnership interests of MPOG comprising the Non-Operated Interest is owned beneficially and of record by COG free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities laws).
(b)    To SELLER’s Knowledge, there are no outstanding options, subscriptions, warrants, calls, commitments, pre-emptive rights or other rights obligating MPOG to issue or sell any equity interests of any kind or any securities convertible into or exercisable for any equity interest of any kind.
5.3     No Conflicts . To SELLER’s Knowledge, the execution, delivery and performance by SELLER of this Agreement and the transfer by SELLER of CENTANA to BUYER do not and will not:
(a)    Conflict with, or constitute a violation or breach of, or default under, any agreement to which MPOG is a party;
(b)    Conflict with, or constitute a violation or breach of, or default under, any Law or governmental order applicable to MPOG; or
(c)    Result in the creation or imposition of any Lien other than Permitted Encumbrances on any of the Assets or the Non-Operated Interest.
5.4     Consents; Approvals; Authorizations and Governmental Regulations; Permits . To SELLER’s Knowledge: (i) the MPOG Operator has obtained and maintained all of the Permits required or necessary to operate and maintain the MPOG System in the manner currently conducted (other than immaterial Permits, the absence of which will not adversely affect MPOG, the MPOG System or the continued ownership by COG of the Non-Operated Interest), (ii) all such Permits are valid and in full force and effect, (iii) MPOG has received no notification concerning material violations in respect to any such Permits, and (iv) no Proceeding is pending or threatened with respect to any such Permits.
5.5     Taxes . To SELLER’s Knowledge and except as set forth in Schedule 5.5 :
(a)    All Taxes payable by or imposed against MPOG relating to MPOG or the operation thereof have been fully paid on or before the due date for payment without penalty;
(b)    All Tax Returns that are required to have been filed as to MPOG or the MPOG System have been filed with the appropriate Governmental Authority and all Taxes shown to be due and payable on such Tax Returns have been paid in full;
(c)    (i) MPOG is not under audit or examination by any Governmental Authority, (ii) there are no Claims or Proceedings now pending or threatened against MPOG with respect to any Tax, and (iii) there are no Claims for any additional Tax asserted by any Governmental Authority against MPOG; and
(d)    There are no Liens for Taxes upon any of the properties of MPOG other than Permitted Encumbrances.
5.6     Litigation .
(a)    Except as described in Schedule 5.6(a) , there is no Proceeding pending or to SELLER’s Knowledge threatened against MPOG that (i) affects the consummation of the transactions that are the subject of this Agreement or (ii)  to SELLER’s Knowledge, that involves, affects, or relates to MPOG or the Non-Operated Interest.
(b)    To SELLER’s Knowledge, MPOG is not subject to any material outstanding judgment, order or decree pending or threatened.
5.7     Compliance with Laws . To SELLER’s Knowledge MPOG is operated in material compliance with applicable Laws.
5.8     Contracts . To SELLER’s Knowledge MPOG is not in material default of any contract to which it is a party. To SELLER’s Knowledge, (i) all of MPOG’s contracts are in full force and effect and (ii) no counter-party to any contracts is in material default under any such contract.
5.9     Sufficiency of the Assets . To SELLER’s Knowledge and except as set forth on Schedule 5.9 , the MPOG System constitutes all the assets and properties customarily used by MPOG during the three year period prior to the Effective Closing Date to conduct the business of MPOG and to generate its revenues and earnings. To SELLER’s Knowledge, the MPOG System has been owned, constructed, maintained and operated in a good and workmanlike manner and has been in continuous operation during COG’s ownership of the Non-Operated Interest, except for temporary cessations for the performance of maintenance, repair, replacement, modification, improvement or expansion. To SELLER’s Knowledge, the MPOG System been maintained in a state of repair so as to be reasonably adequate, in all material respects, for normal operations consistent with past practices.
5.10     Environmental Matters . To SELLER’s Knowledge, except as set forth on Schedule 5.10 :
(a)    The operations of MPOG are in material compliance with all Environmental Laws including the possession of and material compliance with Environmental Permits;
(b)    MPOG is not subject to any outstanding order, decree, or similar directive issued by any Governmental Authority under any Environmental Laws requiring MPOG to remediate the MPOG System or to pay any material fine or penalty; and
(c)    MPOG is not subject to any Proceeding that is pending threatened alleging noncompliance with or potential liability under an Environmental Law.
The representations and warranties set forth in this Section 5.10 are SELLER’s sole and exclusive representations and warranties related to MPOG environmental matters.
ARTICLE VI 
 REPRESENTATIONS AND WARRANTIES OF BUYER
As of the signing of this Agreement, BUYER hereby represents and warrants to SELLER as follows:
6.1     Organization, Good Standing and Authority . BUYER is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. BUYER has all requisite power and authority to enter into and perform this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to carry out the transactions that are the subject of this Agreement or of the Transaction Documents. The execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation by BUYER of the transactions that are the subject of this Agreement have been duly and validly authorized by all necessary action by BUYER. This Agreement has been duly executed and delivered by BUYER.
6.2     Enforceability . This Agreement constitutes, and upon execution and delivery of the Transaction Documents to which BUYER is a party, such Transaction Documents will constitute, valid and binding obligations of BUYER, enforceable against BUYER in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting creditor’s rights generally and general principles of equity.
6.3     No Conflicts . The execution, delivery and performance by BUYER of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions that are the subject of this Agreement or of the Transaction Documents, will not:
(a)    Provided that any BUYER Required Consents have been obtained, and excepting the Post-Closing Consents, conflict with, constitute a breach of any agreement to which BUYER is a party;
(b)    Conflict with or result in a violation or breach of, or constitute a default under, the organizational documents of BUYER, including its limited liability company agreement and organization documents; or
(c)    Provided that all of BUYER Required Consents have been obtained, and excepting the Post-Closing Consents, conflict with or result in a violation or breach of any provision of any Law or governmental order applicable to BUYER or its properties or assets.
6.4     Consents, Approvals, COF Authorizations and Compliance with Governmental Regulations . Except (i) as required under the HSR Act, (ii) for Post-Closing Consents, and (iii) as set forth in Schedule 6.4 (the items described in clause (iii) are the “ BUYER Required Consents ”), no order, consent, waiver, permission, authorization or approval of, or exemption by, or notice to, or registration or filing with, any Governmental Authority or Third Person, is necessary for BUYER to execute, deliver and perform this Agreement or the Transaction Documents to which it will be a party. BUYER or the Person that BUYER will appoint as the operator of DIGP and DIGS is an approved operator that maintains in place a certificate of financial responsibility (“ COF ”) in an amount, having the characteristics, and meeting all applicable Laws established, administered and enforced by BOEMRE.
6.5     Litigation . There is no Proceeding pending or to BUYER’s Knowledge, threatened against BUYER that affects the consummation of the transactions that are the subject of this Agreement.
6.6     Independent Investigation . BUYER is knowledgeable in the business of owning and operating natural gas pipelines. In making the decision to enter into this Agreement and consummate the transaction that are the subject of this Agreement, BUYER has relied solely on its own independent due diligence investigations and inspection of the Assets, and the representations, warranties, covenants and undertakings of SELLER in this Agreement and the Transaction Documents. BUYER ACKNOWLEDGES THAT IT IS ACQUIRING THE SUBJECT INTERESTS, THE NON-OPERATED INTEREST AND THE ASSETS IN THEIR “AS IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, AND THAT EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT OR THE TRANSACTION DOCUMENTS, SELLER HAS MADE NO REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, QUALITY, CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE, EXCEPT AS OTHERWISE SET OUT IN THIS AGREEMENT OR THE TRANSACTION DOCUMENTS, EXPRESSLY DISCLAIMED BY SELLER AND WAIVED BY BUYER. BUYER FURTHER ACKNOWLEDGES THAT: (I) THE ASSETS AND THE MPOG SYSTEM HAVE BEEN USED FOR NATURAL GAS OR CRUDE TRANSMISSION OPERATIONS AND PHYSICAL CHANGES IN THE ASSETS, IN THE LANDS AND OFFSHORE WATERS BURDENED THEREBY MAY HAVE OCCURRED AS A RESULT OF SUCH USES AND (II) THE ASSETS INCLUDE OFFSHORE AND ONSHORE PIPELINES AND OTHER EQUIPMENT, THE LOCATIONS OF WHICH MAY NOT BE READILY APPARENT BY A PHYSICAL INSPECTION OF THE ASSETS, THE MPOG SYSTEM OR THE LANDS OR WATERS BURDENED THEREBY. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION, COVENANT OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO (A) THE ACCURACY OR COMPLETENESS OF ANY DATA OR RECORDS DELIVERED TO BUYER WITH RESPECT TO THE SUBJECT INTERESTS, THE NON-OPERATED INTEREST, THE MPOG SYSTEM OR THE ASSETS, INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE ASSETS AND THE MPOG SYSTEM, PRICING ASSUMPTIONS, QUALITY OR QUANTITY OF THE SUBJECT INTERESTS OR NON-OPERATED INTEREST, FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT OR (B) FUTURE VOLUMES OF HYDROCARBONS OR OTHER PRODUCTS GATHERED OR TRANSPORTED THROUGH OR AT THE ASSETS OR THE MPOG SYSTEM.  With respect to any projection or forecast delivered by or on behalf of SELLER or its Affiliates to BUYER, BUYER acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) BUYER is familiar with such uncertainties, and (iii) BUYER is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to BUYER.
6.7     Available Funds . BUYER will have at Closing, sufficient cash to enable it to make payment in immediately available funds of the Purchase Price when due and any other amounts to be paid by it hereunder.
6.8     Broker’s or Finder’s Fees . No investment banker, broker, finder or other Person is entitled to any brokerage or finder’s fee or similar commission in respect thereof based in any way on agreements, arrangements or understandings made by or on behalf of BUYER which following the Closing would be an obligation of SELLER.
ARTICLE VII 
 COVENANTS
7.1     Conduct of Business.
(a)    Without the prior written consent of BUYER, which consent shall not be unreasonably withheld, conditioned or delayed, SELLER agrees, until the earlier of the Closing or the termination of this Agreement, not to and to cause each Controlled Entity not to do the following in respect of the Controlled Entities or the Non-Operated Interest:
(i)    other than in connection with the action authorized by Section 7.12 , sell, transfer, assign, convey or otherwise dispose of (A) any material Assets other than in the ordinary course of business consistent with past practices or (B) any material equipment or other material Personal Property unless it is replaced with other equipment or Personal Property of substantially similar capability and value;
(ii)    create or allow the creation of any Lien other than Permitted Encumbrances on any Asset or the Subject Interests;
(iii)    incur, or commit to incur any liability or obligation to make capital expenditures other than capital expenditures which SELLER reasonably estimates will not exceed (A) $250,000 in the aggregate for any single project or (B) $500,000 in the aggregate for all projects;
(iv)    amend the formation or organizational documents of any Controlled Entity ;
(v)     split, combine or reclassify any equity securities of any Controlled Entity;
(vi)    issue, repurchase, redeem or otherwise acquire, or offer, or have any Third Person or Controlled Entity offer, to repurchase, redeem or otherwise acquire, any of equity security of any Controlled Entity;
(vii)     except as required by Law or by an agreement in effect on the Execution Date, (A) allow any Controlled Entity to make any policy or program that would be a Benefit Plan, (B) increase the compensation payable or that could become payable by any Controlled Entity to any Business Employee, (C) allow any Controlled Entity enter into, establish or adopt any new, amend in any material respect, or terminate any plan, agreement, policy or program that would be a Benefit Plan; or (D) promote any Business Employee;
(viii)    (A)  transfer, license, sell, pledge, lease or otherwise dispose of any assets (whether by way of merger, consolidation, sale of stock or assets, distribution, non-cash dividend or otherwise) of any Entity except in the ordinary course of business, or (B) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization for any Controlled Entity;
(ix)     repurchase, prepay or incur any Indebtedness or guarantee any such Indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of any Controlled Entity, guarantee any debt securities of another Person, make a capital investment in any other Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person or enter into any arrangement having the economic effect of any of the foregoing;
(x)     other than in the ordinary course of business, enter into or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any material Contract or any other agreement that, if in effect as of the date hereof would constitute a material Contract;
(xi)     institute, settle or compromise any Proceeding pending or threatened before any arbitrator, court or other Governmental Authority involving the payment of monetary damages by any Controlled Entity of any amount exceeding $100,000, individually, or $250,000 in the aggregate, other than any Proceeding brought against BUYER arising out of a breach or alleged breach of this Agreement by BUYER;
(xii)     make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable Law;
(xiii)    make any material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(xiv)     sign a document in the nature of a “heads-of” agreement sometimes referred to as: memorandum of an agreement in principle, a letter of intent or memorandum of understanding, with a duration exceeding six months ;
(xv)    enter into any transaction with any of its equity holders, directors, officers, employees or other Affiliates or Representatives;
(xvi)    enter into any Derivative Contracts;
(xvii)    change its fiscal year;
(xviii)     fail to file all Tax Returns due on or before the Effective Closing Date, and such Tax Returns shall be prepared in accordance with past practices, except to the extent that such past practices would subject the Controlled Entity to penalties under applicable Law;
(xix)    make any change in any method of tax accounting principles or practices, or make any Tax election, unless such change or election will not be binding on BUYER or the Controlled Entity after the Closing;
(xx)    fail to maintain all material Permits, approvals, bonds and guaranties affecting the Assets, and make all filings that any Controlled Entity is required to make under applicable Law with respect to the Assets; or
(xxi)    acquire (by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof; or
(xxii)    enter into any agreement to do any of the foregoing.
The Parties agree that the covenants contained in this Section 7.1(a) do not apply to or in any manner restrict SELLER’s right or ability to take any and all actions it wishes in respect to the Transferred Assets.
(b)    Unless BUYER otherwise agrees in writing, which agreement shall not be unreasonably withheld, conditioned or delayed, SELLER shall, and shall cause the Controlled Entities to:
(i)    cause the Assets to be maintained and operated in the ordinary course of business in accordance with the past operating and maintenance practices of Operator, including regular scheduled maintenance and capital expenditures (but excluding any capital expenditure or other matter for which BUYER reasonably withholds its consent under Section 7.1(a) ), and pay or cause to be paid all costs and expenses in connection therewith when due; provided, however , that if SELLER believes that it is desirable to depart from its ordinary course of business with respect to the Assets, it will promptly advise BUYER of the reasons therefore;
(ii)    carry on its business in respect of the Assets in substantially the same manner as it has heretofore; and
(iii)    use reasonable efforts (A) to preserve its business in respect of the Assets intact, and (B) to keep available the services of the employees involved in the conduct of such business, in each case, consistent with past practice; and
(iv)    cause the management committee of MPOG to issue an MPOG Net Distribution, the amount of which shall be dividended by the applicable Controlled Entities for the account of and to ultimately be retained by SELLER. In the event that the referenced MPOG Net Distribution is not completed prior to the Closing, BUYER will cause the proceeds thereof to be transferred to SELLER as soon as possible following the Closing.
7.2     Access Indemnity . BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD THE SELLER INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING OUT OF, RESULTING FROM OR RELATING TO ANY PERSONAL INJURY TO OR PROPERTY DAMAGE CAUSED BY THE ACTS OR OMISSIONS OF BUYER, BUYER’S AFFILIATES, REPRESENTATIVES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF (COLLECTIVELY WITH BUYER, “ BUYER REPRESENTATIVES ”) IN CONNECTION WITH ANY PERSONAL INJURY TO, OR PROPERTY DAMAGE CAUSED BY, BUYER REPRESENTATIVES DURING THE COURSE OF ANY OFFICE VISIT, FIELD VISIT, ENVIRONMENTAL PROPERTY ASSESSMENT OR OTHER DUE DILIGENCE INVESTIGATION CONDUCTED BY BUYER OR ANY BUYER REPRESENTATIVE WITH RESPECT TO THE ASSETS OR THE CONTROLLED ENTITIES. BUYER shall comply fully with all rules, regulations, policies and instructions delivered by SELLER or Operator to BUYER in writing regarding BUYER’s actions while upon, entering or leaving any property included in the Assets, including any insurance requirements that SELLER may impose on contractors authorized to perform work on any property owned or operated by SELLER or the Controlled Entities.
7.3     Effect of Casualty Loss . SELLER will promptly notify BUYER of any Casualty Loss of which SELLER becomes aware prior to the Closing. If a Casualty Loss occurs and SELLER’s good faith estimated cost to repair or replace the destroyed or damaged Asset does not exceed $10,000,000, SELLER may elect, by issuing notice to BUYER within 10 days after making the determination to repair or replace the destroyed or damaged Asset, to proceed with repairing or replacing such damaged or destroyed Asset. Upon issuing said notice, the Closing will be extended for up to 90 days during which time SELLER will at its sole cost and expense return the affected Asset to a condition comparable in all material respects to such Asset’s condition immediately prior to the Casualty Loss. If (i) a Casualty Loss occurs and the good faith estimated cost to repair or replace the destroyed or damaged Asset exceeds $10,000,000, or (ii) a Casualty Loss occurs and (A) the cost to repair or replace the destroyed or damaged Asset does not exceed $10,000,000 and (B) SELLER elects not to repair or replace such damaged or destroyed Asset, BUYER may elect to terminate this Agreement, by issuing a notice to SELLER within 10 days after the later to occur of (i) or (ii).
7.4     Names . As soon as reasonably possible, but in no event later than 90 days after Closing, BUYER shall remove the names of SELLER and its Affiliates, including “DCP,” “CENTANA” and all variations thereof, from the Assets. As soon as reasonably possible after the Closing, BUYER shall make the requisite filings with, and provide the requisite notices to, the appropriate Governmental Authorities to reflect that BUYER has title to the Assets. BUYER is acquiring and is entitled to use the names of “Dauphin Island Gathering Partners” and “Dauphin Island Gathering System, LLC” after Closing.
7.5     HSR Act Filings .
(a)    As soon as practicable after the date hereof, the Parties shall file a Notification and Report Form and such other filings as required under the HSR Act with the FTC concerning the transactions contemplated by this Agreement.
(b)    The Parties shall each use all commercially reasonable efforts to furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with the preparation of any further necessary filings or submissions under the provisions of the HSR Act.
(c)    The Parties agree, and shall cause their respective Affiliates, to cooperate and to use their respective commercially reasonable efforts to obtain any governmental clearances required for Closing, including early termination of the waiting period under the HSR Act and any applicable state antitrust or fair trade Law. Notwithstanding anything to the contrary in this Section 7.5 , neither Party, nor any of their Affiliates, shall be required by this Section 7.5 to take any action that would require or result in holding separate or divesting assets or operations of SELLER, BUYER or any of their Affiliates in order to have satisfied their obligation under this Section 7.5 .
(d)    The applicable filing fees in connection with the filings required to be made under the HSR Act shall be borne 50% by BUYER and 50% by SELLER.
7.6     Regulatory Filings .
(a)     General Pre-Closing Filings . BUYER and SELLER will proceed diligently and in good faith and use all commercially reasonable efforts, as promptly as practicable to obtain all consents, approvals or actions of, to make all filings with, and to give all notices to, Governmental Authorities required to accomplish the transactions contemplated by this Agreement; provided, however , that the cost to obtain Post-Closing Consents shall be borne by BUYER.
(b)     Post-Closing FERC Filings . SELLER will timely prepare and file the Index of Customers that DIGP must file with the FERC prior to the Closing Date. BUYER will timely prepare and file the Index of Customers that DIGP must file with the FERC for any periods from and after the Closing Date. BUYER will timely make all additional filings with the FERC that are due in respect of the activities of DIGP subsequent to the Closing Date (the “ Post-Closing FERC Filings ”). If SELLER possesses information not included in the Assets that BUYER requires to prepare and make the Post-Closing FERC Filings, SELLER will cooperate with BUYER to supply such information for inclusion in the Post-Closing FERC Filings.
(c)    BUYER will specifically identify in DIGP’s Annual Report of Activity for Calendar Year 2014 under the Blanket Certificate issued pursuant to 18 CFR Section 157.207 the fact that DIGP transferred its interests in the Tekas System and the Roberts Ranch System to an Affiliate of SELLER prior to the Closing. SELLER will cooperate with BUYER to supply specific information necessary to make such disclosure in DIGP’s Annual Report.
7.7     Preservation of Records .
(a)    For a period of seven years after the Effective Closing Date, the Party in possession of the originals of the Records will retain such Records at its sole cost and expense and will make such Records available to the other Party upon reasonable notice for inspection and/or copying, at the expense of the requesting Party, at the headquarters of the Party in possession (or at such other location in the United States as the Party in possession may designate in writing to the other Party) at reasonable times and during regular office hours. SELLER may retain a copy of the Records.
(b)    As promptly as practicable following the Closing Date, SELLER will transfer to BUYER SELLER’s original files and Records relating to the Controlled Entities and the Assets. If any contracts or agreements are only being partially assigned, SELLER will retain the original files and transfer to BUYER copies of those portions of the files that are applicable to the transactions that are the subject of this Agreement. The cost transfer of any original files and Records pursuant to this Section shall be borne by BUYER up to $5,000 and by SELLER for all amounts exceeding $5,000.
7.8     Employees .
(a)    SELLER will, within five days of the Execution Date, provide BUYER with a list of certain of the employees who are assigned on a full time or primary basis to the operations of one or more of the Controlled Entities (the “ Business Employees ”) and, with respect to each Business Employee, the Business Employee’s name, title, compensation, date of hire, start date of current position, all benefits offered by SELLER to each Business Employee, his or her accrued and unused vacation time as of the date when such list is provided, and incentive targets.
(b)    BUYER, or an Affiliate of BUYER, may hire certain Business Employees following interviews with the Business Employees. BUYER has the right to interview the Business Employees during normal working hours (including onsite interviews) consistent with the operating requirements of the Controlled Entities, applicable Law and, with the written permission of each such employee, may review and retain copies of personnel records. No later than 30 days after the Execution Date, BUYER will deliver to SELLER a written list containing the name and proposed offer (including base pay and benefits) of all of the Business Employees to whom BUYER wishes to make offers of employment. Business Employees who accept the BUYER’s offer of employment shall be considered employees of BUYER, or an Affiliate of Buyer, as of the Closing Date and their employment by DCP terminated on the Closing Date. The Business Employees who accept and actually commence employment with BUYER, or an Affiliate of Buyer, on the Closing Date (unless the Parties mutually agree to a later commencement date) are hereinafter collectively referred to as the “ Continuing Employees .”
(c)    Except as otherwise provided for in this Agreement, SELLER is responsible for all compensation and benefits owing to Business Employees up to the Effective Closing Date, and BUYER is not responsible for the foregoing. Should a Claim be made against BUYER for such compensation and benefits, SELLER will indemnify BUYER and hold it harmless against such Claims, including, but not limited to, damages, penalties, reasonable attorneys’ fees, costs or interest.
(d)    With respect to any employees of SELLER who perform services with respect to any of the Assets and whose employment relationship with SELLER is terminated by SELLER, SELLER shall comply with all applicable Laws in connection therewith, including the WARN Act.
(e)    With respect to the Continuing Employees:
(i)    Each Continuing Employee shall be eligible to participate in the BUYER benefit plans set forth on Schedule 7.8(e) (the “ BUYER Benefit Plans ”) in accordance with the terms of each such plan, based on the commencement of his or her employment with the BUYER on the Closing Date, unless the Parties mutually agree to a later commencement date. Such BUYER Benefit Plans are not less than or inferior to the benefits received by other employees of BUYER’s employing Affiliate.
(ii)    If BUYER terminates the employment of any Continuing Employee within 12 months after the Closing Date, unless such termination is for cause, BUYER will pay such Continuing Employee severance based on terms of BUYER’s severance benefit plan in effect at the time, taking into account years of service recognized by SELLER and years of service with BUYER.
(iii)    BUYER shall grant all Continuing Employees credit for their service with SELLER (and SELLER’s predecessor entities) for purposes of eligibility to participate in and vesting credits in BUYER’s service award, vacation programs and policies and retirement plans. For the year during which such coverage begins, BUYER shall credit under any medical and/or dental benefit plan maintained by BUYER all Continuing Employees with any deductibles and co-payments already incurred during such year under SELLER’s group health plan, and waive any pre-existing conditions, exclusions or limitations as to coverage, any evidence-of-insurability provisions, and any waiting-period requirements under such plans. BUYER shall apply towards any deductible requirements and out-of-pocket maximum limits under such BUYER’s welfare benefit plans that are applicable to 2014, any similar deductible requirements and out-of-pocket maximum limits satisfied by any Continuing employee under SELLER’s welfare Benefit Plans. Prior to the Closing, SELLER shall prepare and deliver to each Continuing Employee and request such Continuing Employee to deliver to BUYER a schedule setting forth the amount of the deductible and out-of-pocket maximum limits satisfied by each Continuing Employee under SELLER welfare Benefit Plans with the information available as of the date the schedule is prepared, which schedule shall be updated through the Closing as soon as reasonably practical after the Closing.
(iv)    BUYER shall cause the trustee of BUYER’s 401(k) plan trust to accept direct rollovers from SELLER’s 401(k) plan trust for each Continuing Employee electing the same with respect to a distribution of his or her vested account thereunder. In addition, participant promissory notes for any outstanding loans of Continuing Employees under SELLER’s 401(k) plan shall be rolled over to BUYER’s 401(k) plan trust. If any Continuing Employee does not rollover his or her account to BUYER’s 401(k) plan, such Continuing Employee may continue to participate in SELLER’s 401(k) plan as a terminated participant in accordance with the terms thereof, and SELLER shall retain all responsibility for the management and administration of such Continuing Employee’s account balances under SELLER’s 401(k) plan.
(v)    The number of vacation days that each Continuing Employee shall be entitled under BUYER’s vacation policies for 2014 shall be no less than the number of remaining vacation days to which such employee would have been entitled (determined assuming that such employee worked for the full calendar year) under SELLER’s vacation policies determined as of the Closing Time, which such employee has not used and for which such employee has not been paid by SELLER. Promptly following the Closing, SELLER shall provide BUYER with a written exhibit showing the number of remaining vacation days for each Continuing Employee.
(f)    For the 12 month period following the Closing Date, if BUYER or any of its Affiliates directly or indirectly (including as an employee, a contractor or an employee of a contractor or subcontractor) retain the services of any Business Employee to whom SELLER paid severance payments or benefits because the employment of such Business Employee with SELLER was terminated, BUYER shall immediately reimburse SELLER the actual amount or value of severance pay that SELLER paid to such Business Employee.
(g)    SELLER shall take all actions necessary to continue COBRA continuation coverage to all individuals who are M&A Qualified Beneficiaries (within the meaning assigned to such term under Q&A-4 of Treasury Regulation Section 54.4980B-9) with respect to the sale of the Subject Interests to the BUYER for the duration of the period to which such individuals are entitled to such coverage.
(h)    Notwithstanding anything in this Agreement to the contrary, (i) nothing in this Agreement shall create any obligation on the part of BUYER or any Affiliate of BUYER to continue the employment of any employee for any definite period following the Closing Date, and (ii) nothing in this Agreement shall preclude BUYER or any Affiliate of BUYER from altering, amending, or terminating any of its Benefit Plans, or the participation of any of its employees in such plans, at any time.
(i)    No provision of this Section 7.8 shall constitute an amendment to any Benefit Plan maintained by the BUYER, SELLER or an Affiliate of either the BUYER or SELLER. Nor shall any provision of this Section 7.8 create any third party beneficiary rights, or inure to the benefit of or be enforceable by, any current or former employee, director, manager, service provider or the dependent or beneficiary of any current or former employee, manager, director or service provider or any Person representing the interests of any such individual.
7.9     Credits and Receipts . With respect to the month in which Closing occurs, revenues will be prorated between the Parties based upon the number of days that have elapsed in the month. Subject to the foregoing and the other provisions hereof (including the indemnification provisions hereof), all monies, proceeds, receipts, credits and income attributable to the Controlled Entities, the Non-Operated Interest and the Assets (as determined in accordance with GAAP) (i) for all periods of time at and after the Effective Closing Date, shall be the sole property and entitlement of BUYER, and, to the extent received by SELLER, shall be promptly accounted for and transmitted to BUYER and (ii) for all periods of time prior to the Effective Closing Date, shall be the sole property and entitlement of SELLER and, to the extent received by the Controlled Entities or BUYER, shall be promptly accounted for and transmitted to SELLER.
7.10     Settlement of Intercompany Accounts and Termination of Intercompany Contracts . The Parties acknowledge and agree that prior to the Closing SELLER will cause the Controlled Entities to settle all amounts receivable or payable with any Affiliates in respect of Intercompany Agreements or otherwise such that at the Closing Date no Controlled Entity will owe amounts to any SELLER or to any SELLER Affiliate and neither SELLER nor any SELLER Affiliate will owe any amounts to any Controlled Entity.  Further, the Parties acknowledge and agree that prior the Closing Date SELLER shall cause all Intercompany Agreements to be terminated such that no Controlled Entity shall have any further obligation under any Intercompany Agreements.
7.11     Idle Well Conductor Removal . If prior to Closing the three idle well conductors located at Main Pass Platform 225 have not been removed from said platform (the “ Conductors ”), SELLER will, as a post-Closing covenant, but not as a condition to Closing, cause the Conductors or the portion thereof that remain located at Main Pass Platform 225 to be removed in accordance with SELLER’s operating and engineering procedures, requirements, and standards and in accordance with all applicable Laws. SELLER will bear the entire cost of removing and disposing of the Conductors, and in consideration thereof, BUYER agrees that SELLER will acquire title to and the right to sell or dispose of the Conductors in such manner as SELLER may elect and to retain the proceeds of any such action, so long as SELLER complies with the covenants of this Section 7.11 .
7.12     Like-Kind Exchange . Either BUYER or SELLER shall have the right at any time prior to Closing to assign all or a portion of its rights (but not its obligations) under this Agreement to a qualified intermediary in order to accomplish the transactions contemplated by this Agreement in a manner that would comply, either in whole or in part, with the requirements of a like-kind exchange pursuant to Section 1031 of the Code. A Party that assigns its rights under this Agreement for this purpose shall provide the other Party with prior written notice. Any assignment of this Agreement to a qualified intermediary shall not release the non-assigning Party from any of its liabilities or obligations under this Agreement. No Party shall be obligated to pay any additional costs or incur any additional obligations under this Agreement if such costs or additional obligations are the result of the other Party’s like-kind exchange, and a Party electing to participate in a like-kind exchange agrees to hold harmless and indemnify the other Party from and against all claims, losses and liabilities, if any, resulting from the like-kind exchange. The rights of the Parties shall not be affected by any determination that the transaction does not qualify as a like-kind exchange.
7.13     Cooperation and Reasonable Efforts . The Parties agree to cooperate with each other and to use commercially reasonable efforts to cause all of the conditions precedent to Closing to be satisfied as soon as practicable.
7.14     Resignation of Officers and Managers . At the Closing, SELLER shall deliver to BUYER evidence reasonably satisfactory to BUYER of the Resignations, effective as of the Closing.
7.15     Conveyance of the Transferred Assets . On or before the Closing Date, SELLER shall assign and convey the Transferred Assets (including all past, present and future liabilities and obligations relating thereto) to an Affiliate of SELLER. After Closing, regardless of when and by whom the actual invoice or demand for payment is received, SELLER shall pay and be responsible for all past, present and future liabilities and obligations associated with the Transferred Assets.

