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): May 2, 2016

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 No.)	 	(IRS Employer
Identification No.)	
 	 	
1400 16th Street, Suite 310
Denver, Colorado	 	80202	
(Address of principal executive offices)	 	(Zip Code)	
(720) 457-6060
(Registrant’s telephone number, including area code)
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:

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2016, American Midstream GP, LLC (the “General Partner”) entered into a Third Amended and Restated Limited Liability Company Agreement (the “Amended GP Agreement”). The Amended GP Agreement amended and restated the Second Amended and Restated Limited Liability Company Agreement of the General Partner in order to (i) create and issue a new class of membership interest in the General Partner, the Class C membership interest (the “Class C Membership Interest”), and (ii) admit LB3 Services, a Texas general partnership (“LB3 Services”), as a member of the General Partner and the holder of the Class C Membership Interest, which consists of 100 Class C units of the General Partner. Lynn L. Bourdon III, the Chairman of the Board of Directors, President and Chief Executive Officer of the General Partner, is a partner in LB3 Services.
The Class C Membership Interest owned by LB3 Services has no voting rights other than those voting rights required by applicable law and is subject to certain restrictions on transfers of membership interests in the General Partner. Once the General Partner makes aggregate distributions and payments to the members (other than to the holder of the Class C Membership Interest) in excess of the Class C Payout Threshold (as defined in the Amended GP Agreement), the holder of the Class C Membership Interest will be entitled to a Sharing Percentage (as defined in the Amended GP Agreement) of 8.5% and the Sharing Percentages of the Class A Members and Class B Members (each as defined in the Amended GP Agreement) will be reduced pro rata to 86.925% and 4.575%, respectively.
The Class C Membership Interest vests over a four-year period commencing on the first anniversary of the date of issuance, subject to acceleration in certain circumstances. LB3 Services and the General Partner each have the right to sell or purchase the vested portion of the Class C Membership Interest for a period of six months following the occurrence of certain events.
The description of the Amended GP Agreement and the Class C Membership Interest contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by reference to the full text of the Amended GP Agreement and the Class C Membership Interest Award Agreement, which are filed as Exhibits 3.1 and 10.1 hereto, respectively, and are incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The description of the Amended GP Agreement and the Class C Membership Interest set forth in Item 5.02 is incorporated by reference herein.
Item 8.01 Other Information.
On April 25, 2016, American Midstream Partners, LP (the “Partnership”) entered into the Fifth Amended and Restated Agreement of Limited Partnership to provide for the creation and issuance of the Series C Convertible Preferred Units. As a result, the Partnership is filing Exhibit 99.1 hereto in order to replace in its entirety the sections entitled “Our Cash Distribution Policy” and “The Partnership Agreement” that appear in the Partnership’s Registration Statements on Form S-3 (i) No. 333-201436 as filed with the Securities and Exchange Commission on January 9, 2015, (ii) No. 333-201434 as filed with the Securities and Exchange Commission on January 9, 2015, and (iii) No. 333-198888 as filed with the Securities and Exchange Commission on September 23, 2014.

Item 9.01 Financial Statements and Exhibits.

		
(d) Exhibits.

Exhibit Number	

Description	
 	 	
3.1	Third Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated May 2, 2016	
10.1	Class C Membership Interest Award Agreement, dated May 2, 2016	
99.1	Cash Distribution Policy and The Partnership Agreement	

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	
Date:	May 6, 2016	 	 	
 	 	 	By:	 	/s/ Daniel C. Campbell	
 	 	 	Name:	 	Daniel C. Campbell	
 	 	 	Title:	 	Senior Vice President and Chief Financial Officer	

EXHIBITS INDEX

		
Exhibit Number	Description	
3.1	Third Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated May 2, 2016	
10.1	Class C Membership Interest Award Agreement, dated May 2, 2016	
99.1	Cash Distribution Policy and The Partnership Agreement	

Exhibit 3.1

THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMERICAN MIDSTREAM GP, LLC
A DELAWARE LIMITED LIABILITY COMPANY
DATED AS OF
May 2, 2016

Exhibit 3.1

Contents

					
 	 	 	Page		
Article I DEFINITIONS	 	 	2		
Section 1.1	Definitions	 	2		
Section 1.2	Construction	 	11		
Article II ORGANIZATION	 	 	11		
Section 2.1	Formation	 	11		
Section 2.2	Name	 	11		
Section 2.3	Registered Office; Registered Agent; Principal Office	 	12		
Section 2.4	Purposes	 	12		
Section 2.5	Term	 	12		
Section 2.6	No State Law Partnership	 	12		
Section 2.7	Title to Company Assets	 	12		
Section 2.8	Liability of Members, Assignees, Directors and Officers	 	12		
Section 2.9	Limited Liability Company Agreement; Effect of Inconsistencies with the Act	 	13		
Article III MEMBERSHIP	 	 	13		
Section 3.1	Membership Interests; Additional Members	 	13		
Section 3.2	Liability of Members and Assignees	 	16		
Section 3.3	Resignation	 	16		
Article IV CAPITAL CONTRIBUTIONS	 	 	16		
Section 4.1	Capital Contributions	 	16		
Section 4.2	Loans	 	17		
Section 4.3	Return of Contributions	 	17		
Section 4.4	Capital Accounts	 	17		
Article V DISTRIBUTIONS AND ALLOCATIONS	 	 	18		
Section 5.1	Allocations for Capital Account Purposes	 	18		
Section 5.2	Tax Allocations	 	20		
Section 5.3	Varying Interests	 	20		
Section 5.4	Distributions	 	20		
Section 5.5	Tax Distributions	 	21		
Section 5.6	Limitations on Distributions	 	22		
Article VI MANAGEMENT	 	 	22		
Section 6.1	Management by Board of Directors	 	22		
Section 6.2	Number; Qualification; Tenure	 	22		
Section 6.3	Regular Meetings	 	23		
Section 6.4	Special Meetings	 	23		
Section 6.5	Notice	 	23		
Section 6.6	Action By Consent of Board or Committee of Board	 	23		
Section 6.7	Conference Telephone Meetings	 	24		
Section 6.8	Quorum	 	24		
Section 6.9	Vacancies; Increases in the Number of Directors	 	24		

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Exhibit 3.1

	
					