7.16     Termination of Derivative Contracts . SELLER shall terminate all Derivative Contracts to which any Controlled Entity is a party or to which an Asset is bound, to the extent possible, prior to or contemporaneously with Closing, but in any event no later than the second Business Day following the Closing Date.
7.17     Confidentiality . After the Closing, SELLER and its Affiliates will hold, and will use their commercially reasonable efforts to cause their respective Representatives to hold, in confidence, unless compelled to disclose by Law, all confidential documents and information concerning each Controlled Entity and the business thereof, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by SELLER, (ii) in the public domain through no fault of SELLER or its Affiliates or (iii) later lawfully acquired by SELLER from sources other than those related to its prior ownership of each Controlled Entity. The obligation of SELLER and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information.
7.18     Financial Statements . (a)    Upon the Execution Date the Parties shall cooperate to create the Financial Statements; provided , however , that SELLER shall provide the Financial Statements to BUYER no later than seventy-five (75) days following the Closing Date.
(b)    The “ Financial Statements ” shall be defined as ( i) the audited combined balance sheets of the Controlled Entities as of December 31, 2013 and 2012, together with the statements of operations, cash flows and partners’ capital of each of the Controlled Entities for the twelve months ended December 31, 2013, 2012 and 2011, and the related notes thereto, (ii) the unaudited combined balance sheet of the Controlled Entities as of June 30, 2014, together with the statements of operations, cash flows and partners’ capital of the Controlled Entities for the six (6) months ended June 30, 2014 and 2013, and the related notes thereto.
(c)     The Financial Statements (A) shall be prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), (B) shall be consistent with the books and records of the Controlled Entities, (C) will fairly present in all material respects the combined financial position of the Controlled Entities as of the date thereof and the combined results of operations, cash flows and changes in financial position of the Controlled Entities, and (D) will be compliant with Rule 3-05 of Regulation S-X promulgated by the Securities and Exchange Commission, for the period presented therein;  provided ,  however , that the Financial Statements as of and for the six months ended June 30, 2014 shall be subject to normal year-end adjustments none of which, individually or in the aggregate, would be reasonably be expected to be material.
(d)     SELLER shall allow BUYER to review draft Financial Statements prior to their issuance to determine whether additional information or understanding is required by BUYER in order to adequately account for (i) the financial position of the Controlled Entities and (ii) all transactions of the Controlled Entities post-Closing.
(e)     The SELLER will provide required management representation to SELLER’s accounting firm, as necessary, in conjunction with the issuance of consent to use the audit opinion associated with the Financial Statements.
(f)     BUYER will reimburse SELLER for reasonable incremental costs incurred associated with the preparation, audit and review of Financial Statements.
7.19     W&T Dispute 7.20    . As of the Execution Date, DIGP is involved in a contractual dispute with W&T Offshore, Inc. generally relating to third party gas production handling revenues (the “ W&T Dispute ”). It is anticipated that the W&T Dispute will not be resolved prior to Closing. In connection with the W&T Dispute, the Parties agree as follows:
(a)    SELLER and BUYER desire that DIGP continue to pursue the claims asserted by DIGP in the W&T Dispute.
(b)    SELLER, on behalf of DIGP, shall continue to pursue the W&T Dispute in the normal course of business up to the Closing Date.
(c)    At Closing, BUYER and SELLER shall enter into an agency agreement, the form of which is attached as Exhibit J , consistent with this Section 7.19 (the “ W&T Agency Agreement ”) pursuant to which BUYER shall appoint SELLER as DIGP’s agent for the limited purpose to allow SELLER to continue to pursue DIGP’s claims in the W&T Dispute in the normal course of business after the Closing Date.
(d)    At all times, SELLER shall be solely responsible to manage the W&T Dispute in its sole discretion including, but not limited to, pursuit of DIGP’s claims, abandonment of DIGP’s claims, and/or the settlement or compromise of DIGP’s claims.
(e)    At all times, SELLER shall be responsible for any and all costs and expenses associated with SELLER’s pursuit of the DIGP claims.
(f)    Upon resolution of the W&T Dispute and receipt, if any, of a favorable financial award, the proceeds of such award shall be allocated between SELLER and BUYER as follows:
(i)    First, SELLER shall be reimbursed for any and all costs and expenses incurred by SELLER at any time in pursuit of the DIGP claims in the W&T Dispute;
(ii)    Second, SELLER shall receive that amount of the net award attributable to those damages that accrued prior to the Closing Date; and
(iii)    Third, BUYER shall receive that amount of the net award attributable to those damages that accrued after the Closing Date.
(g)    Upon resolution of the W&T Dispute and receipt, if any, of a financial obligation, the total amounts owned pursuant to such obligation shall be paid by SELLER.
(h)    SELLER shall keep BUYER reasonably informed as to the status of the W&T Dispute.
(i)    The rights and obligations set forth in this Section 7.19 shall survive Closing until such time as the W&T Dispute is abandoned or resolved by SELLER.
ARTICLE VIII 
 CONDITIONS TO CLOSING

8.1	Conditions of BUYER and SELLER The obligation of SELLER and of BUYER to close the transactions set forth in this Agreement is subject to the satisfaction of the following conditions:	
(a)    No Proceeding shall be pending or threatened which seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement;
(b)    Any applicable waiting period under the HSR Act relating to the transactions contemplated by the Agreement shall have expired or been terminated; and
(c)    SELLER shall have received all consents, authorizations, orders and approvals from Governmental Authorities referred to in Section 4.4 and BUYER shall have received all consents, authorizations, orders and approvals from Governmental Authorities referred to in Section 5.4 , in each case, in form and substance reasonably satisfactory to BUYER or SELLER, as applicable; provided , that the Parties may act to mutually waive all or any portion of this condition.
8.2     SELLER’s Conditions . The obligation of SELLER to close the transactions set forth in this Agreement is subject to the satisfaction of the following conditions, any of which may be waived in SELLER’s sole discretion:
(a)    The representations and warranties of BUYER contained in ARTICLE VI hereof shall be true and correct in all material respects (disregarding all materiality and Material Adverse Effect qualifications contained therein) on and as of the Closing (except for representations and warranties that, in accordance with their terms speak only as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);
(b)    BUYER shall have performed in all material respects the obligations, covenants and agreements of BUYER contained herein and in each of the other Transaction Documents that are required to have been performed prior to Closing;
(c)    All of the BUYER Required Consents shall have been obtained;
(d)    From the Execution Date, none of the Controlled Entities nor MPOG shall have suffered a Material Adverse Effect;
(e)    SELLER shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of BUYER, that each of the conditions set forth in Sections 8.2(a) and 8.2(b) have been satisfied;
(f)    SELLER shall have received BUYER’s wire transfer of the amount due with respect to the Purchase Price (as set forth in the Closing Statement); and
(g)    BUYER shall have delivered to SELLER duly executed Transaction Documents .
8.3     BUYER’s Conditions . The obligation of BUYER to close the transactions set forth in this Agreement is subject to the satisfaction of the following conditions, any of which may be waived in BUYER’s sole discretion:
(a)    The representations and warranties of SELLER contained in ARTICLE IV and ARTICLE V shall be true and correct on and as of the Closing (except for representations and warranties that, in accordance with their terms speak only as of an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);
(b)    SELLER shall have performed, in all material respects, the obligations, covenants and agreements of SELLER contained herein and in each of the other Transaction Documents that are required to have been performed prior to Closing;
(c)    All of the SELLER Required Consents shall have been obtained; provided, however , that failure to obtain any SELLER Required Consents shall not be a condition of BUYER to close if SELLER agrees in writing to amend Schedule 11.2(b) to include liabilities arising from failure to obtain each such SELLER Required Consent;
(d)    BUYER shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of SELLER, that each of the conditions set forth in Sections   8.2(a) and 8.2(b) have been satisfied;
(e)    BUYER shall have received the Resignations;
(f)    SELLER shall have delivered to BUYER a good standing certificate (or its equivalent) for each of the Controlled Entities from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which each of the Controlled Entities is organized;
(g)    SELLER shall have delivered to BUYER the Non-Foreign Certificate;
(h)    From the Execution Date, none of the Controlled Entities nor MPOG shall have suffered a Material Adverse Effect;
(i)    SELLER shall have delivered evidence to BUYER of the assignment and conveyance of the Transferred Assets to an Affiliate of SELLER;
(j)    SELLER shall have delivered, or caused to be delivered, to BUYER assignments conveying the membership interests in CENTANA, DDI and Mobile Bay in accordance with the terms of this Agreement; and
(k)    SELLER and DCP shall have delivered to BUYER duly executed Transaction Documents .
ARTICLE IX 
 CLOSING
9.1     Time and Place of Closing. Time and Place of Closing
9.2     Deliveries at Closing . At the Closing,
(a)    SELLER will execute and deliver or caused to be executed and delivered to BUYER:
(i)    Each of the Transaction Documents, including the SELLER’s Guaranty, to which SELLER, DCP or any of SELLER’s other Affiliates are a party;
(ii)    Certificates issued by appropriate Governmental Authorities evidencing the good standing and existence of each of SELLER, CENTANA, DDI, COG, Mobile Bay and DIGS in Delaware, as of a date not more than 30 days prior to the Closing Date;
(iii)    The certificate referred to in Section 8.3(d) ;
(iv)    The Resignations;
(v)    A Non-Foreign Certificate in the form of Exhibit C ;
(vi)    The SELLER Required Consents;
(vii)    Certificates or other instruments evidencing the transfer and conveyance of the Subject Interests, as required by Section 8.3(j) ;
(viii)    Evidence of the assignment and conveyance of the Transferred Assets to an Affiliate of SELLER; and
(ix)    A wire transfer of the Escrow Fund to the designated account of the Escrow Agent.
(b)    BUYER will execute and deliver or caused to be executed and delivered to SELLER:
(i)    Each of the Transaction Documents, including the BUYER’s Guaranty, to which BUYER or BUYER’s Affiliates are a party;
(ii)    Certificates issued by appropriate Governmental Authorities evidencing the good standing and existence of BUYER in Delaware, as of a date not more than 30 days prior to the Closing Date;
(iii)    The certificate referred to in Section 8.2(d) ;
(iv)    The BUYER Required Consents; and
(v)    A wire transfer to SELLER of the amount due to SELLER at Closing as set forth in Section 2.2 above.
ARTICLE X 
 TERMINATION
10.1     Termination at or Prior to Closing . This Agreement may be terminated and the transactions contemplated hereby abandoned as follows:
(a)    SELLER and BUYER may elect to terminate this Agreement at any time prior to the Closing by mutual written consent of the Parties;
(b)    SELLER or BUYER, by written notice to the other Party, may terminate this Agreement if the Closing shall not have occurred by October 2, 2014 provided, however , that neither Party may terminate this Agreement if such Party is at such time in breach of this Agreement; and provided , further , that such October 2, 2014 date shall be extended (i) for 5 Business Days beyond the completion of any cure period under Section 7.3 (such date, as may be extended pursuant to this Section 10.1(b) , the “ Termination Date ”) and (ii) for 30 days beyond the completion of each request for additional information by the FTC with regard to the HSR Act filings referenced in Section 7.5 ;
(c)    SELLER or BUYER, by written notice to the other Party, may terminate this Agreement at any time on or prior to the Closing if the other Party shall have materially breached a covenant or agreement of such other Party contained this Agreement and such breach or failure is not cured within 15 days after receipt of written notice thereof from the non-breaching Party;
(d)    By written notice to BUYER, SELLER may terminate this Agreement if SELLER has not timely received the Deposit as provided in Section 2.4 ;
(e)    By written notice to SELLER, the BUYER may terminate this Agreement in accordance with Section 7.3 ; and
(f)    Either Party may terminate this Agreement to the extent such termination is expressly authorized by another provision of this Agreement.
10.2     Effect of Termination . In the event that Closing does not occur as a result of either Party exercising its right to terminate pursuant to Section 10.1 , then neither Party shall have any further rights or obligations under this Agreement, except that (i) nothing herein shall relieve either Party from any liability for its breach of this Agreement or liability for fraud, and (ii) the provisions of Section 2.4 and ARTICLE XII shall survive any termination of this Agreement.
ARTICLE XI 
 INDEMNIFICATION
11.1     Indemnification by BUYER . Effective upon Closing, BUYER shall defend, indemnify and hold harmless SELLER and its Affiliates, and all of its and their directors, officers, employees, partners, members, contractors, agents, and representatives (collectively, the “ SELLER Indemnitees ”) from and against any and all Losses incurred by a SELLER Indemnitee as a result of or arising out of the breach of any of the representations, warranties, covenants, or agreements of BUYER contained in this Agreement, any Transaction Document or in any certificate delivered hereunder or thereunder.
11.2     Indemnification by SELLER . Effective upon Closing, SELLER shall defend, indemnify and hold harmless BUYER and its Affiliates, and all of its and their directors, officers, employees, partners, members, contractors, agents, and representatives (collectively, the “ BUYER Indemnitees ”) from and against any and all Losses incurred by a BUYER Indemnitee as a result of or arising out of:
(a)    the breach of any of the representations, warranties, covenants or agreements of SELLER contained in this Agreement, any Transaction Document or in any certificate delivered hereunder or thereunder;
(b)    the matters described in Schedule 11.2(b) ; and
(c)    the Transferred Assets .
11.3     Deductibles, Caps, Survival and Certain Limitations .
(a)    All representations, warranties, covenants and indemnities made by the Parties in this Agreement or pursuant hereto, shall survive the Closing as hereinafter provided, and shall not be merged into any instruments or agreements delivered at Closing.
(b)    With respect to the obligations of SELLER under Section 11.2(a) :
(i)    no BUYER Indemnitee shall be entitled to assert any right to indemnification after (1) with respect to the breach of any of the representations or warranties of SELLER contained in this Agreement other than as set forth in subsections (2) or (3) of this Section 11.3(b)(i) , 18 months from the Closing Time, (2) with respect to the breach of any of the representations or warranties of SELLER contained in Section 4.9 , 24 months from the Closing Time, and (3) with respect to the breach of the representations, warranties or covenants set forth in Sections 4.1 , 4.2 , 4.3 , 4.17 , 5.1 , 5.2 , 7.11 and 12.3(a) (collectively the “ Fundamental Representations ”), until the applicable statute of limitations expires;
(ii)    other than with respect to Fundamental Representations, no BUYER Indemnitee shall be entitled to assert any right to indemnification unless the individual Claim or series of related Claims which arise out of substantially the same facts and circumstances exceed $50,000
(iii)    other than with respect to Fundamental Representations, none of the BUYER Indemnitees shall be entitled to assert any right to indemnification unless such Claims in the aggregate exceed $2,000,000, and then only to the extent that all such Claims exceed said amount; and
(iv)    none of the BUYER Indemnitees shall be entitled to assert any right to indemnification to the extent such claims exceed in the aggregate twelve and one half percent (12.5%) of the Purchase Price (the “ Cap ”); provided that the Cap shall not limit a BUYER indemnification Claim arising from SELLER’s breach of a Fundamental Representation.
(c)    For purposes of determining rights and damages pursuant to this ARTICLE XI, the breach of any representation, warranty, covenant or agreement contained in this Agreement shall be determined without regard to any materiality or Material Adverse Effect contained in said representation, warranty, covenant or agreement.
(d)    Any claim for indemnification under this Agreement made by any Party shall be in writing, be based upon a Claim that is actually asserted (and, with respect to a BUYER Indemnitee, be delivered in good faith prior to the respective survival period under Section 11.3(b)(i) ), and shall specify in reasonable detail the specific nature of the Claim for indemnification hereunder (“ Claim Notice ”). Any such Claim that is described in a timely delivered Claim Notice shall survive from and after the applicable survival period under Section 11.3(b)(i) with respect to the specific matter described therein.
11.4     Notice of Asserted Liability; Opportunity to Defend .
(a)    All Claims for indemnification hereunder shall be asserted and handled pursuant to Section 11.3(a) and this Section 11.4 . Any person claiming indemnification hereunder is referred to herein as the “ Indemnified Party ” or “ Indemnitee ” and any Person against whom such Claims are asserted hereunder is referred to herein as the “ Indemnifying Party ” or “ Indemnitor .”
(b)    If a Claim is asserted against an Indemnified Party or any Loss is sought to be collected by an Indemnified Party from an Indemnifying Party, the Indemnified Party shall with reasonable promptness provide to the Indemnifying Party a Claim Notice. The failure to give any such Claim Notice shall not affect the rights of the Indemnified Party to indemnification hereunder unless the Indemnifying Party is prejudiced thereby and then only to the extent the Indemnifying Party is prejudiced thereby.
(c)    The Indemnifying Party shall have 30 days from the receipt of the Claim Notice (the “ Notice Period ”) to notify the Indemnified Party (i) whether it disputes liability to the Indemnified Party hereunder with respect to the Claim or Loss, or (ii) in the case where Losses are asserted against or sought to be collected from an Indemnifying Party by the Indemnified Party, whether the Indemnifying Party desires at its own sole cost and expense to attempt to remedy such Losses or (iii) in the case where Claims are asserted against or sought to be collected from an Indemnified Party by a Third Person (“ Third Person Claim ”), whether the Indemnifying Party desires to defend the Indemnified Party against such Third Person Claim (which defense shall be at the sole cost and expense of the Indemnifying Party, and with counsel of its own choosing); provided, however , that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it deems necessary or appropriate to protect its interests or those of the Indemnifying Party (and of which it shall have given notice and opportunity to comment to the Indemnifying Party) and not prejudicial to the Indemnifying Party.
(d)    If the Indemnifying Party does not give notice to the Indemnified Party of its election to contest and defend any such Third Person Claim within the Notice Period, then the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party and shall be responsible for all costs incurred in connection therewith (including legal fees and expenses).
(e)    If the Indemnifying Party is obligated to defend and indemnify the Indemnified Party, and (i) the Parties have a conflict of interest with respect to any such Third Person Claim, or (ii) there are legal defenses available to an Indemnified Party that are different or in addition to those available to the Indemnifying Party, then the Indemnified Party may, in its sole discretion, separately and independently contest and defend such Third Person Claim, and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party and shall be responsible for all costs incurred in connection therewith (including legal fees and expenses).
(f)    If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against Third Person Claim, the Indemnifying Party shall have the right to defend all appropriate Proceedings, with counsel of its own choosing, and such Proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in any such defense or settlement it may do so at its sole cost and expense (subject to subsection (e) of this Section 11.4 ). If the Indemnified Party joins in any such Third Person Claim, the Indemnifying Party shall nevertheless have full authority to determine all action to be taken with respect thereto.
(g)    Each Party agrees to cooperate with the other Party and its counsel in contesting any Third Person Claim and in making any counterclaim against the Third Person asserting the Third Person Claim, or any cross-complaint against any person. No Third Person Claim may be settled or otherwise compromised without the prior written consent of the Indemnifying Party.
(h)    Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party or imposes any continuing obligation on or requires any payment from the Indemnified Party without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
(i)    At any time after the commencement of defense of any Third Person Claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the settlement, payment or compromise by the Indemnifying Party of the asserted Third Person Claim, but only if the Indemnifying Party agrees in writing to be solely liable for such Third Person Claim; whereupon such action shall be taken unless the Indemnified Party determines that the contest should be continued and notifies the Indemnifying Party in writing within 15 days of such request from the Indemnifying Party. In the event that the Indemnified Party determines that the contest should be continued, the amount for which the Indemnifying Party would otherwise be liable hereunder shall not exceed the amount which the Indemnifying Party had agreed to pay to compromise such Third Person Claim; provided that, the other Person to the contested Third Person Claim had agreed in writing to accept such amount in payment or compromise of the Third Person Claim as of the time the Indemnifying Party made its request therefore to the Indemnified Party, and further provided that, under such proposed compromise, the Indemnified Party would be fully and completely released from any further liability or obligation with respect to the matters which are the subject of such contested Third Person Claim.
(j)    Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE XI, the Indemnifying Party shall satisfy its obligations within fifteen (15) days of such agreement or such final, non-appealable adjudication by wire transfer of immediately available funds. The Parties agree that should the Indemnifying Party not make full payment of any such obligations within such five-day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication, at the Interest Rate.
11.5     Effect of Investigation . The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in ARTICLE VII.
11.6     EXCLUSIVE REMEDY . OTHER THAN DUE TO A PARTY’S FRAUD AND THE POST CLOSING RECONCILIATION, AS BETWEEN THE BUYER INDEMNITEES AND THE SELLER INDEMNITEES, AFTER CLOSING (A) THE EXPRESS INDEMNIFICATION PROVISIONS SET FORTH IN THIS AGREEMENT WILL BE THE SOLE AND EXCLUSIVE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES (OTHER THAN THE POST CLOSING RECONCILIATION PURSUANT TO SECTION 3.2 ) AND (B) NEITHER PARTY NOR ANY OF ITS RESPECTIVE SUCCESSORS OR ASSIGNS SHALL HAVE ANY RIGHTS AGAINST THE OTHER PARTY OR ITS AFFILIATES AS TO THE SUBJECT MATTER CONTAINED IN THIS AGREEMENT OTHER THAN AS IS EXPRESSLY PROVIDED IN THIS AGREEMENT.
11.7     NEGLIGENCE AND STRICT LIABILITY WAIVER . WITHOUT LIMITING OR ENLARGING THE SCOPE OF THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, AN INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE LOSS OR CLAIM GIVING RISE TO SUCH INDEMNIFICATION OBLIGATION IS THE RESULT OF THE SOLE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, OR VIOLATION OF ANY LAW OF OR BY SUCH INDEMNIFIED PARTY.
11.8     LIMITATION ON DAMAGES . IN NO EVENT SHALL EITHER SELLER OR BUYER BE LIABLE TO THE OTHER, OR TO THE OTHER’S INDEMNITEES, UNDER THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS FOR ANY EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; PROVIDED THAT, IF ANY OF THE SELLER INDEMNITEES OR BUYER INDEMNITEES IS HELD LIABLE TO A THIRD PERSON FOR ANY SUCH DAMAGES AND THE INDEMNITOR IS OBLIGATED TO INDEMNIFY SUCH SELLER INDEMNITEES OR BUYER INDEMNITEES FOR THE MATTER THAT GAVE RISE TO SUCH DAMAGES, THE INDEMNITOR SHALL BE LIABLE FOR, AND OBLIGATED TO REIMBURSE SUCH INDEMNITEES FOR SUCH DAMAGES.
11.9     BOLD AND/OR CAPITALIZED LETTERS . THE PARTIES AGREE THAT THE BOLD AND/OR CAPITALIZED LETTERS IN THIS AGREEMENT CONSTITUTE CONSPICUOUS LEGENDS .
ARTICLE XII 
 MISCELLANEOUS PROVISIONS
12.1     Expenses . Except as otherwise set forth herein or in the Confidentiality Agreement, each of SELLER and BUYER will bear its own costs and expenses (including legal fees and expenses) incurred in connection with the negotiation of this Agreement and the transactions contemplated hereby.
12.2     Further Assurances . From time to time, and without further consideration, each Party will, and will cause its Affiliates to, execute and deliver to the other Party such documents, instruments and conveyances and take such actions and provide such further assurances as the other Party may reasonably request in order to more effectively implement and carry into effect the provisions hereof, the transactions contemplated by this Agreement and the other Transaction Documents.
12.3     Apportionment of Taxes; Transfer Taxes; Recording Fees .
(a)    SELLER shall be liable for all SELLER Taxes to the extent not taken into account in computing Final Net Working Capital.
(b)    In the case of Taxes that are payable with respect to any Straddle Period, the amount of any such Tax that is attributable to the portion of the period ending on the Effective Closing Date shall be a SELLER Tax and shall be:
(i)    in the case of ad valorem Taxes, the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Effective Closing Date and the denominator of which is the number of calendar days in the entire period
(ii)    in the case of all Taxes not described in Section 12.3(b)(i) , the amount that would be payable if the Tax period ended with (and included) the Effective Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Effective Closing Date and the period beginning after the Effective Closing Date in proportion to the number of days in each period.
(c)    To the extent that the amount of a SELLER Tax is known or can be reasonably estimated at Closing or at the time of delivery of the Closing Statement, such amount of SELLER Tax shall be included in the Estimated Net Working Capital or Final Net Working Capital, respectively; provided, however , that SELLER shall promptly pay to BUYER any SELLER Tax payable by BUYER to the extent that such SELLER Tax was not taken into account in determining the Final Net Working Capital; and, provided further , that BUYER shall promptly pay to SELLER the amount for which a SELLER Tax taken into account in computing the Final Net Working Capital exceeds the actual amount of such SELLER Tax. Such payments shall be due to BUYER at the time that the payment of a SELLER Tax is due or, in the case of a payment due to SELLER, at the time the amount of the SELLER Tax to which the payment is with respect to is fixed and determinable.
(d)    SELLER and BUYER believe that the purchases and sales contemplated by this Agreement are exempt from or are otherwise not subject to sales, use, transfer, or similar Taxes. If any such sales, transfer, use or similar Taxes are due or should hereafter become due (including penalty and interest thereon) by reason of this transaction, BUYER and SELLER shall each be liable for one-half of such Taxes.
(e)    BUYER and SELLER shall cooperate fully as and to the extent reasonably requested by the other Party in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes (each, a “ Tax Proceeding ”) imposed on or with respect to the Assets or the operations or activities of the Entities. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
12.4     Assignment . The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, provided that neither Party may assign this Agreement or any of its rights or obligations arising hereunder without the prior written consent of the other Party.
12.5     Entire Agreement, Amendments and Waiver . This Agreement, together with the Transaction Documents and all certificates, documents, instruments and writings that are delivered pursuant hereto and thereto contain the entire understanding of the Parties with respect to the transactions contemplated hereby and supersede all prior agreements, arrangements and understandings relating to the subject matter hereof; provided, however, that any covenant set forth in the Confidentiality Agreement that does not involve a confidentiality obligation will survive Closing until performed. This Agreement may be amended, superseded or canceled only by a written instrument duly executed by the Parties. Any of the terms of this Agreement and any condition to a Party’s obligations hereunder may be waived only in a signed writing by that Party specifically stating that it waives a term or condition hereof. No waiver by either Party of any one or more conditions or defaults by the other in performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future conditions or defaults, whether of a like or different character, nor shall the waiver constitute a continuing waiver unless otherwise expressly provided.
12.6     Severability . Each portion of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.
12.7     Counterparts . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
12.8     Governing Law and Dispute Resolution.
(a)     Governing Law . This Agreement shall be governed by, enforced in accordance with, and interpreted under, the Laws of the State of Delaware without reference to conflicts of Laws principles.
(b)     Negotiation . In the event of any dispute, the Parties shall promptly seek to resolve any such dispute by negotiations between senior executives of the Parties who have authority to settle the dispute. When a Party believes there is a dispute under this Agreement, that Party will promptly give the other Party written notice of the dispute. Within 30 days after receipt of such notice, the receiving Party shall submit to the other a written response. Both the notice and response shall include (i) a statement of each Party’s position and a summary of the evidence and arguments supporting such position, and (ii) the name, title, fax number, and telephone number of the executive or executives who will represent that Party. If the dispute involves a Claim arising out of the actions of any Person not a signatory to this Agreement, the receiving Party shall have such additional time as necessary, not to exceed an additional 30 days, to investigate the dispute before submitting a written response. The executives shall meet at a mutually acceptable time and place within 15 days after the date of the response and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute.
(c)     Failure to Resolve.  If the dispute has not been resolved within 60 days after the date of the response given pursuant to Section 12.8(b) above, or such additional time, if any, that the Parties mutually agree to in writing, or if the Party receiving such notice denies the applicability of the provisions of Section 12.8(b) or otherwise refuses to participate under the provisions of Section 12.8(b) , either Party may initiate legal proceedings to enforce its rights under this Agreement.
(d)    The provisions of Sections 12.8(b) and 12.8(c) shall not apply to disputes regarding the Post-Closing Price Reconciliation, which are addressed in Section 3.2 .
(e)     Choice of Forum . If any Proceeding should be instituted, arising out of or relating to this Agreement or the transactions contemplated hereby, such Proceedings shall be brought and tried in, and the Parties hereby consent to the jurisdiction of, the federal or state courts situated in Denver County, State of Colorado.
(f)     JURY WAIVERS . THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY.
12.9     Notices and Addresses . Any notice, request, instruction, waiver or other communication to be given hereunder by either Party shall be in writing and shall be considered duly delivered if personally delivered, mailed by certified mail with the postage prepaid (return receipt requested), sent by messenger or overnight delivery service, or sent by facsimile to the addresses of the Parties as follows:
BUYER: 
 
American Midstream Partners, LP
1400 16 th Street, Suite 310
Denver, CO 80202
Telephone: (720) 457-6075
Facsimile: (720) 457-6040
Attn: William B. Mathews, General Counsel

SELLER: 
 
DCP LP Holdings, LLC
370 - 17th Street, Suite 2500
Denver, Colorado 80202
Telephone: (303) 595-3331
Facsimile: (303) 605-2225
Attn: Chief Executive Officer
with a copy to: 
 
DCP LP Holdings, LLC
370 - 17th Street, Suite 2500
Denver, Colorado 80202
Telephone: (303) 595-3331
Facsimile: (303) 605-2226
Attn: General Counsel
or at such other address as either Party may designate by written notice to the other Party in the manner provided in this Section 12.9 . Notice by mail shall be deemed to have been given and received on the 3 rd day after posting. Notice by messenger, overnight delivery service, facsimile transmission or personal delivery shall be deemed given on the date of actual delivery.
12.10     Press Releases . Except as may otherwise be required by securities Laws and public announcements or disclosures that are, in the reasonable opinion of the Party proposing to make the announcement or disclosure, legally required to be made, there shall be no press release or public communication concerning the transactions contemplated by this Agreement by either Party except with the prior written consent of the Party not originating such press release or communication, which consent shall not be unreasonably withheld, conditioned or delayed. BUYER and SELLER will consult in advance on the necessity for, and the timing and content of, any communications to be made to the public and, subject to legal constraints, to the form and content of any application or report to be made to any Governmental Authority that relates to the transactions contemplated by this Agreement.
12.11     Offset . Nothing contained herein or in any Transaction Document shall create a right of offset or setoff for any Party, and each Party hereby waives and disclaims any right of offset or setoff under all applicable Law or common Law.
12.12     No Partnership; Third Party Beneficiaries . Nothing in this Agreement shall be deemed to create a joint venture, partnership, tax partnership, or agency relationship between the Parties. Nothing in this Agreement shall provide any benefit to any Third Person or entitle any Third Person to any Claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a third-party beneficiary contract; provided, however , that the indemnification provisions of ARTICLE XI shall inure to the benefit of the BUYER Indemnitees and the SELLER Indemnitees as provided therein.
12.13     Negotiated Transaction . The provisions of this Agreement were negotiated by the Parties, and this Agreement shall be deemed to have been drafted by both Parties.
12.14     Schedules . Unless the context otherwise requires, all capitalized terms used in the Schedules have the respective meanings assigned in this Agreement. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. No reference to or disclosure of any item or other matter in the Schedules shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in the Schedules. No disclosure in the Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Schedules shall not be deemed to be an admission or acknowledgment by SELLER, in and of itself, that such information is material to or outside the ordinary course of the business or required to be disclosed on the Schedules. Each disclosure in the Schedules shall be deemed to qualify all representations and warranties of SELLER notwithstanding the lack of a specific cross-reference, and any information disclosed in the Schedules shall be deemed to be disclosed for all purposes of this Agreement, provided that the relevance of such matter is reasonably apparent.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

4

The Parties have signed this Agreement by their duly authorized officials as of the date first set forth above.
SELLER

DCP LP HOLDINGS, LLC

By: /s/ D. Robert Sadler  
Name: D. Robert Sadler
Title: Vice President

BUYER

AMERICAN MIDSTREAM, LLC

By: /s/ Daniel C. Campbell
Name:    Daniel C. Campbell
Title:     Senior Vice President and Chief Financial Officer

Exhibit 10.1

Execution Version

COMMON UNIT
PURCHASE AGREEMENT

BY AND AMONG
AMERICAN MIDSTREAM PARTNERS, LP
AND

THE PURCHASERS

TABLE OF CONTENTS

Page
ARTICLE I DEFINITIONS     1
Section 1.01 Definitions     1
Section 1.02 Accounting Procedures and Interpretation     5
ARTICLE II SALE AND PURCHASE     6
Section 2.01 Sale and Purchase     6
Section 2.02 Closing     6
Section 2.03 Independent Nature of Purchasers’ Obligations and Rights     6
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP     7
Section 3.01 Existence of Partnership and its Subsidiaries     7
Section 3.02 Purchased Units, Capitalization and Valid Issuance     8
Section 3.03 SEC Documents     9
Section 3.04 Internal Accounting Controls     10
Section 3.05 Litigation     10
Section 3.06 No Material Adverse Change     10
Section 3.07 No Conflicts     10
Section 3.08 Authority     11
Section 3.09 Approvals     11
Section 3.10 Insurance     11
Section 3.11 MLP Status     12
Section 3.12 Investment Company Status     12
Section 3.13 No Side Agreements     12
Section 3.14 Offering     12
Section 3.15 No Integrated Offering     12
Section 3.16 Certain Fees     12
Section 3.17 Form S-3 Eligibility     12
Section 3.18 Shell Company Status     13
Section 3.19 Compliance with Laws     13
Section 3.20 Absence of Price Manipulation     13
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER     13
Section 4.01 Valid Existence     13
Section 4.02 No Conflicts     13
Section 4.03 Investment     14
Section 4.04 Nature of Purchaser     14
Section 4.05 Receipt of Information     14
Section 4.06 Restricted Securities     14
Section 4.07 Certain Fees     15
Section 4.08 Legend     15
Section 4.09 Reliance on Exemptions     15

i

Exhibit 10.1

Section 4.10 Reliance on Purchaser Statements     15
Section 4.11 Authority     15
Section 4.12 Trading Activities     16
Section 4.13 Short Selling     16
ARTICLE V COVENANTS     16
Section 5.01 Taking of Necessary Action     16
Section 5.02 Expenses     16
Section 5.03 Return of Proceeds     17
Section 5.04 Disclosure; Public Filings     17
Section 5.05 Purchaser Lock-Up     17
Section 5.06 Subsequent Offerings     17
Section 5.07 Short Selling Acknowledgement and Agreement     17
Section 5.08 NYSE Listing     18
Section 5.09 Certain Special Allocations of Book and Taxable Income     18
Section 5.10 Partnership Fees     18
ARTICLE VI CLOSING CONDITIONS     19
Section 6.01 Conditions to the Closing     19
Section 6.02 Partnership Deliveries     20
Section 6.03 Purchaser Deliveries     21
ARTICLE VII INDEMNIFICATION, COSTS AND EXPENSES     22
Section 7.01 Indemnification by the Partnership     22
Section 7.02 Indemnification by Purchasers     22
Section 7.03 Indemnification Procedure     23
ARTICLE VIII MISCELLANEOUS     24
Section 8.01 Interpretation     24
Section 8.02 Survival of Provisions     24
Section 8.03 No Waiver; Modifications in Writing     24
Section 8.04 Binding Effect; Assignment     25
Section 8.05 Aggregation of Purchased Units     25
Section 8.06 Confidentiality and Non-Disclosure     25
Section 8.07 Communications     25
Section 8.08 Removal of Legend     26
Section 8.09 Entire Agreement     27
Section 8.10 Governing Law     27
Section 8.11 Execution in Counterparts     27
Section 8.12 Termination     27
Section 8.13 Recapitalization, Exchanges, Etc     28
Section 8.14 Obligations Limited to Parties to Agreement     28