Section 6.10	Committees	 	24		
Section 6.11	Removal	 	25		
Section 6.12	Compensation of Directors	 	25		
Article VII OFFICERS	 	 	25		
Section 7.1	Appointed Officers	 	25		
Section 7.2	Election and Term of Office	 	26		
Section 7.3	Chairman of the Board	 	26		
Section 7.4	Chief Executive Officer	 	26		
Section 7.5	President	 	27		
Section 7.6	Chief Financial Officer	 	27		
Section 7.7	Chief Operating Officer	 	27		
Section 7.8	Vice Presidents	 	27		
Section 7.9	Treasurer	 	27		
Section 7.10	Secretary.	 	28		
Section 7.11	Powers of Attorney	 	28		
Section 7.12	Delegation of Authority	 	28		
Section 7.13	Expenses	 	28		
Section 7.14	Removal	 	28		
Section 7.15	Vacancies	 	29		
Article VIII MEMBER MEETINGS	 	 	29		
Section 8.1	Meetings	 	29		
Section 8.2	Notice of a Meeting	 	29		
Section 8.3	Action by Consent of Members	 	29		
Section 8.4	Member Vote.	 	29		
Section 8.5	In the Event of a Sole Member.	 	30		
Article IX OUTSIDE ACTIVITIES AND INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS	 	 	30		
Section 9.1	Outside Activities	 	30		
Section 9.2	Indemnification	 	31		
Section 9.3	Exculpation of Liability of Indemnitees	 	33		
Section 9.4	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	 	33		
Article X TAXES	 	 	34		
Section 10.1	Tax Returns	 	34		
Section 10.2	Tax Elections	 	35		
Section 10.3	Tax Matters Member	 	35		
Article XI BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS	 	 	35		
Section 11.1	Maintenance of Books	 	35		
Section 11.2	Reports	 	36		
Section 11.3	Bank Accounts	 	36		
Article XII DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION	 	 	36		
Section 12.1	Dissolution	 	36		

ii

Exhibit 3.1

	
					
Section 12.2	Winding-Up and Termination	 	36		
Section 12.3	Deficit Capital Accounts	 	37		
Section 12.4	Certificate of Cancellation	 	37		
Article XIII Transfers	 	 	38		
Section 13.1	General.	 	38		
Section 13.2	Requirements Applicable to All Transfers and Admissions.	 	38		
Section 13.3	Assignees.	 	39		
Section 13.4	Restrictions on Hypothecation.	 	39		
Section 13.5	General Provisions Relating to Transfer of Units.	 	39		
Section 13.6	Restrictions on Transfers of Class B Membership Interest and Class C Membership Interests.	 	40		
Section 13.7	Repurchase by the Company.	 	40		
Section 13.8	Tag Along.	 	41		
Section 13.9	Drag Along.	 	43		
Section 13.10	Transfer of Incentive Distribution Rights.	 	44		
Article XIV GENERAL PROVISIONS	 	 	44		
Section 14.1	Offset	 	44		
Section 14.2	Notices	 	44		
Section 14.3	Entire Agreement; Superseding Effect	 	46		
Section 14.4	Effect of Waiver or Consent	 	46		
Section 14.5	Amendment or Restatement	 	46		
Section 14.6	Binding Effect	 	46		
Section 14.7	Governing Law; Severability	 	47		
Section 14.8	Further Assurances	 	47		
Section 14.9	Waiver of Certain Rights	 	47		
Section 14.10	Counterparts	 	47		
Section 14.11	Jurisdiction	 	47		
Section 14.12	Confidentiality.	 	48		
 	 	 	 	
EXHIBIT A Membership Interests	 	 	 	
EXHIBIT B Directors	 	 	 	

iii

Exhibit 3.1

THIRD AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT OF AMERICAN MIDSTREAM GP, LLC
A Delaware Limited Liability Company
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement ”) of AMERICAN MIDSTREAM GP, LLC (the “ Company ”), dated as of May 2, 2016, is adopted, executed and agreed to, for good and valuable consideration, by and between AIM Midstream Holdings, LLC, a Delaware limited liability company (“ AIM Midstream Holdings ”), High Point Infrastructure Partners, LLC (“ HPIP ”) and LB3 Services, a Texas general partnership (“ Executive Family Vehicle ”).
RECITALS
1.    The name of the Company is “American Midstream GP, LLC”.
2.    The Company was originally formed as a Delaware limited liability company by the filing of a Certificate of Formation (the “ Delaware Certificate ”), dated as of August 20, 2009 (the “ Original Filing Date ”) with the Secretary of State of the State of Delaware, pursuant to the Delaware Limited Liability Company Act, 6 Del.C . § 18-101, et seq . (the “ Act ”) with AIM Midstream Holdings as the sole member.
3.    Effective as of November 4, 2009, AIM Midstream Holdings adopted the Amended and Restated Limited Liability Company Agreement of the Company (the “ First Amended and Restated Agreement ”) to set forth the rights, duties and obligations of AIM Midstream Holdings as sole member of the Company.
4.    AIM Midstream Holdings and HPIP entered into that certain Purchase Agreement, dated as of April 15, 2013 (the “ Purchase Agreement ”), pursuant to which HPIP purchased from AIM Midstream Holdings (i) 100% of the outstanding subordinated units representing limited partner interests of American Midstream Partners, LP, a Delaware limited partnership, and (ii) 90% of the Membership Interests of the Company (the “ Transferred Interests ”), on the terms and subject to the conditions set forth therein.
5.    Effective as of April 15, 2013, AIM Midstream Holdings and HPIP adopted the Second Amended and Restated Limited Liability Company Agreement of the Company (the “ Second Amended and Restated Agreement ”) to amend and restate the First Amended and Restated Agreement as of such date, to (i) admit HPIP as a Member of the Company, reflect the transfer of the Transferred Interests from AIM Midstream Holdings to HPIP and reflect the conversion of the Transferred Interests into the Class A Membership Interest and (ii) reflect the conversion of the remaining 10% Membership Interests owned by AIM Midstream Holdings (the “ Remaining Interests ”) into the Class B Membership Interest.
6.    AIM Midstream Holdings and HPIP desire to amend and restate the Second Amended and Restated Agreement as of the date hereof, to (i) create a new class of Membership Interest in the Company, the Class C Membership Interest and (ii) admit the Executive Family Vehicle as a Member of the Company and the holder of the Class C Membership Interest.
Article I 

 DEFINITIONS
SECTION 1.1     Definitions . %3. As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Sections referred to below:
“ Act ” has the meaning given such term in the Recitals.

Exhibit 3.1

2    “ Adjusted Capital Account ” means, with respect to any Member, the balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:
(i)    credit to such Capital Account any amounts that such Member is obligated to restore pursuant to any provision of this Agreement or pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5);
(ii)    debit to such Capital Account the items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1 (b)(2)(ii)(d)(6).
The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Allocation Regulations and shall be interpreted consistently therewith.
3    “ Adjustment Event ” means any of the following events:
(i)    the acquisition of a Membership Interest by a new or existing Member in exchange for more than a de minimis Capital Contribution, if the Board reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members;
(ii)    the liquidation of the Company within the meaning of Treasury Regulation Section 1.704 1(b)(2)(ii)(g);
(iii)    the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for a Membership Interest, if the Board reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members;
(iv)    the grant of a Membership Interest (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a partner capacity, or by a new Member acting in a partner capacity or in anticipation of becoming a Member of the Company, if the Board reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members;
(v)    the issuance by the Company of a “noncompensatory option” within the meaning of Treasury Regulation Sections 1.721-2(f) and 1.7261-3(b)(2) of the which is not treated as a partnership interest pursuant to Treasury Regulation Section 1.761-3(a); and
(vi)    at such other times as the Board shall reasonably determine necessary or advisable in order to comply with the Allocation Regulations.
4    “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For the purposes of this definition, “ control ” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.
5    “ Agreement ” means this Third Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC, as amended from time to time.

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Exhibit 3.1

6    “ AIM Midstream Holdings ” has the meaning given such term in the Preamble.
7    “ Allocation Regulations ” means Treasury Regulation Sections 1.704-1(b), 1.704-2 and 1.704‑3 (including temporary regulations), as such regulations may be amended and in effect from time to time and any corresponding provisions of succeeding regulations.
8    “ Applicable Law ” means (a) any United States federal, state, local or foreign law, statute, rule, regulation, order, writ, injunction, judgment, decree or permit of any Governmental Authority and (b) any rule or listing requirement of any applicable National Securities Exchange or listing requirement of any National Securities Exchange or Securities and Exchange Commission recognized trading market on which securities issued by the Partnership are listed or quoted.
9    “ Assignee ” means any Person that acquires a Membership Interest or any portion thereof through a Transfer; provided , however , that an Assignee shall have no right to be admitted to the Company as a Member except in accordance with this Agreement. The Assignee of a dissolved Member is the shareholder, partner, member or other equity owner or owners of the dissolved Member to whom such Member’s Membership Interest is assigned by the Person conducting the liquidation or winding up of such Member. The Assignee of a Bankrupt Member is (a) the Person or Persons (if any) to whom such Bankrupt Member’s Membership Interest is assigned by order of the bankruptcy court or other Governmental Authority having jurisdiction over such Bankruptcy, or (b) in the event of a general assignment for the benefit of creditors, the creditor to which such Membership Interest is assigned.
10    “ Audit Committee ” has the meaning given such term in Section 6.10(b)
11    “ Available Cash ” means, with respect to any Quarter ending prior to a Dissolution Event,
(i)    the sum of all cash and cash equivalents of the Company on hand at the end of such Quarter, less
(ii)    the amount of any cash reserves that are established by the Board to (A) satisfy general, administrative and other expenses and debt service requirements, (B) permit the Company to make capital contributions to the Partnership to maintain its general partner interest in the Partnership upon the issuance of partnership securities by the Partnership, (C) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Company is a party or by which it is bound or its assets are subject, (D) provide funds for distributions under Section 5.4 or Section 5.5 in respect of any one or more of the next four Quarters ( provided , however , that disbursements made by the Company or cash reserves established, increased or reduced after the end of such Quarter, but on or before the date of determination of Available Cash with respect to such Quarter, shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the Board so determines) or (E) otherwise provide for the proper conduct of the business of the Company subsequent to such Quarter.
Notwithstanding the foregoing, “ Available Cash ” with respect to the Quarter in which a Dissolution Event occurs and any subsequent Quarter shall equal zero.
12    “ Bankruptcy ” or “ Bankrupt ” means, with respect to any Person, that (a) such Person (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Applicable Law; (v) files an

3

Exhibit 3.1

answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of such Person or of all or any substantial part of such Person’s properties; or (b) a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Applicable Law has been commenced against such Person and 120 Days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver or liquidator of such Person or of all or any substantial part of such Person’s properties has been appointed and 90 Days have expired without the appointment’s having been vacated or stayed, or 90 Days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.
13    “ Board ” has the meaning given such term in Section 5.4 .
14    “ Business Day ” means any day other than a Saturday, a Sunday or a day when banks in New York, New York or Houston, Texas are authorized or required by Applicable Law to be closed.
15    “ Call Group ” has the meaning given such term in Section 13.7 .
16    “ Call Notice ” has the meaning given such term in Section 13.7 .
17    “ Call Securities ” has the meaning given such term in Section 13.7 .
18    “ Capital Account ” means, with respect to any Member, the account to be maintained by the Company for each Member in accordance with Section 4.4 .
19    “ Capital Contribution ” means, with respect to any Member, the amount of money and the net agreed value of any property (other than money) contributed (or deemed contributed pursuant to Section 5.7 of the Purchase Agreement) to the Company by such Member. Any reference in this Agreement to the Capital Contribution of a Member shall include a Capital Contribution of its predecessors in interest.
20    “ Carrying Value ” means, (a) with respect to property contributed to the Company, the fair market value of such property at the time of contribution reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Members’ Capital Accounts, (b) with respect to any property whose value is adjusted in connection with an Adjustment Event, the adjusted value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Members’ Capital Accounts and (c) with respect to any other Company Property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination.
21    “ Change of Control ” means, with respect to any Person, (i) the consolidation or merger of such Person with or into another Person pursuant to a transaction in which the outstanding equity interests of such Person are changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding equity interests of such Person are changed into or exchanged for Voting Securities of the surviving entity or its parent and (b) the holders of equity interests of such Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving entity or its parent immediately after such transaction or (ii) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of such person, except in a merger or consolidation which would not constitute a Change of Control under clause (i) above.

4

Exhibit 3.1

22    “ Claim ” means any and all judgments, claims, causes of action, demands, lawsuits, suits, proceedings, Governmental investigations or audits, losses, assessments, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages (whether actual, consequential or punitive), including interest, penalties, reasonable attorneys’ fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts.
23    “ Class A Member(s) ” means the Members that hold a Class A Membership Interest.
24    “ Class A Membership Interest ” means a Membership Interest issued to a Class A Member and having the rights and obligations specified with respect to a Class A Membership Interest in this Agreement.
25    “ Class B Member(s) ” means the Members that hold a Class B Membership Interest.
26    “ Class B Membership Interest ” means a Membership Interest issued to a Class B Member and having the rights and obligations specified with respect to a Class B Membership Interest in this Agreement.
27    “ Class C Award Agreement ” means an award agreement entered into between a Class C Member and the Company, setting forth certain vesting, repurchase and other terms and conditions governing the issuance of the Class C Membership Interest.
28    “ Class C Member(s) ” means the Members that hold a Class C Membership Interest.
29    “ Class C Membership Interest ” means a Membership Interest issued to a Class C Member and having the rights and obligations specified with respect to a Class C Membership Interest in this Agreement.
30    “ Class C Payout ” means that point in time and dollars when (a) the sum of (i) the aggregate cash distributions to the Members (for the avoidance of doubt other than the Class C Members) after December 10, 2015, other than distributions described in the last sentence of Section 5.4 (ii) the Net Fair Market Value (at the time of distribution) of any property distributions to the Members (for the avoidance of doubt other than the Class C Members, and including any Incentive Distribution Rights distributed, paid or otherwise transferred to any Member other than the Class C Members, net of any payment therefor, if applicable) after December 10, 2015, other than distributions described in the last sentence of Section 5.4, and (iii) any other payments that the Members have received from the Company (for the avoidance of doubt other than the Class C Members, and including amounts paid to redeem or repurchase any Membership Interests other than Class C Membership Interests) after December 10, 2015, equals (b) the Class C Payout Threshold.
31    “ Class C Payout Threshold ” means the sum of (i) $225 million, plus (ii) the aggregate amount of all New Capital Contributions made by any Members, plus (iii) a compound annual return of 10% on such New Capital Contributions (since the date of receipt by the Company of such New Capital Contributions and to the extent an amount equal to such New Capital Contributions have not been returned through distributions, repurchases or redemptions). For the sake of clarity, the compound annual return of 10% shall be calculated with respect to a given New Capital Contribution starting on the date of contribution, and shall be applied (and compounded) to the unreturned portion of such New Capital Contribution until the amount of such New Capital Contribution has been returned to the applicable Member in its entirety. For purposes of the foregoing amounts distributed to any Member shall be treated first as a return of New Capital Contributions made by such Member and the 10% compound annual return thereon. Notwithstanding anything in this Agreement to the contrary, for purposes of determining the Class C Payout Threshold, the amount of all New Capital Contributions that are made in the form of property other than cash (including,