Schedules and Exhibits

-ii-

Exhibit 10.1

Schedule 2.01    —    List of Purchasers and Commitment Amounts
Schedule 3.02     —    Material Subsidiaries
Schedule 8.07    —    Notice and Contact Information
Exhibit A    —    Form of Registration Rights Agreement
Exhibit B    —    Form of Holland & Hart Legal Opinion

-iii-

Exhibit 10.1

COMMON UNIT PURCHASE AGREEMENT
This COMMON UNIT PURCHASE AGREEMENT, is made and entered into as of July 14, 2014 (this “ Agreement ”), by and among American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), and each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “ Purchaser ” and collectively, the “ Purchasers ”).
WHEREAS, the Partnership desires to issue and sell to the Purchasers, and each Purchaser desires to purchase from the Partnership, certain common units representing limited partnership interests in the Partnership (“ Common Units ”) in accordance with the provisions of this Agreement; and
WHEREAS, the Partnership and the Purchasers will enter into a registration rights agreement (the “ Registration Rights Agreement ”), substantially in the form attached hereto as Exhibit A , pursuant to which the Partnership will provide the Purchasers with certain registration rights with respect to the Common Units to be issued and sold to the Purchasers pursuant to this Agreement (the “ Purchased Units ”).
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 are hereby acknowledged, the Partnership and each of the Purchasers, severally and not jointly, hereby agree as follows:
ARTICLE I 
 DEFINITIONS
Section 1.01     Definitions.     As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:
“ 8-K Filing ” has the meaning specified in Section 5.04 .
“ Action ” against a Person means any lawsuit, action, proceeding, investigation or complaint before any Governmental Authority, mediator or arbitrator.
“ Acquisition ” means the acquisition by the Partnership from DCP Midstream, LLC of entities holding onshore natural gas processing and offshore natural gas gathering and transportation and oil gathering assets for consideration of approximately $115 million as contemplated in the Acquisition Agreement.
“ Acquisition Agreement ” means the Purchase and Sale Agreement dated as of July 11, 2014, by and between DCP Midstream, LLC and the Partnership.
“ 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

Exhibit 10.1

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 specified in the introductory paragraph.
“ Allocated Purchase Amount ” means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading Allocated Purchase Amount on Schedule 2.01 hereto.
“ Basic Documents ” means, collectively, this Agreement and the Registration Rights Agreement and any and all other agreements or instruments executed and delivered by the Parties on even date herewith or at Closing relating to the issuance and sale of the Purchased Units, or any amendments, supplements, continuations or modifications thereto.
“ Board of Directors ” means the board of directors of the General Partner.
“ Business Day ” means any day other than (i) a Saturday, Sunday or any federal legal holiday or (ii) a day on which banks located in New York, New York are authorized or obligated to close.
“ Closing ” has the meaning specified in Section 2.02 .
“ Closing Date ” has the meaning specified in Section 2.02 .
“ Commission ” means the United States Securities and Exchange Commission.
“ Commitment Fee ” means a fee equal to 0.5% of each Purchaser’s Purchase Price to be paid in cash or Common Units (valued at the Purchase Price), at the option of the Partnership, to each Purchaser within two Business Days of the termination of this Agreement pursuant to Section 8.12(a) or Section 8.12(b) .
“ Common Units ” means the Common Units of the Partnership representing limited partner interests therein .
“ Control Agreement ” has the meaning specified in Section 3.13 .
“ Credit Agreement ” means the Credit Agreement dated as of August 1, 2011 among the Partnership, the Operating Company, and the lenders party thereto, as amended.
“ Delaware LLC Act ” means the Delaware Limited Liability Company Act.
“ 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.

Exhibit 10.1

“ GAAP ” means generally accepted accounting principles in the United States of America in effect from time to time.
“ General Partner ” means American Midstream GP, LLC, a Delaware limited liability company, the general partner of the Partnership.
“ Goldman ” has the meaning specified in Section 3.13 .
“ GP Interest ” means the 1.3% general partner interest in the Partnership owned by the General Partner.

“ Governmental Authority ” shall include the country, state, county, city and political subdivisions in which any Person or such Person’s Property is located or which 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 authorities that exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, the Partnership, its Subsidiaries or any of their Property or any of the Purchasers.
“ Incentive Distribution Rights ” has the meaning specified for such term in the Partnership Agreement.
“ Indemnified Party ” has the meaning specified in Section 7.03 .
“ Indemnifying Party ” has the meaning specified in Section 7.03 .
“ 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.
“ Lock-Up Date ” means the date that is 90 days following the Closing Date.
“ LTIP ” has the meaning specified in Section 3.02(d) .
“ Material Subsidiaries ” means each of the Subsidiaries of the Partnership set forth on Schedule 3.02 .
“ NYSE ” means The New York Stock Exchange.
“ Operating Company ” means American Midstream, LLC, a Delaware limited liability company

Exhibit 10.1

“ Outstanding ” has the meaning set forth in the Partnership Agreement.

“ Participating Unit ” has the meaning set forth in Section 4.13 .
“ Partnership ” has the meaning specified in the introductory paragraph.
“ Partnership Agreement ” means the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 9, 2013, as amended by the First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership effective as of October 28, 2013 and the Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership effective as of January 31, 2014, and as it may be further amended from time to time.
“ Partnership Material Adverse Effect ” means any material and adverse effect on (i) the assets, liabilities, financial condition, business, operations or affairs of the Partnership and its Subsidiaries, taken as a whole, (ii) the ability of the Partnership and its Subsidiaries, taken as a whole, to carry out their business as such business is conducted on the date of this Agreement or to meet their obligations under the Basic Documents on a timely basis, or (iii) the ability of the Partnership to consummate the issuance and sale of the Purchased Units. Notwithstanding the foregoing, a “Partnership Material Adverse Effect” shall not include any effect resulting or arising from: (a) any change in general economic conditions in the industries or markets in which the Partnership or its Subsidiaries operate that do not have a disproportionate impact on the Partnership and its Subsidiaries, taken as a whole; (b) any engagement in hostilities pursuant to a declaration of war, or the occurrence of any military or terrorist attack; (c) changes in GAAP or other accounting principles or (d) the consummation of the transactions contemplated hereby.
“ Partnership Related Parties ” has the meaning specified in Section 7.02 .
“ Partnership Securities ” means any class or series of equity interest in the Partnership, including the Common Units, the Series A Preferred Units, the Series B Units, the GP Interest and the Incentive Distribution Rights.
“ Party ” or “ Parties ” means the Partnership and the Purchasers party to this Agreement, individually or collectively, as the case may be.
“ Person ” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any 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 ” has the meaning specified in the recitals to this Agreement.
“ Purchaser ” and “ Purchasers ” has the meaning specified in the introductory paragraph.

Exhibit 10.1

“ Purchaser Material Adverse Effect ” means, with respect to a particular Purchaser, any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under this Agreement on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under this Agreement.
“ Purchaser Related Parties ” has the meaning specified in Section 7.01 .
“ Purchasers ” has the meaning specified in the introductory paragraph.
“ Registration Rights Agreement ” means the Registration Rights Agreement, substantially in the form attached to this Agreement as Exhibit A , to be entered into at the Closing by and among the Partnership and the Purchasers.
“ Representatives ” of any Person means the Affiliates, control persons, officers, directors, employees, agents, counsel, investment bankers and other representatives of such Person.
“ SEC Documents ” has the meaning specified in Section 3.03 .
“ 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 Preferred Unit ” has the meaning set forth in the Partnership Agreement.
“ Series B Unit ” has the meaning set forth in the Partnership Agreement.
“ Short Sales ” means, without limitation, all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.
“ Subsidiary ” means, as to any Person, any corporation or other entity of which at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation or other entity is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries.
“ Unitholders ” has the meaning set forth in the Partnership Agreement.
“ Unrealized Gain ” has the meaning set forth in the Partnership Agreement.
Section 1.02     Accounting Procedures and Interpretation . Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchasers under this Agreement shall be 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 the Commission) and in compliance as to form in all

Exhibit 10.1

material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.
ARTICLE II 
 SALE AND PURCHASE
Section 2.01     Sale and Purchase .
(a)     Sale and Purchase . Subject to the terms and conditions of this Agreement, on the Closing Date, the Partnership hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from the Partnership, the number of Purchased Units determined pursuant to Section 2.01(b) , and each Purchaser agrees to pay the Partnership the Purchase Price for each Purchased Unit, in each case, as set forth in Section 2.01(c) .
(b)     Common Units . The number of Purchased Units to be issued and sold to each Purchaser shall be equal to the quotient determined by dividing (i) the Allocated Purchase Amount for such Purchaser by (ii) the Purchase Price, which quotient shall be rounded, if necessary, up or down to the nearest whole number.
(c)     Consideration . The amount per Purchased Unit each Purchaser will pay to the Partnership to purchase the Purchased Units (the “ Purchase Price ”) shall be $26.27.
(d)     Adjustment for Distributions . If the Closing Date is after the record date for the distribution to the Partnership’s holders of Common Units with respect to the quarter ending June 30, 2014, the Purchase Price shall be reduced by an amount equal to such per unit distribution and the number of Common Units to be issued to each Purchaser shall be adjusted accordingly and Schedule 2.01 shall be updated.
Section 2.02     Closing . (a) The execution and delivery of the Basic Documents (other than this Agreement), (b) at each Purchaser’s option, evidence of the issuance of certificates representing the Purchased Units or evidence that the Purchased Units have been credited to book-entry accounts maintained by the Transfer Agent and (c) the execution and delivery of all other instruments, agreements, and other documents required by this Agreement (the “ Closing ”) shall take place on the date of the closing of the Acquisition or such other date as the Parties may agree, subject to satisfaction or waiver of all of the conditions to each of the respective Parties’ obligations to consummate the purchase and sale of the Purchased Units hereunder (such date, the “ Closing Date ”). The Closing shall take place at the offices of Holland & Hart LLP, 555 Seventeenth Street, Suite 3200, Denver, Colorado 80202-3979, or at such other location as may be agreed to by the parties.
Section 2.03     Independent Nature of Purchasers’ Obligations and Rights . The respective representations, warranties and obligations of each Purchaser under the Basic Documents are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the representations and warranties or performance of the obligations of any other Purchaser under any Basic Document. The failure or waiver of performance under

Exhibit 10.1

any Basic Documents by any Purchaser, or on its behalf, does not excuse performance by any other Purchaser or, subject to Section 6.01 , the Partnership. Nothing contained in any Basic Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group for purposes of Section 13(d) of the Exchange Act with respect to such obligations or the transactions contemplated by the Basic Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of the Basic Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.
ARTICLE III 
 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP
The Partnership represents and warrants to each Purchaser as follows:
Section 3.01     Existence of Partnership and its Subsidiaries .
(a)    The Partnership: (i) is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware; (ii) has the requisite limited partnership power and authority, and has all governmental licenses, authorizations, consents and approvals, necessary to own, lease, use and operate its Properties and carry on its business as its business is now being conducted as described in the SEC Documents, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to have a Partnership Material Adverse Effect; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualifications necessary, except where failure so to qualify would not reasonably be expected to have a Partnership Material Adverse Effect. The Partnership is not in material violation of its certificate of limited partnership or the Partnership Agreement.
(b)    Each of the Material Subsidiaries has been duly formed and is validly existing and in good standing under the laws of the State or other jurisdiction of its organization and has the requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary, to own, lease, use or operate its respective Properties and carry on its business as now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not be reasonably likely to have a Partnership Material Adverse Effect. Each of the Material Subsidiaries is duly qualified or licensed and in good standing as a foreign limited partnership or limited liability company, as applicable, and is authorized to do business in each jurisdiction in which the ownership or leasing of its respective Properties or the character of its respective operations makes such qualification necessary, except where the failure to obtain such qualification, license, authorization or good standing would not be reasonably likely to have a Partnership Material Adverse Effect. None of the Material Subsidiaries is in material violation of its certificate or agreement of limited partnership, certificate of formation or limited liability company agreement or other organizational documents. The Subsidiaries of the Company, other than the Material Subsidiaries, would not have, individually or in the aggregate, accounted for (i) more than 10% of the total assets of the

Exhibit 10.1

Partnership and its Subsidiaries, taken as a whole, as of the most recent fiscal year end or (ii) more than 10% of the net income of the Partnership and its Subsidiaries, taken as a whole, for the most recent fiscal year.
Section 3.02     Purchased Units, Capitalization and Valid Issuance .
(a)    A true and correct copy of the Partnership Agreement, and each amendment thereto through the date hereof, has been filed by the Partnership with the Commission as Exhibits 3.1 to the Partnership’s Current Reports on Form 8-K (File No 001-35257) filed on August 15, 2013, November 1, 2013, and February 4, 2014. The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as reflected in the Partnership Agreement.
(b)    As of the date of this Agreement and prior to the issuance and sale of the Purchased Units contemplated by this Agreement, the issued and outstanding partnership interests of the Partnership consist of 11,139,729 Common Units, 5,430,455 Series A Preferred Units, 1,168,225 Series B Units, the GP Interest, the Incentive Distribution Rights, and any phantom units, or other interests issued pursuant to the LTIP (as defined below). All of the outstanding Common Units, Series A Preferred Units, Series B Units, and Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law and the Partnership Agreement and are fully paid (to the extent required under applicable Law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
(c)    The General Partner is the sole general partner of the Partnership and owns the GP Interest and owns 100% of the Incentive Distribution Rights. The GP Interest has been duly authorized and validly issued in accordance with the Partnership Agreement.
(d)    Other than the Second Amended and Restated American Midstream GP, LLC, Long-Term Incentive Plan (the “ LTIP ”), neither the Partnership nor the General Partner has any equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Unitholders may vote is issued or outstanding. There are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, convertible or exchangeable securities or other rights, agreements, claims or commitments of any character obligating the Partnership or any of its Subsidiaries to issue, transfer or sell any limited partner interests or other equity interests in, the Partnership or any of its Subsidiaries or securities convertible into or exchangeable for such limited partner interests or other equity interests, except as have been granted pursuant to the LTIP, as contemplated by this Agreement, or as are contained in or contemplated by the Partnership Agreement, (ii) obligations of the Partnership or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited partner interests or other equity interests of the Partnership or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence, or (iii) voting trusts or similar agreements to which the Partnership or any of its Subsidiaries is a party with respect to the voting of the equity interests of the Partnership or any of its Subsidiaries.

Exhibit 10.1

(e)    Except as described on Schedule 3.02 , all of the issued and outstanding membership interests, general partner interests or limited partner interests, as applicable, of each of the Material Subsidiaries are owned, directly or indirectly, by the Operating Company free and clear of any Liens except for (i) restrictions on transferability as set forth in the applicable Subsidiary’s organizational documents and (ii) those Liens securing obligations under the Credit Agreement), and all such interests have been duly authorized, validly issued and are fully paid (to the extent required by applicable Law and the applicable Subsidiary’s organizational documents) and non-assessable (except as nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, Sections 18-607 and 18-804 of the Delaware LLC Act or any similar provision of any other state in which the applicable Subsidiary is or was domiciled on the date of issuance).
(f)    The offer, issuance and sale of the Purchased Units and the limited partner interests represented thereby have been duly authorized by the Partnership pursuant to the Partnership Agreement and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, 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 Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Partnership Agreement and under applicable state and federal securities Laws and other than such Liens as are created by the Purchasers.
(g)    The Partnership’s currently outstanding Common Units are registered pursuant to Section 12(b) of the Exchange Act and are listed on the NYSE, and the Partnership has taken no action designed to terminate the registration of the Common Units under the Exchange Act nor has the Partnership received any notification that the Commission is contemplating terminating such registration. The Partnership has not received any notice from the NYSE of delisting or to the effect that the Partnership is not in compliance with the listing or maintenance requirements of the NYSE. The Partnership is, and has no reason to believe that it will not continue to be, in compliance in all material respects with the listing and maintenance requirements for continued trading of the Common Units on the NYSE.
(h)    Except (i) as set forth in the Partnership Agreement, (ii) as provided in the Basic Documents or (iii) for existing awards under the LTIP, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any partnership or membership interests of the Partnership or any of its Subsidiaries, in each case, pursuant to any agreement or instrument to which any of such entities is a party or by which any one of them may be bound. None of the execution of any Basic Document, the offering or sale of the Purchased Units or the registration of the Purchased Units pursuant to the Registration Rights Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership other than pursuant to the Registration Rights Agreement and those rights granted to the General Partner or any of its Affiliates (as such term is defined in the Partnership Agreement) under Section 7.12 of the Partnership Agreement.

Exhibit 10.1

Section 3.03     SEC Documents . The Partnership has filed with the Commission all reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act since December 31, 2012 on a timely basis (all such documents filed on or prior to the date of this Agreement, collectively, the “ SEC Documents ”). The SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed, (other than with respect to (d), except to the extent corrected or amended by a subsequently filed SEC Document filed prior to the date of this Agreement) (a) complied as to form in all material respects with applicable requirements of the Exchange Act and the applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (b) 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), (c) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Partnership as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, and (d) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to the Partnership and has not resigned or been dismissed.
Section 3.04     Internal Accounting Controls . The Partnership and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Partnership is not aware of any failures or material weaknesses of such internal accounting controls.
Section 3.05     Litigation . There are no legal or governmental proceedings pending to which the Partnership or any of its Subsidiaries is a party or to which any Property or asset of the Partnership or any of its Subsidiaries is subject that could reasonably be expected to have, individually or in the aggregate, a Partnership Material Adverse Effect or which challenges the validity of any of the Basic Documents or the Acquisition Agreement or the right of the Partnership to enter into any of the Basic Documents or the Acquisition Agreement or to consummate the transactions contemplated hereby and thereby and, to the knowledge of the Partnership, no such proceedings are threatened by Governmental Authorities or others.
Section 3.06     No Material Adverse Change . Since March 31, 2014, (a) 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 Partnership or its Subsidiaries, taken as a whole and (b) to the knowledge of the executive officers of the Partnership, there is no event, liability, development or circumstance that has occurred or exists or is reasonably

Exhibit 10.1

expected to occur or exist with respect to the Partnership and its Subsidiaries, taken as a whole, that is reasonably likely, with the passage of time, to result in any material adverse change in the condition (financial or other), results of operations, securityholders’ equity, Properties, prospects or business of the Partnership and its Subsidiaries, taken as a whole, in each case.
Section 3.07     No Conflicts . The execution, delivery and performance by the Partnership of the Basic Documents and the Acquisition Agreement and all other agreements and instruments to be executed and delivered by the Partnership pursuant thereto or in connection therewith, and compliance by the Partnership with the terms and provisions thereof, do not and will not (a) violate any provision of any Law, governmental permit, determination or award having applicability to the Partnership or any of its Subsidiaries or any of their respective Properties, (b) conflict with or result in a violation of any provision of the organizational documents of the Partnership or any of its Subsidiaries, (c) require any consent, approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, license, loan or credit agreement or other instrument, obligation or agreement to which the Partnership or any of its Subsidiaries is a party or by which the Partnership or any of its Subsidiaries or any of their respective Properties may be bound or (d) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Partnership or any of its Subsidiaries, except in the cases of clauses (a) , (c) and (d) where such violation, conflict, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing provisions of this Section 3.07 would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect.
Section 3.08     Authority . The Partnership has all necessary limited partnership power and authority to execute, deliver and perform its obligations under the Basic Documents and the Acquisition Agreement and to consummate the transactions contemplated thereby; the execution, delivery and performance by the Partnership of the Basic Documents and the Acquisition Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary action on its part; and, assuming the due authorization, execution and delivery by the other parties thereto, the Basic Documents will constitute the legal, valid and binding obligations of Partnership, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.
Section 3.09     Approvals . Except as required by the Commission in connection with certain of the Partnership’s obligations under the Registration Rights Agreement related to the effectiveness of any registration statement contemplated thereby, 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 including the unitholders of the Partnership is required in connection with the execution, delivery or performance by the Partnership of any of the Basic Documents to which it is a party or the Partnership’s issuance and sale of the Purchased Units, except (i) as may be required under the

Exhibit 10.1

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, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect.
Section 3.10     Insurance . The Partnership is insured by insurers of recognized financial responsibility covering its properties, operations, personnel and businesses against such losses and risks and in such amounts as are reasonably adequate to protect the Partnership in the business in which the Partnership is engaged. The Partnership does not have any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.
Section 3.11     MLP Status . The Partnership has, for each taxable year beginning after December 31, 2010, met the gross income requirements of Section 7704(c)(2) of the Internal Revenue Code of 1986, as amended.
Section 3.12     Investment Company Status . The Partnership is not now, and after the sale of the Purchased Units and the application of the net proceeds from such sale will not 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 3.13     No Side Agreements . Except for (i) the Basic Documents (ii) any confidentiality agreement entered into by a Purchaser in favor of the Partnership, and (iii) a Control Agreement (the “ Control Agreement ”) between the Partnership, State Street Corporation and Goldman Sachs MLP Income Opportunities Fund (“ Goldman ”) related to the exchange of funds and shares at closing, there are no other agreements by, among or between the Partnership or its Affiliates, on the one hand, and any of the Purchasers or their Affiliates, on the other hand, with respect to the transactions contemplated hereby nor promises or inducements for future transactions between or among any of such parties.
Section 3.14     Offering . Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement, the issuance and sale of the Purchased Units pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither the Partnership nor, to the Partnership’s knowledge, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption. The issuance and sale of the Purchased Units does not contravene the rules and regulations of the NYSE.
Section 3.15     No Integrated Offering . Neither the Partnership nor any of its Affiliates, nor, to the Partnership’s knowledge, any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security of the Partnership or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Partnership on Section 4(a)(2) of the Securities Act for the exemption from the registration requirements

Exhibit 10.1

imposed under Section 5 of the Securities Act for the transactions contemplated hereby or that would require such registration under the Securities Act.
Section 3.16     Certain Fees . Other than fees payable to Wells Fargo Securities, LLC for its service as placement agent, no fees or commissions are or will be payable by the Partnership to brokers, finders or investment bankers with respect to the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement. The Purchasers shall not be liable for any such fees or commissions.
Section 3.17     Form S -3 Eligibility .     The Partnership is eligible to register the Purchased Units for resale by the Purchasers on a registration statement on Form S-3 under the Securities Act.
Section 3.18     Shell Company Status     . The Partnership has never been an issuer identified in, or subject to, Rule 144(i) under the Securities Act.
Section 3.19     Compliance with Laws . Neither the Partnership nor any of its Subsidiaries is in violation of any Law applicable to the Partnership or its Subsidiaries, except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect. The Partnership 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 have, individually or in the aggregate, a Partnership Material Adverse Effect, and neither the Partnership 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 have, individually or in the aggregate, a Partnership Material Adverse Effect.
Section 3.20     Absence of Price Manipulation . Neither the Partnership nor, to the knowledge of the Partnership, any of its affiliates or their respective directors or officers, has taken, or will take, directly or indirectly, any action designed to, or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Units in violation of Regulation M under the Exchange Act.
ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER
Each Purchaser, severally and not jointly, represents and warrants to the Partnership with respect to itself as follows:
Section 4.01     Valid Existence . Such Purchaser (i) is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has the requisite power, and has all material governmental licenses, authorizations, consents and approvals necessary to own its Properties and carry on its business as its business is now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to have a Purchaser Material Adverse Effect.

Exhibit 10.1

Section 4.02     No Conflicts . The execution, delivery and performance by such Purchaser of the Basic Documents and all other agreements and instruments to be executed and delivered by such Purchaser pursuant hereto or thereto or in connection herewith or therewith, compliance by such Purchaser with the terms and provisions hereof and thereof, and the purchase of the Purchased Units by such Purchaser do not and will not (a) violate any provision of any Law, governmental permit, determination or award having applicability to such Purchaser or any of its Properties, (b) conflict with or result in a violation of any provision of the organizational documents of such Purchaser, or (c) require any consent (other than standard internal consents), approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, license, loan or credit agreement or other instrument or agreement to which such Purchaser is a party or by which such Purchaser or any of its Properties may be bound, except in the case of clauses (a) and (c), where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing provisions of this Section 4.02 would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.
Section 4.03     Investment . The Purchased Units are being acquired for such Purchaser’s own account, or the accounts of clients for whom such Purchaser exercises discretionary investment authority, not as a nominee or agent, and with no present intention of distributing the Purchased Units or any part thereof, and such 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 of America or any state. If such Purchaser should in the future decide to dispose of any of the Purchased Units, such Purchaser understands and agrees that it may do so only (a) in compliance with the Securities Act and applicable state securities law, as then in effect, or (b) in the manner contemplated by any registration statement pursuant to which such securities are being offered.
Section 4.04     Nature of Purchaser . Such Purchaser (a) is an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act), (b) by reason of its business and financial experience has such knowledge, sophistication and experience in business and financial matters 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 and (c) is acquiring the Purchased Units purchased by it only for its own account and not for the account of others, for investment purposes and not on behalf of any other account or Person or with a view to, or for offer or sale in connection with, any distribution thereof. Such Purchaser is not an entity formed for the specific purpose of acquiring the Purchased Units.
Section 4.05     Receipt of Information . Such Purchaser acknowledges that it (a) has reviewed the SEC Documents as it believes is necessary or appropriate in connection with the acquisition of the Purchased Units and has had a full opportunity to ask questions of and receive answers from the Partnership or any person or persons acting on behalf of the Partnership concerning the terms and conditions of an investment in the Purchased Units; (b) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its

Exhibit 10.1

judgment, is necessary for it to make an informed investment decision with respect to the Purchased Units and the Partnership; (c) is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, including, without limitation, Wells Fargo Securities, LLC, except for the statements, representations and warranties contained in this Agreement, any other Basic Document, the Control Agreement and the SEC Documents and the Purchaser is not relying on, and has not relied upon, Wells Fargo Securities, LLC for any investigation into, assessment of, or evaluation with respect to the Purchased Units and/or the Partnership; and (d) has made all decisions in connection with the offer and sale of the Purchased Units as the result of arm’s-length negotiations. The reference to the Control Agreement in this Section 4.05 shall only be applicable to the representations and warranties of Goldman.
Section 4.06     Restricted Securities . Such Purchaser understands that the Purchased Units it is purchasing are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Partnership 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, such Purchaser represents that it is knowledgeable with respect to Rule 144 under the Securities Act.
Section 4.07     Certain Fees . Except as previously disclosed to the Partnership, no fees or commissions will be payable by such Purchaser to brokers, finders, or investment bankers with respect to the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement.
Section 4.08     Legend     . Such Purchaser understands that the certificates evidencing the Purchased Units will bear the following legend:
“NEITHER THE OFFER NOR SALE OF THESE SECURITIES 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.”

Exhibit 10.1

Section 4.09     Reliance on Exemptions . Such Purchaser understands that the Purchased Units are being offered and sold to Purchaser in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Partnership is relying upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Purchased Units.
Section 4.10     Reliance on Purchaser Statements . Such Purchaser acknowledges that the Partnership and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement.
Section 4.11     Authority .     Such Purchaser has all necessary power and authority to execute, deliver and perform its obligations under the Basic Documents to which such Purchaser is a Party and to consummate the transactions contemplated hereby and thereby; the execution, delivery and performance by such Purchaser of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on its part; and, assuming the due authorization, execution and delivery by the other parties thereto, the Basic Documents to which it is a party constitute the legal, valid and binding obligation of such 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 or by general principles of equity.
Section 4.12     Trading Activities .     Such Purchaser’s trading activities, if any, with respect to Seller’s Common Units will be in compliance with all applicable state and federal securities laws, rules and regulations and the rules and regulations of the NYSE.
Section 4.13     Short Selling .     Such Purchaser represents that it has not entered into any Short Sales of the Common Units owned by it between the time it first began discussions with the Partnership or Wells Fargo Securities, LLC about the transactions contemplated by this Agreement and the date hereof; provided, however, the above shall not apply, in the case of a Purchaser that is a large multi-unit investment or commercial banking organization, to activities in the normal course of trading of units of such Purchaser other than the unit participating in this transaction (the “ Participating Unit ”) so long as such other units are not acting on behalf of the Participating Unit and have not been provided with confidential information regarding the Partnership by the Participating Unit.
ARTICLE V 
 COVENANTS
Section 5.01     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.

Exhibit 10.1

Without limiting the foregoing, the Partnership and each 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 Purchasers or the Partnership, as the case may be, advisable for the consummation of the transactions contemplated by the Basic Documents. Without limiting the foregoing, the Partnership shall, and use its reasonable efforts to cause its transfer agent to, reasonably cooperate with each Purchaser to ensure that the Purchased Units are validly and effectively issued to such Purchaser and that such Purchaser’s ownership of the Purchased Units following the Closing is accurately reflected on the appropriate books and records of the Partnership’s transfer agent.
Section 5.02     Expenses . The Partnership hereby agrees to reimburse the Purchasers, upon demand, for up to an aggregate amount of $75,000 in reasonable fees and expenses of Baker Botts L.L.P. actually incurred in connection with (a) the negotiation and execution of the Basic Documents, (b) the issue, sale and delivery of the Purchased Units, (c) review of the Acquisition Agreement and the other financings related thereto and (d) the registration of the Purchased Units pursuant to the Registration Rights Agreement and any listing of the Purchased Units for quotation on the NYSE. Any legal fees of Baker Botts L.L.P. in excess of $75,000 shall be paid pro rata by all the Purchasers in proportion to the aggregate number of Purchased Units purchased by each.
Section 5.03     Return of Proceeds . If any of the conditions of any Purchaser set forth in Section 6.01 have not been satisfied and such Purchaser paid its Purchase Price in advance of the Closing, the Partnership, at the election of such Purchaser, shall return the Purchase Price paid to the Partnership to such Purchaser within two Business Days of receipt thereof and the transfer agent shall thereafter cancel the Purchased Units issued to such Purchaser.
Section 5.04     Disclosure; Public Filings . The Partnership may, without prior written consent or notice, (i) file the Basic Documents as exhibits to Exchange Act reports and (ii) disclose such information with respect to any Purchaser as required by applicable Law or the rules or regulations of the NYSE or other exchange on which securities of the Partnership are listed or traded. The Partnership shall provide any press release related to this Agreement to the Purchasers in advance of publication for their review and approval. The Partnership shall, on or before the fourth Business Day following the date hereof, file a Current Report on Form 8-K with the Commission (the “ 8-K Filing ”) describing the terms of the transactions contemplated by the Basic Documents and the Acquisition Agreement and including as exhibits to such 8-K Filing the Basic Documents and the Acquisition Agreement in the form required by the Exchange Act.
Section 5.05     Purchaser Lock-Up . Without the prior written consent of the Partnership, each Purchaser agrees that from and after the Closing until the Lock-Up Date, neither such Purchaser nor any of its Affiliates will offer, sell, pledge or otherwise transfer or dispose of any of its Purchased Units or enter into any transaction or device designed to do the same; provided , however , that each Purchaser may transfer its Purchased Units to an Affiliate of such Purchaser or to any other Purchaser or an Affiliate of such other Purchaser provided that such Affiliate agrees to the restrictions in this Section 5.05 .

Exhibit 10.1

Section 5.06     Subsequent Offerings . Without the prior written consent of the holders of a majority of the Purchased Units, taken as a whole, from and after the date of this Agreement until the Lock-Up Date, the Partnership shall not grant, issue or sell any Common Units, or take any other action that may result in the issuance of any of the foregoing; provided, however, that no such consent shall be required in respect of (a) the issuance of awards pursuant to the LTIP, the issuance of Common Units upon the vesting of “phantom units” granted pursuant to the LTIP or (b) the issuance of Partnership Securities to the General Partner in order for the General Partner to maintain the GP Interest.
Section 5.07     Short Selling Acknowledgment and Agreement . Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of Short Sales of securities “against the box” prior to the effective date of a registration statement or prior to the time a Purchaser is eligible to sell such securities pursuant to Rule 144 under the Securities Act is a violation of Section 5 of the Securities Act. Each Purchaser agrees, severally and not jointly, that it will not (and shall cause its Affiliates not to) engage in any Short Sales that result in the disposition of the Purchased Units acquired hereunder by the Purchaser until such time as the Registration Statement (as defined in the Registration Rights Agreement) is declared or deemed effective by the Commission or such Purchased Units are eligible to be sold under Rule 144 under the Securities Act. Each Purchaser further agrees, severally and not jointly, that it has not and it will not (and shall cause its Affiliates not to) enter into any Short Sales that result in the disposition of the Common Units owned by such Purchaser since the date of execution of the confidentiality agreement with the Partnership related to the offer to sell the Purchased Units through the announcement of the transaction contemplated hereby; provided that this provision shall not limit any Purchaser’s ability to fulfill contractual obligations existing on the date hereof.
Section 5.08     NYSE Listing .     The Partnership shall, as soon as reasonably practicable after the date hereof, and not later than immediately prior to the Closing Date, file a supplemental listing application with the NYSE to list the Purchased Units and use its commercially reasonable efforts to ensure that the Purchased Units are approved for listing on the NYSE, subject to notice of issuance.
Section 5.09     Certain Special Allocations of Book and Taxable Income . To the extent that the Purchase Price differs from the Per Unit Capital Amount (as defined in the Partnership Agreement) as of the Closing Date for a then Outstanding Common Unit after taking into account the issuance of the Purchased Units, the General Partner intends to specially allocate Partnership items of book and taxable income, gain, loss or deduction to the Purchasers so that the Per Unit Capital Amount with respect to their Purchased Units are equal to the Per Unit Capital Amounts with respect to other Common Units (and thus to assure fungibility of all Common Units). In making such special allocations, the Partnership shall first allocate items of Unrealized Gain to the Purchasers to extent available and then allocate items of taxable income, gain, loss and deduction to the Purchasers to the extent necessary to cause the Per Unit Capital Amount of the Purchased Units to equal the Per Unit Capital Amount of the other Common Units. Such special allocations will occur upon the earlier to occur of any taxable period of the Partnership ending upon, or after, (a) an event described in Section 5.5(d) of the Partnership

Exhibit 10.1

Agreement or a sale of all or substantially all of the assets of the Partnership occurring after the date of the issuance of the Purchased Units, or (b) the transfer of the Purchased Units to a Person that is not an Affiliate of the Purchaser, in which case, such allocation shall be made only with respect to the Purchased Units so transferred. The foregoing provisions of this Section 5.09 shall constitute an amendment of the Partnership Agreement by the General Partner pursuant to Section 6.1(d)(x)(D)(iii)(y), 13.1(d)(ii)(B), and 13.1(g) of the Partnership Agreement to ensure uniformity of the Common Units and to provide for all allocations among the partners in the Partnership Agreement pursuant to Section 704(b) of the Code.
Section 5.10     Partnership Fees . The Partnership agrees that it shall indemnify and hold harmless each Purchaser from and against any and all claims, demands or liabilities for broker’s, finder’s, placement or similar fees or commissions incurred by the Partnership in connection with the sale of the Purchased Units or the consummation of the transactions contemplated by the Basic Documents, including any fees payable to Wells Fargo Securities, LLC in its role as placement agent.

ARTICLE VI 
 CLOSING CONDITIONS
Section 6.01     Conditions to the Closing .
(a)     Mutual Conditions . The respective obligation 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 particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):
(i)    no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal; and
(ii)    there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement.
(b)     Each Purchaser’s Conditions . The respective obligation of each Purchaser to consummate the purchase of its 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 particular Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

Exhibit 10.1

(i)    the Partnership shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date;
(ii)    the representations and warranties of the Partnership contained in this Agreement that are qualified by materiality or Partnership Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties 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 made as of a specific date shall be required to be true and correct as of such date only), notwithstanding the foregoing, the representation and warranty in the first sentence of Section 3.02(a) shall be deemed to be true and correct in all material respects despite any amendment to the Partnership Agreement following the date hereof if such amendment does not materially and adversely affect the rights, preferences, privileges and restrictions governing the Common Units;
(iii)    the Partnership shall have (or shall concurrently with the Closing) closed the Acquisition on substantially the same terms set forth in the Acquisition Agreement provided to the Purchasers;
(iv)    the Partnership shall have delivered, or caused to be delivered, to the Purchasers at the Closing, the Partnership’s closing deliveries described in Section 6.02 ;
(v)    solely with respect to Goldman, the Partnership, Goldman and State Street Corporation shall have entered into the Control Agreement in a form reasonably acceptable to Goldman;
(vi)    the NYSE shall have authorized, upon official notice of issuance, the listing of the Purchased Units and no notice of delisting from the NYSE shall have been received by the Partnership with respect to the Common Units; and
(vii)    since the date of this Agreement, no Partnership Material Adverse Effect shall have occurred and be continuing.
(c)     The Partnership’s Conditions . The obligation of the Partnership to consummate the sale of the Purchased Units to each of the Purchasers shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions with respect to such Purchaser individually and not the Purchasers jointly (any or all of which may be waived by the Partnership in writing, in whole or in part, to the extent permitted by applicable Law):
(i)    such Purchaser shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by that Purchaser on or prior to the Closing Date;

Exhibit 10.1

(ii)    the representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect shall be true and correct when made and as of the Closing Date and all other representations and warranties 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 made as of a specific date shall be required to be true and correct as of such date only); and
(iii)    such Purchaser shall have delivered, or caused to be delivered, to the Partnership at the Closing, such Purchaser’s closing deliveries described in Section 6.03 .
Section 6.02     Partnership Deliveries     . At the Closing, subject to the terms and conditions of this Agreement, the Partnership will deliver, or cause to be delivered, to each Purchaser:
(a)    at the option of each Purchaser (which such option is exercisable by notice to the Partnership at least two days prior to the Closing Date), evidence of issuance of a certificate evidencing the Purchased Units or the Purchased Units credited to book-entry accounts maintained by the transfer agent, bearing the legend or restrictive notation set forth in Section 4.08 , 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, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the General Partner, on behalf of the Partnership, in their capacities as such, stating that:
(i)    the Partnership has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by the Partnership on or prior to the Closing Date; and
(ii)    the representations and warranties of the Partnership (A) set forth in Section 3.01 , the second sentence of Section 3.02(a) , and Section 3.05 and (B) contained in this Agreement that are qualified by materiality or Partnership Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of the Partnership 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); and the Partnership Agreement has not been amended in any manner that materially and adversely affects the rights, preferences, privileges and restrictions governing the Common Units;
(c)    An opinion addressed to the Purchasers from Holland & Hart, LLP, outside legal counsel to the Partnership dated the Closing Date, substantially similar in substance to the form of opinion attached to this Agreement as Exhibit D ;

Exhibit 10.1

(d)    The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A , which shall have been duly executed by the Partnership; and
(e)    A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (i) the Partnership Agreement, as amended, (ii) board resolutions authorizing the execution and delivery of the Basic Documents and the consummation of the transactions contemplated thereby and (iii) the incumbent officers authorized to execute the Basic Documents, setting forth the name and title and bearing the signatures of such officers.
Section 6.03     Purchaser Deliveries . At the Closing, subject to the terms and conditions of this Agreement, each Purchaser will deliver, or cause to be delivered:
(a)    Subject to the Control Agreement solely with respect to Goldman, payment to the Partnership of such Purchaser’s Allocated Purchase Amount by wire transfer(s) of immediately available funds to an account which account must be designated by Partnership in writing at least two (2) Business Days prior to the Closing;
(b)    The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit A , which shall have been duly executed by such Purchaser; and
(c)    a certificate from such Purchaser, dated the Closing Date and signed by an appropriate officer of such Purchaser, in his or her capacity as such, stating that:
(i)    such Purchaser has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with it on or prior to the Closing Date; and
(ii)    the representations and warranties of such Purchaser contained in this Agreement that are qualified by materiality or Purchaser Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of such Purchaser contained in this Agreement 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).
ARTICLE VII 
 INDEMNIFICATION, COSTS AND EXPENSES
Section 7.01     Indemnification by the Partnership . The Partnership agrees to indemnify each Purchaser and its Representatives (collectively, “ Purchaser Related Parties ”) from, and hold each of them harmless against any and all costs, losses, liabilities, damages, expenses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action as a result of, or arising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Partnership contained in any Basic Document, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all

Exhibit 10.1

costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including 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, provided , that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty; and provided further , that no Purchaser Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically indemnifiable under this provision.
Section 7.02     Indemnification by Purchasers . Each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “ Partnership 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, and promptly upon demand, pay or reimburse each of them for all 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 such Purchaser contained herein; provided , that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty; and provided further , that no Partnership Related Party shall be entitled to recover special, consequential (including lost profits) or punitive damages; and provided further , that absent fraud, bad faith, gross negligence or willful misconduct on the part of a Purchaser, in no event will such Purchaser be liable for any amount in excess of its Allocated Purchase Amount.
Section 7.03     Indemnification Procedure . Promptly after any Partnership 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 party, 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

Exhibit 10.1

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, involves no admission of wrongdoing or malfeasance by, and includes a complete release from liability of, the Indemnified Party.
ARTICLE VIII 
 MISCELLANEOUS
Section 8.01     Interpretation . Article, Section, Schedule, 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 the Partnership has an obligation under the Basic Documents, the expense of complying with such obligation shall be an expense of the Partnership unless otherwise specified therein. Whenever any determination, consent or approval is to be made or given by a Purchaser under the Basic Documents, such action shall be in such Purchaser’s sole discretion unless otherwise specified therein. If any provision in the Basic Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be fully severable and the Basic Documents shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of the Basic Documents, and the remaining provisions shall remain in full force and effect. The Basic Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.
Section 8.02     Survival of Provisions     . The representations and warranties set forth in Sections 3.01 , 3.02 , 3.06 , 3.08 , 3.09 , 3.10 , 3.11 , 3.13 , 3.14 3.16 , 4.01 , 4.03 , 4.04 , 4.05 , 4.06 ,

Exhibit 10.1

4.07 , 4.08 , 4.09 and 4.10 of this Agreement shall survive the execution and delivery of this Agreement indefinitely, and the other representations and warranties set forth in this Agreement shall survive for a period of 12 months following the Closing Date regardless of any investigation made by or on behalf of the Partnership or any Purchaser. The covenants made in this Agreement or any other Basic 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 or repurchase thereof. All indemnification obligations of the Partnership and the Purchasers pursuant to this Agreement shall remain operative and in full force and effect unless such obligations are expressly terminated in a writing by the Parties, regardless of any purported general termination of this Agreement.
Section 8.03     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 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; Amendment . Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of this Agreement or any other Basic Document shall be effective unless signed by each of the Parties or each of the original signatories thereto affected by such amendment, waiver, consent, modification or termination. Any amendment, supplement or modification of or to any provision of any Basic Document, any waiver of any provision of any Basic Document and any consent to any departure by the Partnership from the terms of any provision of any Basic 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 the Partnership in any case shall entitle the Partnership to any other or further notice or demand in similar or other circumstances.
Section 8.04     Binding Effect; Assignment .
(a)     Binding Effect . This Agreement shall be binding upon the Partnership, each 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 as provided in Article VII , and their respective successors and permitted assigns.
(b)     Assignment of Purchased Units . All or any portion of a Purchaser’s Purchased Units purchased pursuant to this Agreement may be sold, assigned or pledged by such Purchaser, subject to compliance with applicable federal and state securities Laws, Section 5.05 and the Registration Rights Agreement.