5

Exhibit 3.1

without limitation, any assets that are treated as New Capital Contributions being made pursuant to the second sentence of the definition thereof) shall be determined based on the Net Fair Market Value (at the time the New Capital Contribution is made) of such property.
32    “ Class C Units ” has the meaning set forth in Section 3.1(g) .
33    “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.
34    “ Commission ” means the United States Securities and Exchange Commission.
35    “ Common Units ” means the common units representing limited partner interests in the Partnership.
36    “ Company ” has the meaning given such term in the introductory paragraph of this Agreement.
37    “ Company Property ” means any and all property, both real and personal, tangible and intangible, whether contributed or otherwise acquired, owned by the Company.
38    “ Conflicts Committee ” has the meaning given such term in Section 6.10(c) .
39    “ Contribution Agreement ” means the Contribution Agreement, dated as of April 15, 2013, between HPIP and the Partnership.
40    “ Day ” means a calendar day; provided, however, that, if any period of Days referred to in this Agreement shall end on a Day that is not a Business Day, then the expiration of such period shall be automatically extended until the end of the next succeeding Business Day.
41    “ Delaware Certificate ” has the meaning given such term in the Recitals.
42    “ Director ” or “ Directors ” has the meaning given such term in Section 6.2 .
43    “ Dissolution Event ” has the meaning given such term in Section 12.1(a) .
44    “ Encumber ,” “ Encumbering ” or “ Encumbrance ” means the creation of a security interest, lien, pledge, mortgage or other encumbrance, whether such encumbrance be voluntary, involuntary or by operation of Applicable Law.
45    “ First Amended and Restated Agreement ” has the meaning has the meaning given such term in the Recitals.
46    “ GAAP ” means U.S. generally accepted accounting principles as in effect from time to time during the term of this Agreement.
47    “ Governmental Authority ” or “ Governmental ” means any federal, state, local or foreign court or governmental or regulatory agency or authority or any arbitration board, tribunal or mediator having jurisdiction over the Company or its assets or Members.
48    “ Group Member ” means a member of the Partnership Group.
49    “ Group Member Agreement ” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any

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Exhibit 3.1

Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.
50    “ HPIP ” has the meaning given such term in the Preamble.
51    “ Hypothetical Tax Amount ” means, with respect to each Member and each Quarter, an amount equal to the product of (i) the maximum prevailing federal and highest state and local income tax rates applicable to the Initial Class C Member (including the effect of the tax on Net Investment Income as defined in Section 1411 of the Code, and taking into account the deductibility of state and local taxes for federal income tax purposes and the character of income and loss allocated as it affects the applicable tax rate), and (ii) the net amount of cumulative income and gain, less losses, deductions and credits, allocated or estimated by the Company to be allocable to such Member (or the Member’s predecessor in interest) for federal income tax purposes in the applicable Allocation Year, but specifically excluding allocations under Section 704(c) of the Code or the Treasury regulations thereunder in respect of any Adjustment Event occurring prior to the date of this Agreement or in connection with the admission of the Class C Member pursuant to this Agreement.
52    “ Indemnitee ” means (a) any Person who is or was an Affiliate of the Company (other than the Partnership and its Subsidiaries), (b) any Person who is or was a member, partner, officer, director, employee, agent or trustee of the Company or any Affiliate of the Company, (c) any Person who is or was serving at the request of the Company or any Affiliate of the Company as an officer, director, employee, member, partner, agent, fiduciary or trustee of another Person; provided , that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (d) any Person the Company designates and an “Indemnitee” for the purposes of this Agreement.
53    “ Independent Director ” has the meaning given such term in Section 6.10(b) .
54    “ Initial Class C Member ” means LB3 Services, a Texas general partnership.
55    “ Initiating Member ” has the meaning given such term in Section 13.8.
56    “ LTIP ” means the American Midstream GP, LLC Long-Term Incentive Plan, as may be amended or any equity compensation plan successor thereto or otherwise adopted by the Company or the Partnership.
57    “ Member ” means any Person executing this Agreement as of the date of this Agreement as a member or hereafter admitted to the Company as a member as provided in this Agreement, each in its capacity as a member of the Company, but such term does not include any Person who has ceased to be a member of the Company.
58    “ Membership Interest ” means, with respect to any Member, (a) that Member’s status as a holder of the applicable class of Membership Interests; (b) that Member’s share of the income, gain, loss, deduction and credits of, and the right to receive distributions from, the Company as a holder of the applicable class of Membership Interests; (c) all other rights, benefits and privileges enjoyed by that Member (under the Act, this Agreement or otherwise) in its capacity as a Member holding the applicable class of Membership Interests; and (d) all obligations, duties and liabilities imposed on that Member (under the Act, this Agreement

7

Exhibit 3.1

or otherwise) in its capacity as a Member holding the applicable class of Membership Interests, including any obligations to make Capital Contributions.
59    “ National Securities Exchange ” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time, and any successor thereto.
60    “ Net Fair Market Value ” with respect to any property means the amount a willing buyer would pay to an unrelated willing seller, neither having any obligation to purchase or sell, respectively, on the open market for such property, taking into account any liabilities (whether fixed, contingent or otherwise) to which such property is subject, and ignoring any lack of marketability, lack of control or other discounts, in each case as reasonably and in good faith determined by the Board.
61    “ New Capital Contributions ” means any Capital Contributions made by a Member after December 10, 2015, but excluding any such Capital Contributions made by any Member to the extent they do not exceed the aggregate amount of Ordinary Distributions to such Member after December 10, 2015. For the avoidance of doubt, any assets acquired by the Company after December 10, 2015 by way of a merger, consolidation or similar transaction where the consideration therefor consists of new Membership Interests shall be treated as a New Capital Contribution made hereunder as of the date of such transaction.
62    “ Notices ” has the meaning given such term in Section 14.2 .
63    “ NYSE ” means the New York Stock Exchange, Inc.
64    “ Ordinary Distributions ” means any distributions other than a distribution made under Section 5.5 (including amounts that would have been distributed under Section 5.5 if not for the last sentence of Section 5.5) or an extraordinary distribution arising from a leveraged recapitalization or other non-ordinary course transaction.
65    “ Original Filing Date ” has the meaning given such term in the Recitals.
66    “ Participating Offeree ” has the meaning given such term in Section 13.8.
67    “ Participation Interest ” has the meaning given such term in Section 13.8.
68    “ Participation Notice ” has the meaning given such term in Section 13.8.
69    “ Partnership ” means American Midstream Partners, LP, a Delaware limited partnership, and any successors thereto.
70    “ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated November 4, 2009, as amended from time to time, or any successor agreement.
71    “ Partnership IPO ” means the initial public offering of securities of the Partnership that result in securities of the Partnership being listed for trading on a National Securities Exchange.
72    “ Partnership IPO Closing Date ” means the closing date of the sale of the Common Units in the Partnership IPO.