Exhibit 10.1

(c)     Assignment of Rights . Each Purchaser may assign all or any portion of its rights and obligations without the consent of the Partnership to any Affiliate of such Purchaser and the assignee shall be deemed to be a Purchaser hereunder with respect to such assigned rights or obligations and shall agree to be bound by the provisions of this Agreement. Except as expressly permitted by this Section 8.04(c) , such rights may not otherwise be transferred except with the prior written consent of the Partnership (which consent shall not be unreasonably withheld), in which case the assignee shall be deemed to be a Purchaser hereunder with respect to such assigned rights or obligations and shall agree to be bound by the provisions of this Agreement.
Section 8.05     Aggregation of Purchased Units . All Purchased Units held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.
Section 8.06     Confidentiality and Non-Disclosure . Notwithstanding anything herein to the contrary, each Purchaser that has entered into a confidentiality agreement in favor of the Partnership shall continue to be bound by such confidentiality agreement in accordance with the terms thereof.
Section 8.07     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, electronic mail or personal delivery to the following addresses:
(a)    If to any Purchaser:
To the respective address listed on Schedule 8.07 hereof with a copy to (which shall not constitute notice):
Baker Botts L.L.P.
910 Louisiana St.
Houston, Texas 77002
Attention: Joshua Davidson
Facsimile: 713.229.2727
Email: joshua.davidson@bakerbotts.com

(b)    If to American Midstream Partners, LP:
1400 16th St., Suite 310
Denver CO 80202
Attention: General Counsel
Facsimile: 720.457.6040

Exhibit 10.1

With a copy to (which shall not constitute notice):
Holland & Hart LLP
555 17th Street, Suite 3200
Denver, CO 80202
Attention: Lucy Schlauch Stark
Facsimile: 303.291.9145
Email: mlstark@hollandhart.com

or to such other address as the Partnership or such Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; at the time of transmittal, if sent via electronic mail; upon actual receipt if sent by certified mail, return receipt requested, or regular mail, if mailed; when receipt acknowledged, if sent via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.
Section 8.08     Removal of Legend . In connection with a sale of the Purchased Units by a Purchaser in reliance on Rule 144 under the Securities Act, the applicable Purchaser or its broker shall deliver to the transfer agent and the Partnership a customary broker representation letter providing to the transfer agent and the Partnership any information the Partnership deems reasonably necessary to determine that the sale of the Purchased Units is made in compliance with Rule 144 under the Securities Act, including, as may be appropriate, a certification that the Purchaser is not an Affiliate of the Partnership and regarding the length of time the Purchased Units have been held. Upon receipt of such representation letter, the Partnership shall promptly direct its transfer agent to remove the notation of a restrictive legend in such Purchaser’s certificates evidencing the Purchased Units or the book-entry account maintained by the transfer agent, including the legend referred to in Section 4.08 , and the Partnership shall bear all costs associated therewith. After a registration statement under the Securities Act permitting the public resale of the Purchased Units has become effective or any Purchaser or its permitted assigns have held the Purchased Units for one year, if the book-entry account of such Purchased Units still bears the notation of the restrictive legend referred to in Section 4.08 , the Partnership 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 4.08 from the Purchased Units, and the Partnership shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assigns provide to the Partnership any information the Partnership deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of the Partnership and regarding the length of time the Purchased Units have been held. Assuming the registration statement is effective or the Purchased Units have been held for greater than six months, whether held in certificated form or in book entry with the transfer agent, the Partnership agrees that upon request, it shall cooperate with the Purchasers to ensure that the Purchased Units are moved to such Purchaser’s DTC brokerage or custodial account according to the instructions provided by such Purchaser.

Exhibit 10.1

Section 8.09     Entire Agreement . This Agreement and the other Basic Documents (and, with respect to the Partnership and Goldman, the Control Agreement) 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 and thereto 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 and therein, with respect to the rights granted by the Partnership or a Purchaser set forth herein and therein. This Agreement and the other Basic Documents supersede all prior agreements and understandings between the Parties with respect to such subject matter. The Schedules and Exhibits referred to herein and attached hereto are incorporated herein by this reference, and unless the context expressly requires otherwise, are incorporated in the definition of “Agreement.”
Section 8.10     Governing Law . This Agreement will be construed in accordance with and governed by the Laws of the State of New York without regard to principles of conflicts of Laws thereof that would apply the laws of any other state.
Section 8.11     Execution in Counterparts . This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, including facsimile or .pdf format 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 8.12     Termination .
(a)    Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time at or prior to the Closing by the mutual written consent of the Purchasers entitled to purchase a majority of the Purchased Units and the Partnership.
(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 which permanently restrains, precludes, enjoins or otherwise 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 on or before October 2, 2014.
(c)    In the event of the termination of this Agreement as provided in Section 8.12(a) or Section 8.12(b) , (i) this Agreement shall forthwith become null and void, (ii) within two Business Days following such termination and receipt of deposit instructions from each Purchaser, the Partnership shall pay the Commitment Fee to each Purchaser in either immediately available funds by wire transfer or Common Units bearing the restrictive legend set

Exhibit 10.1

forth in Section 4.08 , and (iii) there shall be no liability on the part of any party hereto, except (A) as set forth in Article VII of this Agreement and (B) with respect to the requirement to comply with any confidentiality agreement in favor of the Partnership; provided , that nothing herein shall relieve any party from any liability or obligation with respect to any willful breach of this Agreement.
Section 8.13     Recapitalization, Exchanges, Etc . The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Purchased Units, and shall be appropriately adjusted for combinations, unit splits, recapitalizations and the like occurring after the date of this Agreement.
Section 8.14     Obligations Limited to Parties to Agreement . Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Partnership and the Purchasers shall have any obligation hereunder and that, notwithstanding that one or more of the Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the other Basic Documents or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers under this Agreement or the other Basic Documents or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of a Purchaser hereunder.

Exhibit 10.1

IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
AMERICAN MIDSTREAM PARTNERS, LP

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

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

SALIENT MLP FUND L.P.    

By: Salient Capital Advisors, LLC
Its Investment Manager

By: /s/ Gregory Reid ___________________
Name: Gregory A. Reid
Title: Managing Director

Number of Purchased Units:             274,600                

Commitment Amount:             $7,213,742.00                

Name to be used on certificates:         Salient MLP Fund L.P.            

Address for delivery of certificates:	Salient MLP Fund L.P.            	
Attention: Jenna Rotner/Morgan Stanley    
1585 Broadway, 15th Floor            
New York, NY 10036                
Fax:         Ref: 038C37515            

Tax I.D. Number:                 26-0751228                    

Address for notices:                 4265 San Felipe Suite 800            
Houston, TX 77027                

Fax:     713-993-4098                
Attn: Paula Canlas/Salient MLP Operations
E-Mail: DL-MLPOperations@salientpartners.com

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

HEB BRAND SAVINGS AND RETIREMENT
PLAN TRUST
___________________________________

By: Salient Capital Advisors, LLC
Its Investment Manager

By:_ /s/ Gregory A. Reid            
Name: Gregory A. Reid
Title: Managing Director

Number of Purchased Units:             50,750                

Commitment Amount:             $1,333,202.50                

Name to be used on certificates:         HEB Brand Savings and Retirement Plan    
Trust                        

Address for delivery of certificates:	HEB Brand Savings and Retirement Plan    	
Trust Attention: Jenna Rotner/Morgan    
Stanley                        
1585 Broadway, 15th Floor            
New York, NY 10036                
Fax:                         Ref: 038CDALQ4 _____________________ 
                         
Tax I.D. Number:                 74-6042284                    

Address for notices:                 4265 San Felipe Suite 800            
Houston, TX 77027                

Fax:     713-993-4098                
Attn: Paula Canlas/Salient MLP Operations
E-Mail: DL-MLPOperations@salientpartners.com

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

SALIENT MLP TOTAL RETURN FUND L.P.

By: Salient Capital Advisors, LLC
Its Investment Manager

By:_ /s/ Gregory A. Reid                
Name: Gregory A. Reid
Title: Managing Director

Number of Purchased Units:             35,850                        

Commitment Amount:             $941,779.50                    

Name to be used on certificates:         Salient MLP Total Return Fund, L.P.        

Address for delivery of certificates:	Salient MLP Total Return Fund, L.P.        	
Attention: Jenna Rotner/Morgan Stanley    
1585 Broadway, 15th Floor            
New York, NY 10036                
Fax:                             Ref: 038CDGZW3             
                         
Tax I.D. Number:                 36-4763606

Address for notices:                 4265 San Felipe Suite 800            
Houston, TX 77027                

Fax:     713-993-4098                
Attn: Paula Canlas/Salient MLP Operations    
E-Mail: DL-MLPOperations@salientpartners.com    

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

SALIENT MLP & ENERGY
INFRASTRUCTURE II
_________________________________________

By: Salient Capital Advisors, LLC
Its Investment Manager

By:_ /s/ Gregory A. Reid                
Name: Gregory A. Reid
Title: Managing Director

Number of Purchased Units:             579,000                    

Commitment Amount:             $15,210,330.00                

Name to be used on certificates:         Salient MLP & Energy Infrastructure II    

Address for delivery of certificates: Salient MLP & Energy Infrastructure II        
Trust     Attention: Ana B Ramos Colon    
3800 Citibank Center B2-08            
Tampa, FL 33610-9122            
Ref: 209654/ SMLPX- RIC            
Fax:                                                 

Tax I.D. Number:                 45-5216026                    

Address for notices:                 4265 San Felipe Suite 800            
Houston, TX 77027                

Fax:     713-993-4098                
Attn: Paula Canlas/Salient MLP Operations
E-Mail: DL-MLPOperations@salientpartners.com

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

SALIENT MLP FUND
_________________________________________

By: Salient Capital Advisors, LLC
Its Investment Manager

By:_ /s/ Gregory A. Reid                
Name: Gregory A. Reid
Title: Managing Director

Number of Purchased Units:             17,450                        

Commitment Amount:             $458,411.50                    

Name to be used on certificates:         Salient MLP Fund                

Address for delivery of certificates:	Salient MLP Fund                	
Attention: Ana B Ramos Colon        
3800 Citibank Center B2-08            
Tampa, FL 33610-9122            
Ref: 215125/ SIMCX- RIC            
Fax:                        ____________________________________ 
                         
Tax I.D. Number:                 46-4729573

Address for notices:                 4265 San Felipe Suite 800            
Houston, TX 77027                

Fax:     713-993-4098                
Attn: Paula Canlas/Salient MLP Operations
E-Mail: DL-MLPOperations@salientpartners.com

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

SALIENT MLP & ENERGY
INFRASTRUCTURE

By: Salient Capital Advisors, LLC
Its Investment Manager

By:_ /s/ Gregory A. Reid                
Name: Gregory A. Reid
Title: Managing Director

Number of Purchased Units:             262,700                    

Commitment Amount:             $6,901,129.00                    

Name to be used on certificates:	US BANK NA Custodian FBO Salient    	
MLP & Energy Infrastructure Fund        

Address for delivery of certificates: US BANK NA Custodian FBO Salient MLP & Energy Infrastructure Fund
Attention: Alex Haugen/ Fund Custody    
MK-WI-S302                    
1555 N Rivercenter Dr. Suite 302        
Milwaukee, WI 53212            
Ref: 19-9061- SMF RIC            
Fax:                        ____________________________________ 
                         
Tax I.D. Number:                 90-0681013

Address for notices:                 4265 San Felipe Suite 800            
Houston, TX 77027                

Fax:     713-993-4098                
Attn: Paula Canlas/Salient MLP Operations
E-Mail: DL-MLPOperations@salientpartners.com

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

SALIENT MIDSTREAM & MLP FUND
___________________________________

By: Salient Capital Advisors, LLC
Its Investment Manager

By:_ /s/ Gregory A. Reid                
Name: Gregory A. Reid
Title: Managing Director

Number of Purchased Units:             302,300                

Commitment Amount:             $7,941,421.00                

Name to be used on certificates:         Salient Midstream & MLP Fund

Address for delivery of certificates: Salient Midstream & MLP Fund            
		
	Attention: Ana B Ramos Colon        	
3800 Citibank Center B2-08            
Tampa, FL 33610-9122            
Ref: 208820/ SMM- RIC            
Fax:                        ____________________________________ 
                         
Tax I.D. Number:                 45-4968620                    

Address for notices:                 4265 San Felipe Suite 800            
Houston, TX 77027                

Fax:     713-993-4098                
Attn: Paula Canlas/Salient MLP Operations
E-Mail: DL-MLPOperations@salientpartners.com

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

Fiduciary/Claymore MLP Opportunity Fund        

By:__ /s/ Quinn T. Kiley ______________________
Name: Quinn T. Kiley
Title: Senior Portfolio Manager

Number of Purchased Units:                         520,160        

Commitment Amount:                         $13,664,603.20    

Name to be used on certificates:         FIDUCIARY/CLAYMORE MLP        
OPPORTUNITY FUND            

Address for delivery of certificates:                             

                         
Fax:                         
Attn:                         
Tax I.D. Number:                     20-1923642                

Address for notices:                     Advisory Research, Inc.        
8235 Forsyth Blvd., Suite 700    

     St. Louis, MO 63105            
Fax:     314-446-1407                
Attn:     Quinn T. Kiley            

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

Nuveen Energy MLP Total Return Fund        

By:__ /s/ Quinn T. Kiley ______________________
Name: Quinn T. Kiley
Title: Senior Portfolio Manager

Number of Purchased Units:                         492,695        

Commitment Amount:                         $12,943,097.65    

Name to be used on certificates:	NUVEEN ENERGY MLP TOTAL        	

RETURN FUND                

Address for delivery of certificates:                             

                         
Fax:                         
Attn:                         
Tax I.D. Number:                     27-4486669                

Address for notices:                     Advisory Research, Inc.        
8235 Forsyth Blvd., Suite 700    

     St. Louis, MO 63105            
Fax:     314-446-1407                
Attn:     Quinn T. Kiley            

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

Nuveen All Cap Energy MLP Opportunities Fund    

By:__ /s/ Quinn T. Kiley ______________________
Name: Quinn T. Kiley
Title: Senior Portfolio Manager

Number of Purchased Units:                         119,660        

Commitment Amount:                         $3,143,468.20        

Name to be used on certificates:	NUVEEN ALL CAP ENERGY MLP    	

OPPORTUNITIES FUND            

Address for delivery of certificates:                             

                         
Fax:                         
Attn:                         
Tax I.D. Number:                     46-3829808                

Address for notices:                     Advisory Research, Inc.        
8235 Forsyth Blvd., Suite 700    

     St. Louis, MO 63105            
Fax:     314-446-1407                
Attn:     Quinn T. Kiley            

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

Advisory Research MLP & Energy Income Fund    

By:__ /s/ Quinn T. Kiley ______________________
Name: Quinn T. Kiley
Title: Senior Portfolio Manager

Number of Purchased Units:                         243,885        

Commitment Amount:                         $6,406,858.95        

Name to be used on certificates:	ADVISORY RESEARCH MLP &         	

ENERGY INCOME FUND            

Address for delivery of certificates:                             

                         
Fax:                         
Attn:                         
Tax I.D. Number:                     27-3764048                

Address for notices:                     Advisory Research, Inc.        
8235 Forsyth Blvd., Suite 700    

     St. Louis, MO 63105            
Fax:     314-446-1407                
Attn:     Quinn T. Kiley            

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

Teachers’ Retirement System of Oklahoma        

By:__ /s/ Quinn T. Kiley ______________________
Name: Quinn T. Kiley
Title: Senior Portfolio Manager

Number of Purchased Units:                         132,985        

Commitment Amount:                         $3,493,515.95        

Name to be used on certificates:	TEACHERS’ RETIREMENT SYSTEM OF    	

OKLAHOMA                    

Address for delivery of certificates:                             

                         
Fax:                         
Attn:                         
Tax I.D. Number:                     73-6028563                

Address for notices:                     Advisory Research, Inc.        
8235 Forsyth Blvd., Suite 700    

     St. Louis, MO 63105            
Fax:     314-446-1407                
Attn:     Quinn T. Kiley            

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

Advisory Research MLP & Energy            
Infrastructure    Fund                            

By:__ /s/ Quinn T. Kiley ______________________
Name: Quinn T. Kiley
Title: Senior Portfolio Manager

Number of Purchased Units:                         13,265            

Commitment Amount:                         $348,471.55        

Name to be used on certificates:	ADVISORY RESEARCH MLP &         	

ENERGY INFRASTRUCTURE FUND    

Address for delivery of certificates:                             

                         
Fax:                         
Attn:                         
Tax I.D. Number:                     27-3202185                

Address for notices:                     Advisory Research, Inc.        
8235 Forsyth Blvd., Suite 700    

     St. Louis, MO 63105            
Fax:     314-446-1407                
Attn:     Quinn T. Kiley            

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
Neuberger Berman MLP Income Fund Inc.        

By:__ /s/ Robert Conti ______________________
Name: Robert Conti
Title: President

Number of Purchased Units:            1,067,828        

Commitment Amount:            $28,051,841.56    

Name to be used on certificates:	Neuberger Berman MLP Income Fund Inc.    	

Address for delivery of certificates:	U.S. Bank Trust Services            	

Trust Services – Attn: Alex Haugen        

Attn: Physical Processing, MK-WI-S302    

1555 N River Center Drive, Suite 302    

Milwaukee, WI 53212            

Tax I.D. Number:                46-2081430                    

Address for notices:                Neuberger Berman MLP Income Fund Inc.    
c/o Neuberger Berman Management LLC    

605 Third Avenue                

New York, NY 10158                
Attn:    Mutual Fund Administration        
Copy to: General Counsel – Mutual Funds    

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

July 14, 2014                

By:__ /s/ Brian Watson ______________________
Name: Brian Watson
Title: Portfolio Manager, SVP

Number of Purchased Units:                         319,661        

Commitment Amount:                         $8,397,494.47        

Name to be used on certificates:    

 OPPENHEIMER STEELPATH MLP SELECT 40 FUND

Address for delivery of certificates:	    2100 McKinney Avenue            Dallas, TX 75201            	

Fax:     214 740 6041                
Attn:     Sean Wells                
Tax I.D. Number:                     27-1423380                

Address for notices:                     2100 McKinney Avenue        
Dallas, TX 75201            

Fax:     214 740 6041                
Attn:     Brian Watson                

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

July 14, 2014                

By:__ /s/ Brian Watson ______________________
Name: Brian Watson
Title: Portfolio Manager, SVP

Number of Purchased Units:                         200        

Commitment Amount:                         $5,254        

Name to be used on certificates:    

 OPPENHEIMER STEELPATH MLP MASTER FUND

Address for delivery of certificates:	    2100 McKinney Avenue            Dallas, TX 75201            	

Fax:     214 740 6041                
Attn:     Sean Wells                
Tax I.D. Number:                     46-1504870                

Address for notices:                     2100 McKinney Avenue        
Dallas, TX 75201            

Fax:     214 740 6041                
Attn:     Brian Watson                

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

July 14, 2014                

By:__ /s/ Brian Watson ______________________
Name: Brian Watson
Title: Portfolio Manager, SVP

Number of Purchased Units:                         565,565        

Commitment Amount:                         $14,857,392.55    

Name to be used on certificates:    

 OPPENHEIMER STEELPATH INCOME FUND

Address for delivery of certificates:	    2100 McKinney Avenue            Dallas, TX 75201            	

Fax:     214 740 6041                
Attn:     Sean Wells                
Tax I.D. Number:                     27-1575900                

Address for notices:                     2100 McKinney Avenue        
Dallas, TX 75201            

Fax:     214 740 6041                
Attn:     Brian Watson                

Exhibit 10.1

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

July 14, 2014                

By:__ /s/ Brian Watson ______________________
Name: Brian Watson
Title: Portfolio Manager, SVP

Number of Purchased Units:                         4,435            

Commitment Amount:                         $116,507.45        

Name to be used on certificates:     AIC/CORNERSTONE ADVISORS INCOME

      OPPORTUNITIES FUND-STEELPATH-209780    

Address for delivery of certificates:	    C/O OFI Steelpath                2100 McKinney Avenue            Dallas, TX 75201            	

Fax:     214 740 6041                
Attn:         Sean Wells            
Tax I.D. Number:                     45-5495280                

Address for notices:                     2100 McKinney Avenue        
Dallas, TX 75201            

Fax:     214 740 6041                
Attn:     Brian Watson                

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

Goldman Sachs MLP Income Opportunities Fund
By: Goldman Sachs Asset Management, L.P., its Investment Adviser

/s/ Collin Bell ______________________________
Name: Collin Bell
Title: Managing Director

Number of Purchased Units:                     682,224            

Commitment Amount:                 $17,922,024.48            

Name to be used on certificates:              GOLDMAN SACHS MLP INCOME
OPPORTUNITIES FUND

Address for delivery of certificates:    

M/S CCB0501
State Street Bank
1 Iron St
Boston, MA 02110
Fax: 617.369.9843
Attn: John Lewis

Tax I.D. Number:                          46-3405556             

Address for notices:                
GOLDMAN SACHS MLP INCOME OPPORTUNITIES FUND
c/o Goldman Sachs Asset Management, L.P.
200 West Street
New York, New York 10282
Fax: (212) 934-3061
Attn: Ganesh Jois

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

Center Coast MLP & Infrastructure Fund

By:__ /s/ Robert T. Chisholm
Name: Robert T. Chisholm
Title: Senior Portfolio Manager & Fund VP

Number of Purchased Units:                 465,100            

Commitment Amount:                 $12,218,177            

Name to be used on certificates:         Center Coast MLP & Infrastructure Fund     

		
Address for delivery of certificates:	Center Coast Capital Advisors, LP         1100 Louisiana, Suite 5025            	
Houston, TX 77002                
Fax:     713-759-1401                
Attn:     Rachel Hollowell            
Tax I.D. Number:                 90-1011829                    

Address for notices:	Center Coast Capital Advisors, LP         1100 Louisiana, Suite 5025            	
Houston, TX 77002                
Fax:     713-759-1401                
Attn:     Rachel Hollowell            

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

Center Coast Capital Partners, LP

By:__ /s/ Robert T. Chisholm
Name: Robert T. Chisholm
Title: Senior Portfolio Manager & Principal

Number of Purchased Units:                 128,141            

Commitment Amount:                 $3,366,264.07            

Name to be used on certificates:         Center Coast Capital Partners, LP     

		
Address for delivery of certificates:	Center Coast Capital Advisors, LP         1100 Louisiana, Suite 5025            	
Houston, TX 77002                
Fax:     713-759-1401                
Attn:     Rachel Hollowell            
Tax I.D. Number:                 20-8955910                    

Address for notices:	Center Coast Capital Advisors, LP         1100 Louisiana, Suite 5025            	
Houston, TX 77002                
Fax:     713-759-1401                
Attn:     Rachel Hollowell            

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

/s/ Chris Linder        

By: AT MLP FUND, LLC         
Name: Chris Linder
Title: Senior Vice President

Number of Purchased Units:            444,931     

Commitment Amount:            $11,688,337.37         

Name to be used on certificates:        AT MLP FUND, LLC

		
Address for delivery of certificates:	1700 Lincoln St. Suite 255        	
Denver Co, 80203                 
                        
Fax:    303-296-0111         
Attn:    Amanda Garvey         
Tax I.D. Number:                20-8004829                    

Address for notices:	1700 Lincoln St. Suite 255        	
Denver Co, 80203                 
                        
Fax:    303-296-0111         
Attn:    Amanda Garvey         

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC

By: ClearBridge Investments, LLC as discretionary manager

By:__ /s/ Harry D. Cohen            
Name: Harry D. Cohen
Title: Chief Investment Officer

Number of Purchased Units:                 148,310                

Commitment Amount:                 $3,896,112.46                

Name to be used on certificates:	ClearBridge Energy MLP Total Return Fund Inc	

		
Address for delivery of certificates:	State Street Bank & Trust	
Newport Office Center
570 Washington Boulevard
Jersey City, NJ 07310
Attn: 5 th floor/NY Window/Robert Mendez
FBO State Street Bank & Trust for account N4CR

Tax I.D. Number:                 45-4960969                    

Address for notices:	ClearBridge Investments, LLC	
620 8 th Avenue, 47th FL
NY, NY 10018
Fax:    646-390-9414
Attn:    Frank Cusumano

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

CLEARBRIDGE ENERGY MLP FUND INC

By: ClearBridge Investments, LLC as discretionary manager

By:__ /s/ Harry D. Cohen            
Name: Harry D. Cohen
Title: Chief Investment Officer

Number of Purchased Units:                 296,621                

Commitment Amount:                 $7,792,224.91                

Name to be used on certificates:	ClearBridge Energy MLP Fund Inc 

		
Address for delivery of certificates:	State Street Bank & Trust	
Newport Office Center
570 Washington Boulevard
Jersey City, NJ 07310
Attn: 5 th floor/NY Window/Robert Mendez
FBO State Street Bank & Trust for account N4WP

Tax I.D. Number:                 27-2282398                    

Address for notices:	ClearBridge Investments, LLC	
620 8 th Avenue, 47th FL
NY, NY 10018
Fax:    646-390-9414
Attn:    Frank Cusumano

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

By:__ /s/ David Thayer            
Name: David Thayer
Title: Managing Member

Number of Purchased Units:             291,479

Commitment Amount:             $7,657,153.33    

Name to be used on certificates:	Harvest MLP Income Fund LLC 

		
Address for delivery of certificates:	c/o Harvest Fund Advisors LLC	
100 West Lancaster Avenue, Second Floor
Wayne, PA 19087
Fax:         610-995-9775
Attention:     Anthony Merhige

Tax I.D. Number:                 27-2968896

Address for notices:	c/o Harvest Fund Advisors LLC	
100 West Lancaster Avenue, Second Floor
Wayne, PA 19087
Fax:         610-995-9775
Attention:     Anthony Merhige

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

By:__ /s/ David Thayer            
Name: David Thayer
Title: Managing Member

Number of Purchased Units:             142,492

Commitment Amount:             $3,743,264.84    

Name to be used on certificates:	Harvest MLP Income Fund III LLC 

		
Address for delivery of certificates:	c/o Harvest Fund Advisors LLC	
100 West Lancaster Avenue, Second Floor
Wayne, PA 19087
Fax:         610-995-9775
Attention:     Anthony Merhige

Tax I.D. Number:                 45-4090986

Address for notices:	c/o Harvest Fund Advisors LLC	
100 West Lancaster Avenue, Second Floor
Wayne, PA 19087
Fax:         610-995-9775
Attention:     Anthony Merhige

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

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

By:__ /s/ David Thayer            
Name: David Thayer
Title: Managing Member

Number of Purchased Units:             10,960

Commitment Amount:             $287,919.20

Name to be used on certificates:	Harvest Energy Fund LLC 

		
Address for delivery of certificates:	c/o Harvest Fund Advisors LLC	
100 West Lancaster Avenue, Second Floor
Wayne, PA 19087
Fax:         610-995-9775
Attention:     Anthony Merhige

Tax I.D. Number:                 46-1071849

Address for notices:	c/o Harvest Fund Advisors LLC	
100 West Lancaster Avenue, Second Floor
Wayne, PA 19087
Fax:         610-995-9775

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

Attention:     Anthony Merhige

[ Signature Page to Common Unit Purchase Agreement ]

Exhibit 10.1

Schedule 2.01

					
Purchaser	Allocated Purchase Amount		Purchased Units	
 	 	 	
Salient MLP Fund L.P.		$7,213,742.00		274,600	
 	 	 	
HEB Brand Savings and Retirement Plan Trust	1,333,202,50		50,750	
 	 	 	
Salient MLP Total Return Fund, L.P.		$941,779.50		35,850	
 	 	 	
Salient MLP & Energy Infrastructure II		$15,210,330.00		579,000	
 	 	 	
Salient MLP Fund		$458,411.50		17,450	
 	 	 	
Salient MLP & Energy Infrastructure		$6,901,129.00		262,700	
 	 	 	
Salient Midstream & MLP Fund		$7,941,421.00		302,300	
 	 	 	
Fiduciary / Claymore MLP Opportunity Fund		$13,664,603.20		520,160	
 	 	 	
Nuveen Energy MLP Total Return Fund		$12,943,097.65		492,695	
 	 	 	
Nuveen All Cap Energy MLP Opportunities Fund		$3,143,468.20		119,660	
 	 	 	
Advisory Research MLP & Energy Income Fund		$6,406,858.95		243,885	
 	 	 	
Teacher’s Retirement System of Oklahoma		$3,493,515.95		132,985	
 	 	 	
Advisory Research MLP & Energy Infrastructure Fund		$348,471.55		13,265	
 	 	 	
Neuberger Berman MLP Income Fund Inc.		$28,051,841.56		1,067,828	
 	 	 	
Oppenheimer Steelpath MLP Select 40 Fund		$8,397,494.47		319,661	
 	 	 	
Oppenheimer Steelpath MLP Master Fund		$5,254.00		200	
 	 	 	
Oppenheimer Steelpath Income Fund		$14,857,392.55		565,565	
 	 	 	
AIC / Cornerstone Advisors Income Opportunities Fund – Steelpath - 209780		$116,507.45		4,435	
 	 	 	
Goldman Sachs MLP Income Opportunities Fund		$17,922,024.48		682,224	

Active 16291992.3

Exhibit 10.1

	

Center Coast MLP & Infrastructure Fund		$12,218,177.00		465,100	
 	 	 	
Center Coast Capital Partners, LP		$3,366,264.07		128,141	
 	 	 	
AT MLP FUND, LLC		$11,688,337.37		            444,931	
 	 	 	
ClearBridge Energy MLP Total Return Fund Inc		$3,896,103.70		            148,310	
 	 	 	
ClearBridge Energy MLP Fund Inc		$7,792,233.67		296,621	
 	 	 	
Harvest MLP Income Fund LLC		$7,657,153.33		            291,479	
 	 	 	
Harvest MLP Income Fund III LLC		$3,743,264.84		142,492	
 	 	 	
Harvest Energy Fund LLC		$287,919.20		10,960	
 	 	 	
TOTAL		$199,999,998.69		7,613,247	

Active 16291992.3

Exhibit 10.1

Schedule 3.02
Material Subsidiaries
American Midstream (AlaTenn), LLC
American Midstream (Burns Point), LLC
American Midstream (Lavaca), LLC
American Midstream (Louisiana Intrastate), LLC
American Midstream (Midla), LLC
American Midstream (Mississippi), LLC
American Midstream Offshore (Seacrest), LP
American Midstream Blackwater, LLC
American Midstream Chatom, LLC
American Midstream Marketing, LLC
Blackwater New Orleans, L.L.C.
High Point Gas Transmission, LLC
Mid Louisiana Gas Transmission, LLC

Exhibit 10.1

Schedule 8.07

		
Purchaser	Contact Information	
Salient MLP Fund L.P.	Salient MLP Operations
4265 San Felipe Suite 800
Houston, TX 77027
Fax: 713-993-4098
Attn: Paula Canlas	
 	 	
HEB Brand Savings and Retirement Plan Trust	Salient MLP Operations
4265 San Felipe Suite 800
Houston, TX 77027
Fax: 713-993-4098
Attn: Paula Canlas	
 	 	
Salient MLP Total Return Fund, L.P.	Salient MLP Operations
4265 San Felipe Suite 800
Houston, TX 77027
Fax: 713-993-4098
Attn: Paula Canlas	
 	 	
Salient MLP & Energy Infrastructure II	Salient MLP Operations
4265 San Felipe Suite 800
Houston, TX 77027
Fax: 713-993-4098
Attn: Paula Canlas	
 	 	
Salient MLP Fund	Salient MLP Operations
4265 San Felipe Suite 800
Houston, TX 77027
Fax: 713-993-4098
Attn: Paula Canlas	
 	 	
Salient MLP & Energy Infrastructure	Salient MLP Operations
4265 San Felipe Suite 800
Houston, TX 77027
Fax: 713-993-4098
Attn: Paula Canlas	
 	 	
Salient Midstream & MLP Fund	Salient MLP Operations
4265 San Felipe Suite 800
Houston, TX 77027
Fax: 713-993-4098
Attn: Paula Canlas	

Exhibit 10.1

	
		
Purchaser	Contact Information	
Fiduciary / Claymore MLP Opportunity Fund	Advisory Research, Inc.
8235 Forsyth Blvd, Suite 700
St Louis, MO 63105
Fax: 314-446-1407
Attn: Quinn T, Kiley	
 	 	
Nuveen Energy MLP Total Return Fund	Advisory Research, Inc.
8235 Forsyth Blvd, Suite 700
St Louis, MO 63105
Fax: 314-446-1407
Attn: Quinn T, Kiley	
 	 	
Nuveen All Cap Energy MLP Opportunities Fund	Advisory Research, Inc.
8235 Forsyth Blvd, Suite 700
St Louis, MO 63105
Fax: 314-446-1407
Attn: Quinn T, Kiley	
 	 	
Advisory Research MLP & Energy Income Fund	Advisory Research, Inc.
8235 Forsyth Blvd, Suite 700
St Louis, MO 63105
Fax: 314-446-1407
Attn: Quinn T, Kiley	
 	 	
Teacher’s Retirement System of Oklahoma	Advisory Research, Inc.
8235 Forsyth Blvd, Suite 700
St Louis, MO 63105
Fax: 314-446-1407
Attn: Quinn T, Kiley	
 	 	
Advisory Research MLP & Energy Infrastructure Fund	Advisory Research, Inc.
8235 Forsyth Blvd, Suite 700
St Louis, MO 63105
Fax: 314-446-1407
Attn: Quinn T, Kiley	
 	 	
Neuberger Berman MLP Income Fund Inc.	Neuberger Berman MLP Income Fund Inc.
c/o Neuberger Berman Management LLC
605 Third Avenue
New York, NY 10158
Attn: Mutual Fund Administration
Copy to: General Counsel – Mutual Funds	

2

Exhibit 10.1

	
		
Purchaser	Contact Information	
Oppenheimer Steelpath MLP Select 40 Fund	Oppenheimer Steelpath MLP Select 40 Fund
2100 McKinney Avenue
Dallas, TX 75201
Fax: 214-740-6041
Attn: Brian Watson	
 	 	
Oppenheimer Steelpath MLP Master Fund	Oppenheimer Steelpath MLP Master Fund
2100 McKinney Avenue
Dallas, TX 75201
Fax: 214-740-6041
Attn: Brian Watson	
 	 	
Oppenheimer Steelpath Income Fund	Oppenheimer Steelpath Income Fund
2100 McKinney Avenue
Dallas, TX 75201
Fax: 214-740-6041
Attn: Brian Watson	
 	 	
AIC / Cornerstone Advisors Income Opportunities Fund – Steelpath - 209780	AIC / Cornerstone Advisors Income Opportunities Fund – Steelpath – 209780
2100 McKinney Avenue
Dallas, TX 75201
Fax: 214-740-6041
Attn: Brian Watson	
 	 	
Goldman Sachs MLP Income Opportunities Fund	Goldman Sachs MLP Income Opportunities Fund
c/o Goldman Sachs Asset Management, L.P.
200 West Street
New York, New York 10282
Fax: 212-934-3061
Attn: Ganesh Jois	
 	 	
Center Coast MLP & Infrastructure Fund	Center Coast Capital Advisors, LP
1100 Louisiana, Suite 5025
Houston, TX 77002
Fax: 713-759-1401
Attn: Rachel Hollowell	
 	 	
Center Coast Capital Partners, LP	Center Coast Capital Advisors, LP
1100 Louisiana, Suite 5025
Houston, TX 77002
Fax: 713-759-1401
Attn: Rachel Hollowell	

3

Exhibit 10.1

	
		
Purchaser	Contact Information	
AT MLP FUND, LLC	AT MLP FUND, LLC
1700 Lincoln St. Suite 255
Denver, CO 80203
Fax: 303-296-0111
Attn: Amanda Garvey	
 	 	
ClearBridge Energy MLP Total Return Fund Inc.	ClearBridge Investments, LLC
620 8 th  Avenue 47 th  FL
NY, NY 10018
Fax: 646-390-9414
Attn: Frank Cusumano	
 	 	
ClearBridge Energy MLP Fund Inc.	ClearBridge Investments, LLC
620 8 th  Avenue, 47 th  FL
NY, NY 10018
Fax: 646-390-9414
Attn: Frank Cusumano	
 	 	
Harvest MLP Income Fund LLC	Harvest MLP Income Fund LLC
c/o Harvest Fund Advisors LLC
100 West Lancaster Avenue, Second Floor
Wayne, PA 19087
Fax: 610-995-9775
Attn: Anthony Merhige	
 	 	
Harvest MLP Income Fund III LLC	Harvest MLP Income Fund III LLC
c/o Harvest Fund Advisors LLC
100 West Lancaster Avenue, Second Floor
Wayne, PA 19087
Fax: 610-995-9775
Attn: Anthony Merhige	
 	 	
Harvest Energy Fund LLC	Harvest Energy Fund LLC
c/o Harvest Fund Advisors LLC
100 West Lancaster Avenue, Second Floor
Wayne, PA 19087
Fax: 610-995-9775
Attn: Anthony Merhige	

4

Exhibit 10.1

Exhibit A

Form of Registration Rights Agreement

5

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made and entered into as of [ ●] , 2014, by and among American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), and the Purchasers listed on the signature pages to this Agreement (each, a “ Purchaser ” and collectively, the “ Purchasers ”).
WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of Common Units (as defined herein) pursuant to the Common Unit Purchase Agreement, dated as of July 14, 2014, by and among the Partnership and the Purchasers (the “ Purchase Agreement ”);
WHEREAS, the Partnership has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement; and
WHEREAS, it is a condition to the obligations of each Purchaser and the Partnership under the Purchase Agreement that this Agreement be executed and delivered.
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 are hereby acknowledged by each party hereto, the parties hereby agree as follows:
ARTICLE I 
 DEFINITIONS
Section 1.01     Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as so defined:
“ 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.
“ Acquisition ” has the meaning specified in the Purchase Agreement.
“ Agreement ” has the meaning specified in the introductory paragraph.
“ Commission ” means the United States Securities and Exchange Commission.
“ Common Units ” means the Common Units of the Partnership representing limited partner interests therein .

6

Exhibit 10.1

“ Effectiveness Period ” has the meaning specified in Section 2.01(a) .
“ General Partner ” means American Midstream GP, LLC, a Delaware limited liability company, the general partner of the Partnership.
“ Holder ” means the record holder of any Registrable Securities.
“ Included Registrable Securities ” has the meaning specified in Section 2.02(a) .
“ Liquidated Damages ” has the meaning specified in Section 2.01(b) .
“ Liquidated Damages Multiplier ” means the product of $26.27 times the number of Common Units purchased by such Purchaser that may not be disposed of without restriction and without the need for current public information pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in effect).
“ Losses ” has the meaning specified in Section 2.08(a).
“ Managing Underwriter ” means, with respect to any Underwritten Offering, the book-running lead manager of such Underwritten Offering.
“ NYSE ” means The New York Stock Exchange, Inc.
“ Opt-Out Notice ” has the meaning specified in Section 2.02(a) .
“ Parity Securities ” has the meaning specified in Section 2.02(b) .
“ Person ” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.
“ Purchase Agreement ” has the meaning specified in the Recitals of this Agreement.
“ Purchaser ” and “ Purchasers ” have the meanings specified in the introductory paragraph of this Agreement.
“ Purchased Units ” means those Common Units purchased pursuant to the Purchase Agreement.
“ Registrable Securities ” means (i) the Common Units comprising the Purchased Units and (ii) any Common Units issued as Liquidated Damages pursuant to Section 2.01(b) , all of which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof.
“ Registration Expenses ” has the meaning specified in Section 2.07(b) .
“ Selling Expenses ” has the meaning specified in Section 2.07(b) .

7

Exhibit 10.1

“ Selling Holder ” means a Holder who is selling Registrable Securities pursuant to a registration statement.
“ Underwritten Offering ” means an offering (including an offering pursuant to a Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.
Section 1.02     Registrable Securities. Any Registrable Security will cease to be a Registrable Security when (a) a registration statement covering such Registrable Security has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) such Registrable Security has been disposed of pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in effect); (c) such Registrable Security is held by the Partnership or one of its subsidiaries or Affiliates; (d) such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities; or (e) such Registrable Security becomes eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 under the Securities Act (or any similar provision then in effect), assuming the Holder of such Registrable Security is not an Affiliate of the Partnership.
ARTICLE II 
 REGISTRATION RIGHTS
Section 2.01     Registration.
(a)     Effectiveness Deadline  Promptly following the Closing Date (but no later than the earlier of (i) 5 days following the date the Partnership files a Form 8-K disclosing the financial statements required to be filed pursuant to Rules 3-05 and 11-01 of Regulation S-X promulgated by the Commission and related to the Acquisition and (ii) 90 days following the Closing Date (the “ Filing Deadline ”)), the Partnership shall prepare and file a registration statement under the Securities Act to permit the public resale of Registrable Securities from time to time as permitted by Rule 415 under the Securities Act (or any similar provision then in effect), with respect to all of the Registrable Securities (the “ Registration Statement ”). The Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Partnership so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 under the Securities Act (or any similar provision then in effect) at the then prevailing market prices. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement to become effective on or as soon as practicable after the Filing Deadline. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01(a) to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement

8

Exhibit 10.1

have ceased to be Registrable Securities (the “ Effectiveness Period ”). The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of the Registration Statement.
(b)     Failure To Go Effective . If the Registration Statement required by Section 2.01(a) is not declared effective within 150 days after the Filing Deadline, then each Purchaser shall be entitled to a payment (with respect to the Purchased Units of each such Purchaser), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period for the first 60 days following the 150th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 60 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “ Liquidated Damages ”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within 10 Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Purchaser in immediately available funds; provided, however, if the Partnership certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument filed as exhibits to the SEC Documents, then the Partnership shall pay such Liquidated Damages using as much cash as permitted without breaching any such credit facility or other debt instrument and shall pay the balance of any such Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, the Partnership shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with the NYSE (or such other national securities exchange on which the Registrable Securities are then listed) to list such additional Common Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average price of the Common Units on the NYSE for the 10 trading days immediately preceding the date on which the Liquidated Damages payment is due. The accrual of Liquidated Damages to a Holder shall cease at the earlier of (A) the Registration Statement becoming effective or (B) when such Holder no longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Partnership is unable to cause a Registration Statement to go effective within 150 days after the Filing Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Partnership may request a waiver of the Liquidated Damages, and each Holder may individually grant or withhold its consent to such request in its discretion.