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Exhibit 3.1

“ Partnership Group ” means the Partnership and its subsidiaries treated as a single consolidated entity.
73    “ Permitted Transfer ” means, with respect to the Class B Membership Interest or a Class C Membership Interest, (i) any Transfer that is approved by the Board, in its sole and absolute discretion, (ii) any Transfer to HPIP or an Affiliate of HPIP pursuant to the terms of the Purchase Agreement, (iii) any Transfer pursuant to Sections 13.7 , 13.8 or 13.9, as applicable , and (iv) with respect to any Class C Membership Interest any Transfer permitted under the terms of the Class C Award Agreement with respect to such Class C Membership Interest.
74    “ Permitted Transferee ” means any person or entity who acquires all or a portion of the Class B Membership Interest pursuant to a Permitted Transfer.
75    “ Person ” means any individual, partnership, corporation, limited liability company, association, joint-stock company, unincorporated organization, joint venture, trust, court, Governmental agency or any political subdivision thereof, or any other entity.
76    “ Purchase Agreement ” has the meaning has the meaning given such term in the Recitals.
77    “ Quarter ” means, unless the context requires otherwise, a fiscal quarter of the Company.
78    “ Registered Public Accountants ” means a firm of independent registered certified public accountant selected from time to time by the Members.
79    “ Regulatory Allocations ” has the meaning given such term in Section 5.1 .
80    “ Remaining Interests ” has the meaning given such term in the Recitals.
81    “ Sale Event ” has the meaning given such term in Section 13.9 .
82    “ Sale Request ” has the meaning given such term in Section 13.9.
83    “ Second Amended and Restated Agreement ” has the meaning given such term in the Recitals.
84    “ Sharing Percentage ” means, with respect to a Class A Member or a Class B Member, the percentage obtained by dividing (i) such Member’s Capital Contributions by (ii) the aggregate Capital Contributions for all Members, provided, however, that after Class C Payout, the Sharing Percentages of the Class A Members and the Class B Members will be proportionately reduced (pro-rata based on their respective Sharing Percentages prior to Class C Payout) to account for the Sharing Percentages of the Class C Members. The Sharing Percentage of each Class A Member and Class B Member as of the date hereof is set forth on Exhibit A . Prior to Class C Payout, the Sharing Percentage of the Class C Members shall be zero. After Class C Payout, the Sharing Percentage of a Class C Member shall equal the product of 0.085% multiplied by the number of Class C Units then held by such Class C Member.
85    “ Special Approval ” means approval by a majority of the members of the Conflicts Committee.
86    “ Subsidiary ” has the meaning given such term in the Partnership Agreement.
87    “ Tax Matters Member ” has the meaning given such term in Section 10.3 .

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Exhibit 3.1

88    “ Term ” has the meaning given such term in Section 2.5 .
89    “ Transfer ” (and related words) means, with respect to any Membership Interests, a sale, assignment, transfer, conveyance, gift, exchange or other transfer thereof, whether such transfer be voluntary, involuntary or by operation of Applicable Law.
90    “ Transferred Interests ” has the meaning has the meaning given such term in the Recitals.
91    “ Transferee ” means a person who has received Membership Interests by means of a Transfer.
92    “ Transferor ” has the meaning given such term in Section 13.2 .
93    “ Treasury Regulations ” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute, temporary or final, Treasury Regulations.
94    “ Voting Securities ” means securities of any class of a Person entitling the holders thereof to vote in the election of, or to appoint, members of the board of directors or other similar governing body of such Person.
(a)    Other terms defined herein have the meanings so given them.
SECTION 1.2     Construction .
Unless the context requires otherwise, (a) the gender of all words used in this Agreement includes the masculine, feminine and neuter, (b) the singular forms of nouns, pronouns and verbs shall include the plural and vice versa, (c) all references to Articles and Sections refer to articles and sections in this Agreement, each of which is made a part for all purposes and (d) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation.
Article II 

 ORGANIZATION
SECTION 2.1     Formation .
The Company was formed as a Delaware limited liability company by the filing of the Delaware Certificate, dated as of the Original Filing Date, with the Secretary of State of the State of Delaware pursuant to the Act.
SECTION 2.2     Name .
The name of the Company is “American Midstream GP, LLC” and all Company business must be conducted in that name or such other names that comply with Applicable Law as the Board may select.
SECTION 2.3     Registered Office; Registered Agent; Principal Office .
The name of the Company’s registered agent for service of process is The Corporation Trust Company, and the address of the Company’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The principal place of business of the Company shall

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Exhibit 3.1

be located at 200 Clarendon Street, 55th Floor, Boston, Massachusetts 02117. The Board may change the Company’s registered agent or the location of the Company’s registered office or principal place of business as the Board may from time to time determine.
SECTION 2.4     Purposes .
(a)    The purposes of the Company are to act as the general partner of the Partnership as described in the Partnership Agreement and to engage in any lawful business or activity ancillary or related thereto. The Company shall possess and may exercise all the powers and privileges granted by the Act, by any other law or by this Agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or appropriate to the conduct, promotion or attainment of the business, purposes or activities of the Company.
(b)    Notwithstanding any other provision of this Agreement, the Company is hereby authorized to execute, deliver and perform, and any Class A Member, Director or officer of the Company on behalf of the Company, is hereby authorized to execute and deliver the Purchase Agreement, the Third Amended and Restated Agreement of Limited Partnership of the Partnership, the Contribution Agreement and any documents contemplated thereby or related thereto and any amendments to any such documents, all without any vote or consent of any member or any other Person.
SECTION 2.5     Term .
The period of existence of the Company (the “ Term ”) commenced on the Original Filing Date and shall end at such time as a certificate of cancellation is filed with the Secretary of State of Delaware in accordance with Section 12.4 .
SECTION 2.6     No State Law Partnership .
The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal, state, local and foreign income tax purposes, and this Agreement may not be construed to suggest otherwise.
SECTION 2.7     Title to Company Assets .
Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member shall have any ownership interest in such Company assets or portion thereof.
SECTION 2.8     Liability of Members, Assignees, Directors and Officers .
To the fullest extent permitted by applicable law, no Member, Assignee, Director or officer, solely by reason of being a Member, Assignee, Director or officer, shall be liable, under a judgment, decree or order of a court, under common law or in any other manner, for a debt, obligation or liability of the Company or the Partnership, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member, Assignee, Director, officer, agent or employee of the Company or its Affiliates. To the fullest extent permitted by law, the failure of the Company (acting in its own capacity or as the general partner of the Partnership) to observe any formalities or requirements relating to the exercise of its powers or management of its (or the Partnership’s) business or affairs shall not be grounds for imposing liability for any such debts, obligations or liabilities of the Company or the Partnership.

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Exhibit 3.1

SECTION 2.9     Limited Liability Company Agreement; Effect of Inconsistencies with the Act .
It is the express intention of the Members that this Agreement shall be the sole governing document for the Company and, except to the extent a provision of this Agreement is expressly prohibited or ineffective under a nonwaivable provision of applicable law, this Agreement shall govern even when inconsistent with, or different than, the provisions of applicable law. To the extent any provision of this Agreement is prohibited or ineffective under a nonwaivable provision of applicable law, this Agreement shall be considered amended to the least degree possible in order to make this Agreement effective under applicable law. If applicable law is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. The Members shall be entitled to rely on the provisions of this Agreement, and the Members shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Agreement.
Article III 

 MEMBERSHIP
SECTION 3.1     Membership Interests; Additional Members .
(a)    Effective as of April 15, 2013, (i) AIM Midstream Holdings transferred the Transferred Interests to HPIP, (ii) HPIP was admitted as a Member owning the Transferred Interests, (iii) AIM Midstream Holdings continued as a Member of the Company owning the Remaining Interests and (iv) the Company continued without dissolution.
(b)    Effective immediately following the transfer of the Transferred Interests as described in Section 3.1(a):
(i)    the classes of Membership Interests in the Company consisted of either a Class A Membership Interest or a Class B Membership Interest;
(ii)    the Transferred Interests were converted into the Class A Membership Interest and HPIP was designated as a Class A Member; and
(iii)    the Remaining Interests were converted into the Class B Membership Interest and AIM Midstream Holdings was designated as a Class B Member;
(c)    Each Class A Member shall have the right to vote as to all matters submitted to a vote of the Members as described in Section 8.4 .
(d)    Except as specifically and unconditionally required by Applicable Law, the Members agree that no Class B Member shall have voting rights and the Class B Members shall have no right to vote the Class B Membership Interest.
(e)     Exhibit A reflects the Members’ ownership of the Class A Membership Interest the Class B Membership Interest and each Members’ Sharing Percentage, in each case as of the date hereof. The Board shall be authorized, and without the requirement of consent by any Member, to provide such revisions or amendments to Exhibit A as may be necessary from time to time to reflect changes effected in accordance with this Agreement, including changes in the membership of the Company, addresses for notices and Sharing Percentages.

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Exhibit 3.1

(f)    Additional Person(s) may be admitted to the Company as a Member(s) in exchange for such consideration and upon such other terms and conditions, in each case as determined by the Board in good faith. The terms of admission or issuance must specify the Sharing Percentages applicable thereto and may provide for the creation of different classes or groups of Members having different rights, powers and duties, including rights, powers and duties that are senior in preference to existing Members. The Board may reflect the creation of any new class or group in an amendment to this Agreement indicating the different rights, powers and duties, and such an amendment shall be deemed approved and executed by the Members. Any such admission is effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member and such new Member’s ratification of this Agreement and agreement to be bound by it. Upon the admission of a new Member, Exhibit A will be updated to reflect such admission. Notwithstanding the foregoing, no additional Membership Interest shall be issued to HPIP or any of its Affiliates without (i) the prior written consent of AIM Midstream Holdings, which consent shall not be unreasonably withheld or denied, or (ii) offering the Class B Members a right to participate in such issuance on a proportionate basis to the Class B Members’ Sharing Percentage at the lower of (A) the price at which the Membership Interests are being issued to HPIP or its Affiliate or (B) the fair market value of such Membership Interests (it being agreed that any price of a Membership Interest issued to an Affiliate of HPIP in which a third party owns an interest shall be presumed to be fair market value). In addition, except with respect to the Company’s exercise of the preemptive rights provided to the Company pursuant to the Partnership Agreement, no Class A Member shall take any action, and shall cause the Board and any officer(s) not to take any action, that would result in the issuance of any security of the Partnership to an Affiliate of HPIP, the issuance of which would have a disproportionate adverse effect on the Class B Members as compared to the Class A Members, without (i) the approval of the Conflicts Committee or (ii) the prior written consent of AIM Midstream Holdings, which consent shall not be unreasonably withheld or denied. In addition, notwithstanding anything herein to the contrary, except with the express written approval of each Class C Member, which consent shall not be unreasonably withheld or denied, (x) no additional Membership Interest shall be issued to any Person (whether then a Member or otherwise) to the extent such Membership Interest would reduce the Sharing Percentage of any Class C Member hereunder, and (y) except with respect to the Company’s exercise of preemptive rights provided to the Company pursuant to the Partnership Agreement, no Class A Member shall take any action, and shall cause the Board and any officer(s) not to take any action, that would result in the issuance of any security of the Partnership to an Affiliate of HPIP, the issuance of which would have a material and disproportionate adverse effect on the Class C Members as compared to the Class A Members or Class B Members, without the approval of the Conflicts Committee.
(g)    As of the date hereof, the Company hereby creates the Class C Membership Interest as described in this Section 3.1(g):
(i)    The Class C Membership Interest shall initially consist of 100 Class C units (“ Class C Units ”), all of which have been issued to the Executive Family Vehicle on the date hereof pursuant to a Class C Award Agreement.
(ii)    No Capital Contributions will be required to be made by the Class C Members on account of the issuance of any Class C Membership Interest to such Members.
(iii)    The Class C Membership Interests shall be subject to such vesting, forfeiture, repurchase and other terms and conditions as may be set forth in the applicable Class C Award Agreement covering such Class C Membership Interest, however, notwithstanding any provision of this Agreement or a Class C Award Agreement to the contrary, all allocations and distributions under Article V will be made without regard to whether or not any outstanding Class C Membership Interest is vested.