9

Exhibit 10.1

(c)     Termination of Purchaser’s Rights . A Purchaser’s rights (and any transferee’s rights pursuant to Section 2.10 ) under this Section 2.01 shall terminate upon the termination of the Effectiveness Period.
Section 2.02     Piggyback Rights.
(a)     Participation . If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a) , (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $25 million of the then-outstanding Registrable Securities (based on the Purchase Price per Common Unit under the Purchase Agreement) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “ Included Registrable Securities ”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) . Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Partnership of such withdrawal at or prior to the time of pricing of

10

Exhibit 10.1

such Underwritten Offering. Any Holder may deliver written notice (an “ Opt-Out Notice ”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Partnership pursuant to this Section 2.02(a) . The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have delivered an Opt-Out Notice as of the date hereof.
(b)     Priority . If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises the Partnership that the total amount of Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Partnership can be sold without having such adverse effect, with such number to be allocated (i) first, to the Partnership and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other holder of securities of the Partnership having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities (the “ Parity Securities ”). The pro rata allocations for each Selling Holder who has requested participation in such Underwritten Offering shall be the product of (A) the aggregate number of Registrable Securities proposed to be sold in such Underwritten Offering multiplied by (B) the fraction derived by dividing (1) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (2) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders who have requested participation in such Underwritten Offering plus the aggregate number of Parity Securities owned on the Closing Date by all holders of Parity Securities that are participating in the Underwritten Offering.
(c)     Termination of Piggyback Registration Rights . Each Holder’s rights under Section 2.02 shall terminate upon such Holder (together with its Affiliates) ceasing to hold at least $25 million of Registrable Securities (based on the Purchase Price per Common Unit under the Purchase Agreement).
Section 2.03     Underwritten Offerings.
(a)     General Procedures . In connection with any Underwritten Offering under this Agreement, the Partnership shall be entitled to select the Managing Underwriter or Underwriters. In connection with an Underwritten Offering contemplated by this Agreement in which a Selling Holder participates, each Selling Holder and the Partnership shall be obligated to enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in underwriting agreements for firm commitment offerings of securities. No Selling Holder may participate in such Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement

11

Exhibit 10.1

and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Selling Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership to and for the benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Selling Holder shall be required to make any representations or warranties to or agreements with the Partnership or the underwriters other than representations, warranties or agreements regarding such Selling Holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by Law. If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to the Partnership and the Managing Underwriter; provided, however , that such withdrawal must be made at a time up to and including the time of pricing of such Underwritten Offering. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses.
(b)     No Demand Rights . Notwithstanding any other provision of this Agreement, no Holder shall be entitled to any “demand” rights or similar rights that would require the Partnership to effect an Underwritten Offering solely on behalf of the Holders.
Section 2.04     Sale Procedures. In connection with its obligations under this Article II, the Partnership will, as expeditiously as possible:
(a)    prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement;
(b)    if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Partnership shall use its commercially reasonable efforts to include such information in such prospectus supplement;
(c)    furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing the Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing the Registration Statement or such other registration statement or

12

Exhibit 10.1

supplement or amendment thereto, and (ii) such number of copies of the Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement;
(d)    if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however , that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;
(e)    promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the filing of the Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any other registration statement contemplated by this Agreement or any post-effective amendment thereto, when the same has become effective; and (ii) any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to the Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement thereto;
(f)    immediately notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in the Registration Statement or any other registration statement contemplated by this Agreement , as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which such statement is made); (ii) the issuance or express threat of issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any other registration statement contemplated by this Agreement , or the initiation of any proceedings for that purpose; or (iii) the receipt by the Partnership of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Partnership agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

13

Exhibit 10.1

(g)    upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;
(h)    in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel for the Partnership, and a letter of like kind dated the date of the closing under the underwriting agreement, and (ii) a “cold comfort” letter, dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the underwriting agreement, in each case, signed by the independent public accountants who have certified the Partnership’s financial statements included or incorporated by reference into the applicable registration statement, and each of the opinion and the “cold comfort” letter shall be in customary form and covering substantially the same matters with respect to such registration statement (and the prospectus and any prospectus supplement included therein) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by the Partnership and such other matters as such underwriters and Selling Holders may reasonably request;
(i)    otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
(j)    make available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and Partnership personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, that the Partnership need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Partnership satisfactory to the Partnership;
(k)    cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Partnership are then listed;
(l)    use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Partnership to enable the Selling Holders to consummate the disposition of such Registrable Securities;
(m)    provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement;
(n)    enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities; and

14

Exhibit 10.1

(o)    if requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment.
The Partnership will not name a Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act in any Registration Statement without such Holder’s consent. If the staff of the Commission requires the Partnership to name any Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act, and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on the Registration Statement and such Holder shall no longer be entitled to receive Liquidated Damages under this Agreement with respect thereto and the Partnership.
Each Selling Holder, upon receipt of notice from the Partnership of the happening of any event of the kind described in Section 2.04(f) , shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.04(f) or until it is advised in writing by the Partnership that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Partnership, such Selling Holder will, or will request the managing underwriter or underwriters, if any, to deliver to the Partnership (at the Partnership’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
Section 2.05     Cooperation by Holders; No Conflict. The Partnership shall have no obligation to include in the Registration Statement, or in an Underwritten Offering, Common Units of a Selling Holder who has failed to timely furnish such information that the Partnership determines, after consultation with counsel, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act. The Partnership hereby represents and warrants to the Holders that the registration rights granted under this Agreement do not conflict with, and are not subordinate in any manner to, registration rights that have been granted by the Partnership to any other Person.
Section 2.06     Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers,

15

Exhibit 10.1

directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.06 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $25 million of the then-outstanding Registrable Securities.
Section 2.07     Expenses.
(a)     Expenses . The Partnership will pay all reasonable Registration Expenses as determined in good faith, including, in the case of an Underwritten Offering, whether or not any sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.08 hereof, the Partnership shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.
(b)     Certain Definitions . “ Registration Expenses ” means all expenses incident to the Partnership’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on the Registration Statement pursuant to Section 2.01 or an Underwritten Offering covered under this Agreement, and the disposition of such securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws (other than fees and expenses of counsel to the Managing Underwriter in connection with an Underwritten Offering), fees of the Financial Industry Regulatory Authority, Inc., fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance. “ Selling Expenses ” means all underwriting fees, discounts and selling commissions or similar fees or arrangements allocable to the sale of the Registrable Securities.
Section 2.08     Indemnification.
(a)     By the Partnership . In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “ Selling Holder Indemnified Persons ”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “ Losses ”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light

16

Exhibit 10.1

of the circumstances in which such statement is made) contained in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however , that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement or such other registration statement contemplated by this Agreement, or any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.
(b)     By Each Selling Holder . Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, the General Partner, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration Statement or any other registration statement contemplated by this Agreement, or any preliminary prospectus, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto; provided, however , that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
(c)     Notice . Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is materially prejudiced by such failure. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of

17

Exhibit 10.1

liaison with counsel so selected; provided , however , that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) 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 additional 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 reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, does not include any admission of culpability or wrongdoing on the part of, and includes a complete and unconditional release from all liability of, the indemnified party.
(d)     Contribution . If the indemnification provided for in this Section 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of or in addition to indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided , however , that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

18

Exhibit 10.1

(e)     Other Indemnification . The provisions of this Section 2.08 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.
Section 2.09     Rule 144 Reporting . With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Partnership agrees to use its commercially reasonable efforts to:
(a)    make and keep public information regarding the Partnership available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof;
(b)    file with the Commission in a timely manner all reports and other documents required of the Partnership under the Securities Act and the Exchange Act at all times from and after the date hereof; and
(c)    so long as a Holder owns any Registrable Securities, furnish, unless otherwise available on EDGAR, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Partnership, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.
Section 2.10     Transfer or Assignment of Registration Rights. The rights to cause the Partnership to register Registrable Securities granted to the Purchasers by the Partnership under this Article II may be transferred or assigned by any Purchaser to one or more transferee(s) or assignee(s) of such Registrable Securities; provided, however , that (a) unless such transferee is an Affiliate of such Purchaser, each such transferee or assignee holds Registrable Securities representing at least $25 million of the Purchased Units, based on the Purchase Price per Common Unit under the Purchase Agreement, (b) the Partnership is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and (c) each such transferee assumes in writing responsibility for its portion of the obligations of such Purchaser under this Agreement.
Section 2.11     Limitation on Subsequent Registration Rights . From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis that is superior in any way to the rights granted to the Purchasers hereunder.

19

Exhibit 10.1

ARTICLE III 
 MISCELLANEOUS
Section 3.01     Communications . All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal delivery:
(a)    if to Purchaser, to the address set forth in Schedule 8.07 to the Purchase Agreement;
(b)    if to a transferee of Purchaser, to such Holder at the address provided pursuant to Section 2.09 above; and
(c)    if to the Partnership, to:
1400 16th St., Suite 310
Denver CO 80202
Attention: General Counsel
Facsimile: 720.457.6040

With a copy to (which shall not constitute notice):
Holland & Hart LLP
555 17th Street, Suite 3200
Denver, CO 80202
Attention: Lucy Schlauch Stark
Facsimile: 303.291.9145
Email: mlstark@hollandhart.com

All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by courier service or any other means.
Section 3.02     Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.
Section 3.03     Assignment of Rights. All or any portion of the rights and obligations of any Purchaser under this Agreement may be transferred or assigned by such Purchaser in accordance with Section 2.10 hereof.
Section 3.04     Recapitalization, Exchanges, Etc. Affecting the Common Units . The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in

20

Exhibit 10.1

substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of this Agreement.
Section 3.05     Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.
Section 3.06     Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, including facsimile or .pdf 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 3.07     Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Section 3.08     Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD APPLY THE LAWS OF ANY OTHER STATE.
Section 3.09     Severability of Provisions . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.
Section 3.10     Entire Agreement. This Agreement is 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. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Partnership set forth herein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter.
Section 3.11     Amendment. This Agreement may be amended only by means of a written amendment signed by the Partnership and the Holders of a majority of the then outstanding Registrable Securities; provided, however , that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.

21

Exhibit 10.1

Section 3.12     No Presumption. If any claim is made by a party relating to any conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.
Section 3.13     Aggregation of Purchased Units. All Purchased Units held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.
Section 3.14     Obligations Limited to Parties to Agreement. Each of the Parties hereto covenants, agrees and acknowledges that no Person other than the Purchasers shall have any obligation hereunder and that, notwithstanding that one or more of the Purchasers may be a corporation, partnership or limited liability company, no recourse under this Agreement or the Purchase Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers under this Agreement or the Purchase Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of a Purchaser hereunder.
Section 3.15     Interpretation. Article and Section references 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 determination, consent or approval is to be made or given by a Purchaser under this Agreement, such action shall be in such Purchaser’s sole discretion unless otherwise specified.

Section 3.16     Independent Nature of Purchaser’s Obligations. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be

22

Exhibit 10.1

entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.
[Signature pages to follow]

23

Exhibit 10.1

IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
AMERICAN MIDSTREAM PARTNERS, LP

By:     
American Midstream GP, LLC,
its General Partner

By:        
Name: Daniel C. Campbell
Title: Senior Vice President and
Chief Financial Officer

Exhibit 10.1

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

By:_________________________________
Name:
Title:

Exhibit 10.1

Exhibit B

Form of Holland & Hart Legal Opinion

Holland & Hart LLP, counsel for the Partnership, shall have furnished to the Purchasers its opinion, subject to customary qualifications, exceptions, assumptions, and limitations, dated the Closing Date and addressed to the Purchasers, to the effect that:

i.    The Partnership is validly existing in good standing as a limited partnership under the Delaware LP Act, is duly registered or qualified to do business and is in good standing as a foreign limited partnership under the laws of the jurisdictions set forth opposite its name on Schedule I to the Opinion, and has all requisite limited partnership power necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged, in each case as described in the SEC Documents.

ii.    Each of the General Partner and the Operating Company is validly existing in good standing as a limited liability company under the Delaware LLC Act, is duly registered or qualified to do business and is in good standing as a foreign limited liability company under the laws of the jurisdictions set forth opposite its name on Schedule I to the Opinion, and has all requisite limited liability company power necessary to own or hold its properties and assets and to conduct the businesses in which it is engaged, in each case as described in the SEC Documents.

iii.    The General Partner owns [●] Common Units (the “ GP Common Units ”), [●] Series B Units, and 100% of the Incentive Distribution Rights; all of such GP Common Units, Series B Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and they are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) .

iv.    The General Partner is the sole general partner of the Partnership and is the record holder of a [ ● ] % general partner interest in the Partnership represented by [●] general partner units in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement.

v.    The Purchased Units and the limited partner interests represented thereby have been duly authorized for issuance and sale to the Purchasers in accordance with the Partnership Agreement and, when issued and delivered on behalf of the Partnership to the Purchasers against payment therefor in accordance with the terms of the Purchase Agreement, will be validly issued in accordance with the Partnership Agreement, f ully paid (to the extent required under the

Exhibit 10.1

Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

vi.    None of the offering, issuance and sale by the Partnership of the Purchased Units or the execution and delivery by the Partnership of, and performance by the Partnership of its obligations under, the Basic Documents (A) constitutes or will constitute a violation of the certificate of limited partnership of the Partnership, the Partnership Agreement or any organizational documents of any of the Partnership’s Material Subsidiaries, (B) without duplication of sub-clause (A), constitutes or will constitute a breach or violation of, or a default under (or an event that, with notice or lapse of time or both, would constitute such a default), any agreement filed as an exhibit to the SEC Documents, or (C) violates or will violate the Delaware LP Act, the Delaware LLC Act or any applicable Law of the United States of America, which in the case of either sub-clause (B) or (C) of this paragraph (vi) would reasonably be expected to have a Partnership Material Adverse Effect; provided, however, that no opinion is expressed pursuant to this paragraph with respect to securities Laws or anti-fraud Laws.

vii.    The execution and delivery by the Partnership of, and the performance by the Partnership of its obligations under, each of the Purchase Agreement and the Registration Rights Agreement have been duly authorized by all necessary limited partnership action on the part of the Partnership, and each of the Purchase Agreement and the Registration Rights Agreement has been validly executed and delivered on behalf of the Partnership.

viii.    Except as required by the Commission in connection with the Partnership’s obligations under the Registration Rights Agreement (including the registration statements referenced therein), no authorization, consent, approval, waiver, license, qualification or written exemption from, and no filing, declaration, qualification or registration with, any Governmental Authority is required in connection with the execution or delivery by the Partnership of, or the performance by the Partnership of its obligations under, any of the Basic Documents, except (i) those that have been obtained or may be required under the federal securities Laws or state securities or “Blue Sky” Laws of any jurisdiction, as to which we do not express any opinion, (ii) such consents that are not customarily obtained or made prior to the consummation of transactions such as those contemplated by the Basic Documents, and (iii) such consents and approvals that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect.

ix.     The Partnership is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

x.     Assuming the accuracy of the representations and warranties of the Partnership and each Purchaser contained in the Purchase Agreement, the issuance and sale of the

Exhibit 10.1

Purchased Units pursuant to the Purchase Agreement is exempt from the registration requirements of the Securities Act of 1933, as amended.

Exhibit 99.1

 American Midstream Executes Agreement to 
 Acquire Assets from DCP Midstream for $115 million
    
Management Intends to Recommend Fourth Quarter 2014 Distribution Increase

DENVER, CO – July 14, 2014 – American Midstream Partners, LP (NYSE: AMID) today announced the execution of a Purchase and Sale Agreement with an affiliate of DCP Midstream, LLC (“DCP”) to acquire entities holding onshore natural gas processing and offshore natural gas gathering and transportation and oil gathering assets for consideration of approximately $115 million. The acquisition complements American Midstream’s High Point system located in Southeast Louisiana, and improves AMID’s ability to compete for increased shallow-water and deep-water production from new drilling in the prolific oil and gas eastern region of the Gulf of Mexico. The acquisition is expected to be funded through the private placement of American Midstream common units. The acquisition is expected to close in August 2014, subject to approval under Hart-Scott-Rodino and other customary closing conditions.
 
The assets to be acquired include the Mobile Bay gas processing plant (“Mobile Bay”), Dauphin Island gathering and transmission system (“DIGP”), and DCP’s interest in the Main Pass Oil Gathering System (“MPOG”), which collectively provide strong cash flow visibility with the majority of volumes generated by life-of-lease contracts from a growing, high-quality customer base, including several super major producer customers. Asset details include:

•	Mobile Bay is a 300 million cubic feet per day (MMcf/d) cryogenic gas processing plant located in Mobile County, Alabama, and is currently operating at nearly 70 percent of available capacity.	

•	DIGP is a 270-mile FERC and non-FERC regulated gas gathering and transmission system that delivers gas to the Mobile Bay plant, and has a design capacity of approximately 1 billion cubic feet per day. Additional production from new and existing customers on DIGP is expected to add approximately 70 MMcf/d in processed volumes at Mobile Bay by the end of 2015 on an exit-rate basis.	

•	MPOG is an oil gathering system with a design capacity of 160 thousand barrels per day. American Midstream will acquire DCP’s 67 percent interest in MPOG. MPOG is operated by Panther Midstream, the minority interest owner.	

Total consideration for the assets equates to an Adjusted EBITDA multiple of approximately 8.5x for the next twelve months, which is expected to improve to an Adjusted EBITDA multiple of approximately 6.5x for full-year 2015 as a result of identified increases in throughput volume and cost savings.
 
“We are excited to acquire assets that complement and enhance our current offshore gas gathering and transmission business in the eastern Gulf of Mexico,” said Steve Bergstrom, Executive Chairman,

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Exhibit 99.1

President and Chief Executive Officer. “The acquisition is consistent with our growth strategy to pursue third-party and bolt-on opportunities, and upon closing the acquisition we will have the ability to offer oil gathering and natural gas processing services to offshore producers, which will allow us to more effectively compete for deep-water Gulf of Mexico production. Drilling and permitting activity in this region of the Gulf continues to increase after the end of the drilling moratorium, and we are well positioned to capture incremental volume. As a result of this accretive acquisition, management intends to recommend to the board of directors an increase to the quarterly distribution of three to five percent for the fourth quarter 2014 distribution .”
2014 Forecast Update
American Midstream updated its forecast for 2014 Adjusted EBITDA to a range of $44 million to $47 million and Distributable Cash Flow to a range of $24 million to $27 million. The updated 2014 forecast includes the assets to be acquired from DCP, including assumptions for costs associated with acquisition integration and company growth, and does not include other acquisitions, drop downs, or asset development projects the Partnership is pursuing. Forecasted growth capital expenditures in 2014, which exclude capital for maintenance, were updated to a range of $65 million to $70 million to account for accelerated capital costs to accommodate faster drilling and higher throughput for the producer customer on the Lavaca natural gas gathering system that is under construction. 
About American Midstream Partners, LP
Denver-based American Midstream Partners is a growth-oriented limited partnership formed to own, operate, develop and acquire a diversified portfolio of midstream energy assets. The Partnership provides midstream services in the Texas, Gulf Coast and Southeast regions of the United States. For more information about American Midstream Partners, visit http://www.AmericanMidstream.com .

Investor Contact
Allysa Howell, 303-942-2359
AHowell@Americanmidstream.com
Investor Relations Manager

Forward Looking Statements
This press release includes forward-looking statements. These statements relate to, among other things, projections of a potential acquisition, operational volumetrics and improvements, growth projects, cash flows and capital expenditures. We have used the words "anticipate,” "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "potential," and similar terms and phrases to identify forward-looking statements in this press release. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors, which are described in greater detail in our filings with the SEC. The closing of the acquisition is subject to conditions beyond our control. In addition, if we consummate the acquisition, we face risks associated with the integration of the business, decreased liquidity, increased interest expense, assumption of potential liabilities, diversion of management’s attention, and other risks associated with acquisitions and growth. Please see our Risk Factor

Exhibit 99.1

disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 11, 2014, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed on May 12, 2014. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this press release.
Non-GAAP Financial Measures
This press release includes forecasted non-GAAP financial measures for American Midstream, including “Adjusted EBITDA” and “Distributable Cash Flow.” The GAAP measure most directly comparable to Adjusted EBITDA and Distributable Cash Flow is net income (loss). Net income attributable to the Partnership is forecasted to be approximately $10.5 million in 2014.
This press release also includes forecasted non-GAAP financial measures for the acquired assets, including “Adjusted EBITDA.” The GAAP measure most directly comparable to Adjusted EBITDA is net income (loss). Net income attributable to the acquired assets is forecasted to be approximately $9.5 million for the next 12 months and approximately $14.1 million for 2015.
Adjusted EBITDA is calculated as net income, plus interest expense, income tax expense, depreciation expense, certain non-cash charges such as non-cash equity compensation, unrealized losses on commodity derivative contracts and selected charges that are unusual or nonrecurring, less interest income, income tax benefit, unrealized gains on commodity derivative contracts, amortization of commodity put purchase costs, and selected gains that are unusual or nonrecurring.
Distributable cash flow is calculated as Adjusted EBITDA plus interest income, less cash paid for interest expense, normalized maintenance capital expenditures, and dividends related to the Series A convertible preferred units.

Exhibit 99.2

 American Midstream Agrees to Sell $200 Million of Common Units

DENVER, CO – July 14, 2014 – American Midstream Partners, LP (NYSE: AMID), or the “Partnership,” today announced the execution of an agreement with a group of institutional investors to sell $200.0 million of its common units in a private placement. The Partnership expects to use the net proceeds from the offering to fund the recently announced acquisition of assets from an affiliate of DCP Midstream, LLC (the “Acquisition”) and for general partnership purposes. The private placement is expected to close in August 2014, contemporaneously with the closing of the Acquisition. Advisory Research, Inc. and Salient Capital Partners acted as co-lead investors, and Wells Fargo Securities acted as Sole Placement Agent on the offering.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein.

About American Midstream Partners, LP
Denver-based American Midstream Partners is a growth-oriented limited partnership formed to own, operate, develop and acquire a diversified portfolio of midstream energy assets. The Partnership provides midstream services in the Texas, Gulf Coast and Southeast regions of the United States. For more information about American Midstream Partners, visit http://www.AmericanMidstream.com .

Investor Contact
Allysa Howell, 303-942-2359
AHowell@Americanmidstream.com
Investor Relations Manager

Forward Looking Statements
This press release includes forward-looking statements. These statements relate to, among other things, projections of a potential acquisition, growth projects, and capital expenditures. We have used the words "anticipate,” "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "potential," and similar terms and phrases to identify forward-looking statements in this press release. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or

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implied by the forward-looking statements depending on a variety of factors, which are described in greater detail in our filings with the SEC. The closing of the Acquisition, and the closing of the private placement described herein, are subject to conditions beyond our control. In addition, if we consummate the Acquisition, we face risks associated with the integration of the business, decreased liquidity, increased interest expense, assumption of potential liabilities, diversion of management’s attention, and other risks associated with acquisitions and growth. Please see our Risk Factor disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 11, 2014, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed on May 12, 2014. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this press release.