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Exhibit 3.1

(iv)    All assignees and substitute Members (including spouses and former spouses) shall be subject to the terms of any applicable Class C Award Agreement, regardless of the fact that any such assignee or substitute Member is not an employee or other service provider of the Company ( i.e. , if the employment of the Class C Member who assigned the Class C Membership Interest to such assignee or substitute Member is terminated, the forfeiture, repurchase and other applicable terms of the Class C Award Agreement shall apply to such Class C Membership Interest regardless of their ownership).
(v)    Notwithstanding any provision of this Agreement to the contrary, including Section 14.5, the number of authorized Class C Units shall not be increased without the consent of the Board, provided that any increase in the number of authorized Class C Units will not reduce the Sharing Percentage of the Initial Class C Member without the consent of the Initial Class C Member. For the avoidance of doubt, if any Class C Units are forfeited or repurchased by the Company, the Board may re-issue such forfeited or repurchased Class C Units to other employees and service providers (including to current Class C Membership Interest holders).
(vi)    The Company and each Class C Member agree to treat any Class C Membership Interest as separate “Profits Interests” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343. In accordance with Rev. Proc. 2001-43, 2001-2 C.B. 191, the Company shall treat a Class C Member holding a Profits Interest as the owner of such Profits Interest from the date such Profits Interest is granted, and shall file its IRS Form 1065, and issue appropriate Schedule K-1s to such Class C Member, allocating to such Class C Member its distributive share of all items of income, gain, loss, deduction and credit associated with such Profits Interest as if it were fully vested. Each such Class C Member agrees to take into account such distributive share in computing its Federal income tax liability for the entire period during which it holds the Profits Interest. Except as required pursuant to a “Determination” as defined in Code Section 1313(a) or a change in applicable law, the Company and each Class C Member agree not to claim a deduction (as wages, compensation or otherwise) for the fair market value of such Profits Interest issued to a Member, either at the time of grant of the Profits Interest, or at the time the Profits Interest becomes substantially vested. The undertakings contained in this Section 3.1(g)(vi) shall be construed in accordance with Section 4 of Rev. Proc. 2001-43. Each Class C Member agrees to timely file an election pursuant to Section 83(b) of the Code with respect to such Class C Member’s Class C Membership Interest.
(vii)    Except as expressly provided in this Section 3.1(g) or in a Class C Award Agreement, and notwithstanding any other provision of this Agreement to the contrary, the Class C Members shall not have, in respect of their Class C Membership Interests, any voting, control, information or other non-economic rights, except as required by law. Notwithstanding anything herein to the contrary, the Company shall not merge, consolidate, combine or engage in any other restructuring with any other Person if a material purpose of such transaction is to materially and adversely affect the rights or obligations of any Class C Member in a manner that would require the consent of such Class C Member pursuant to the last sentence of Section 14.5 if such result were instead achieved or to be achieved pursuant to an amendment or proposed amendment to this Agreement or the Delaware Certificate, without first obtaining the consent described therein.
SECTION 3.2     Liability of Members and Assignees .
The Members and Assignees agree that the rights, duties and obligations of the Members and Assignees in their capacities as such are only as set forth in this Agreement and as otherwise arise under the Act. Furthermore, the Members and Assignees agree that the existence of any rights of a Member or Assignee, or the exercise or forbearance from exercise of any such rights shall not create any duties or obligations of

14

Exhibit 3.1

the Member or Assignees in their capacities as such, nor shall such rights be construed to enlarge or otherwise alter in any manner the duties and obligations of the Members or Assignees; provided , however , that each Member shall act in accordance with the implied contractual covenant of good faith and fair dealing.
SECTION 3.3     Resignation .
A Member does not have the right or power to resign.
Article IV 

 CAPITAL CONTRIBUTIONS
SECTION 4.1     Capital Contributions .
The parties hereto agree that, as of the date hereof, the respective amounts of the Capital Contributions of the Members with respect to their Membership Interests and the percentage of such class of Membership Interests owned by each Member, together with each Member’s Sharing Percentage, are as set forth on Exhibit A . Except as otherwise described in the last sentence of this Section 4.1, HPIP and its Affiliates will not make any additional Capital Contributions to the Company unless it is in exchange for additional Membership Interests in compliance with Section 3.1 (f). Upon the admission of a subsequent Member or a Capital Contribution made by any Member in accordance with the terms of this Agreement, the Board shall update Exhibit A to reflect the Capital Contribution, Sharing Percentage attributable to such Member, and such amendment need be executed only by an authorized officer of the Company. After admission as a Member, no Member shall be obligated to make any additional capital contributions to the Company. Notwithstanding anything herein to the contrary, to the extent the Company would not have sufficient Available Cash to permit the Company to make those distributions described in Section 5.5 in any Quarter in full with respect to the Class C Member, HPIP shall contribute an amount of cash to the Company within seven (7) Business Days after the end of the immediately preceding Quarter so that such distributions may be made in full to the Class C Member.
SECTION 4.2     Loans; Other Related Party Transactions .
If the Company does not have sufficient cash to pay its obligations, any Class A Member may advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section 4.2 constitutes a loan from the Member to the Company, bears interest at a market rate determined by the Class A Members from the date of the advance until the date of payment and is not a Capital Contribution. Notwithstanding anything herein to the contrary, the terms and conditions with respect to any loan as described above, and any other transaction between or among the Company on the one hand and any Member or any Affiliate thereof on the other hand (i) shall be approved by Special Approval, (ii) shall not be engaged in with a material purpose to disproportionately and adversely affect, in any material respect, (A) the economic rights of the Class C Members as compared to the Class A Members or Class B Members or (B) the economic rights of the Class B Members as compared to the Class A Members, or (iii) shall have fair market value terms (or be otherwise fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company)) as reasonably and in good faith determined by the Company, and any such transaction shall be disclosed to the Initial Class C Member and the Class B Members in writing before it is entered into by the Company.
SECTION 4.3     Return of Contributions .

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Exhibit 3.1

Except as expressly provided herein, no Member is entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Company or of any Member. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.
SECTION 4.4     Capital Accounts .
A Capital Account shall be established and maintained for each Member in accordance with the Allocation Regulations. The Capital Account of each Member as of the date hereof is as set forth on Exhibit A.
Article V 

 DISTRIBUTIONS AND ALLOCATIONS
SECTION 5.1     Allocations for Capital Account Purposes . %3. Except as otherwise set forth in Section 5.1(b) , for purposes of maintaining the Capital Accounts and in determining the rights of the Members among themselves, the Company’s items of income, gain, loss and deduction for any fiscal year shall be allocated and charged to the Members to cause, to the extent possible, the positive Capital Account balances of the Members (as adjusted to reflect all allocations under Section 5.1(b) and all distributions through the end of such fiscal year) to equal, as nearly as possible:
(i)    the amount such Member would receive if all assets of the Company at the end of such taxable period were sold for cash at their Carrying Value, all liabilities of the Company were satisfied in cash in accordance with their terms (limited in the case of “nonrecourse liabilities” (as defined in Treasury Regulation Section 1.752-1(a)(2)) and “partner nonrecourse debt” (as defined in Treasury Regulation Section 1.704-2(b)(4)) to the Carrying Value of the property securing such liabilities), and any remaining cash were distributed to the Members under Section 5.4, minus
(ii)    the sum of (x) the amount, if any, that such Member would be obligated to contribute to the Partnership immediately after such a hypothetical liquidation, (y) such Member's share of any “partnership minimum gain” (within the meaning of Section 1.704-2(b)(2) of the Treasury Regulations) determined pursuant to Treasury Regulation Section 1.704-2(g), and (z) such Partner's share of “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704 2(i)(4) of the Treasury Regulations) determined pursuant to Treasury Regulation Section 1.704-2(i)(5), in the case of clauses (y) and (z) as all computed immediately prior to the hypothetical sale described above
For the avoidance of doubt, AIM Midstream Holdings Capital Account shall not exceed the maximum amount it could receive under Section 5.4 .
(c)    Prior to making any allocations provided for in Section 5.1(a) above, the following special allocations shall be made in the following order:
(i)     Minimum Gain Chargeback . To the extent required by Section 1.704-2(f) of the Treasury Regulations, if there is a net decrease in "partnership minimum gain" (within the meaning of Section 1.704-2(b)(2) of the Treasury Regulations) in a fiscal year, then each Member shall be specially allocated items of income and gain (including gross income) arising during that fiscal year (and if necessary subsequent fiscal years), equal to such Member's share of the net decrease in partnership minimum gain. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to

16

Exhibit 3.1

be allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 5.1(b)(i) is intended to comply with the minimum gain chargeback requirements of Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii)     Member Nonrecourse Debt Minimum Gain Chargeback . If there is a net decrease in "partner nonrecourse debt minimum gain" (within the meaning of Section 1.704 2(i)(4) of the Treasury Regulations) in any fiscal year, then each Member that has a share of the "partner nonrecourse debt minimum gain" as of the beginning of the fiscal year shall be specially allocated items of income and gain arising during that fiscal year (and if necessary subsequent fiscal years) to the extent required by Section 1.704-2(i)(4) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii)     Qualified Income Offset . In the event any Member receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704‑1(b)(2)(ii)(d)(6), items of Company income and gain shall be specifically allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Allocation Regulations, the deficit balance, if any, in such Member’s Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible.
(iv)     Nonrecourse Deductions . If there are any “nonrecourse deductions” (within the meaning of Treasury Regulation Sections 1.704-2(b)(1) and 1.704-2(c)) in a fiscal year, then each Member shall be allocated its share of such nonrecourse deductions in proportion to its respective Sharing Percentage.
(v)     Member Nonrecourse Deductions . If there are any “partner nonrecourse deductions” (within the meaning of Treasury Regulation Section 1.704-2(i)(1)) in a fiscal year, then such deductions shall be allocated to the Member that bears the economic risk of loss for the "partner nonrecourse liability" (within the meaning of Treasury Regulation Section 1.704-2(b)(4)) to which the deductions are attributable.
(vi)     Gross Income Allocations . In the event any Member has a deficit balance in such Member’s Adjusted Capital Account at the end of any Company taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided , that an allocation pursuant to this Section 5.1(b)(iii) shall be made only if and to the extent that such Member would have a deficit balance in such Member’s Adjusted Capital Account after all other allocations provided in this Section 5.1 have been tentatively made as if Section 5.1(b)(iii) were not in the Agreement.
(vii)     Code Section 754 Adjustment . To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Allocation Regulations.

17

Exhibit 3.1

(viii)     Curative Allocation . The special allocations set forth in Section 5.1(b)(i) through (vii) (the “ Regulatory Allocations ”) are intended to comply with the Allocation Regulations. Notwithstanding any other provisions of this Section 5.1 , the Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Members such that, to the extent possible, the net amount of allocations of such items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each Member if the Regulatory Allocations had not occurred.
SECTION 5.2     Tax Allocations .
For federal income tax purposes, except as otherwise required by the Code, the Allocation Regulations or the following sentence, each item of Company income, gain, loss, deduction and credit shall be allocated among the Members in the same manner as corresponding items are allocated in Section 5.1 . Notwithstanding any provisions contained herein to the contrary, in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, Company items of income, gain, loss and deduction shall be allocated to take into account any variation between the Company’s tax basis in Company Property and its Carrying Value. Any elections or other decisions relating to such allocations shall be made by the Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement, provided, that the Company shall use the remedial allocation method set forth in Treasury Regulation Section 1.704-3(d). Allocations pursuant to this Section 5.2 are solely for purposes of federal, state and local taxes, and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account, share of allocations pursuant to Section 5.1 , or distributions pursuant to any provision of this Agreement.
SECTION 5.3     Varying Interests .
All items of income, gain, loss, deduction or credit shall be allocated, and all distributions shall be made, to the Persons shown on the records of the Company to have been Members as of the last calendar day of the period for which the allocation or distribution is to be made. Notwithstanding the foregoing, if during any taxable year there is a change in any Member’s Sharing Percentage, the Members agree that their allocable shares of such items for the taxable year shall be determined on any method determined by the Class A Members in their sole discretion to be permissible under Code Section 706 and the related Treasury Regulations to take account of the Members’ varying Sharing Percentages.
SECTION 5.4     Distributions .
Except as otherwise provided in Section 12.2, and expressly subject to Sections 5.5 and 5.6 and the last sentence of this Section 5.4 , cash may be distributed at such time and in such amounts as the Board of Directors of the Company (the “ Board ”) shall determine to the Members in accordance with their then respective Sharing Percentages. Such distributions shall be made concurrently to the Members (or their Assignees) as reflected on the books of the Company on the date set for purposes of such distribution; provided, however, that within 50 days following the end of each Quarter, an amount equal to 100% of Available Cash with respect to such Quarter shall be distributed in accordance with this Article V . Distributions to the Class A, Class B and Class C Members shall be made simultaneously in accordance with each such Member’s Sharing Percentage (at the time the amounts of such distributions are determined and taking into account that the Sharing Percentage of Class C Members will be zero until Class C Payout has occurred). Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of distributions with respect to the Class B Membership Interest exceed an amount equal to (i) $40,000,000, plus (ii) two times the amount of any Capital Contributions made by AIM Midstream Holdings to the Company on or after January 31, 2014. Any amounts not distributed with respect to Class B Membership Interests pursuant to the immediately preceding sentence shall be distributed to the Class A Members and (to the

18

Exhibit 3.1

extent Class C Payout has occurred) Class C Members in accordance with their respective Sharing Percentages. For the avoidance of doubt, if any amount is distributed by the Company pursuant to or in accordance with this Section 5.4 (including by way of Section 12.2(a)(iii)(C) ) prior to Class C Payout having occurred, and such distribution is in an amount in excess of the amount that causes Class C Payout to have occurred, such distribution shall be bifurcated and distributed in accordance with the Sharing Percentages pre- and post- Class C Payout, as applicable. Notwithstanding anything is this Section 5.4 to the contrary, to the extent HPIP makes any Capital Contributions described in the last sentence of Section 4.1 , amounts otherwise distributable pursuant to this Section 5.4 shall first be distributed to HPIP in an amount equal to such Capital Contributions (and, for the avoidance of doubt, any distributions to HPIP pursuant to this sentence will not reduce or otherwise impact HPIP’s entitlement to any subsequent or other contemporaneous disutributions).
SECTION 5.5     Tax Distributions . Prior to any distributions being made by the Company pursuant to Section 5.4 in any Quarter, the Company shall within ten (10) Business Days after the end of the immediately preceding Quarter, only to the extent of Available Cash, distribute to each Member an amount equal to the Hypothetical Tax Amount with respect to such Member and such immediately preceding Quarter, provided, however, that for purposes of calculating the Hypothetical Tax Amount with respect to such immediately preceding calendar quarter and making such distribution within ten (10) Business Days after the end of such Quarter, the net amount of cumulative income and gain, less losses, deductions and credits, estimated by the Company to be allocable to such Member for federal income tax purposes for such quarter will be determined based on the average of the Partnership’s net cumulative income and gain, less losses, deductions and credits (taking into account the character of income and loss and the deductibility of state and local taxes for federal income tax purposes) over the four (4) prior Quarters. As soon as practicable after the making of any distribution under the preceding sentence (or the making of the determination that no such distribution was required), the Company shall determine an actual estimate of the net amount of cumulative income and gain, less losses, deductions and credits allocable to each Member (taking into account the character of income and loss and the deductibility of state and local taxes for federal income tax purposes) for federal income purposes for the Quarter in question (an “ Actual Estimate ”), and (i) if the distribution that was made was less than what a Member should have received based upon such Actual Estimate, the Company will promptly, only to the extent of Available Cash, distribute to such Member an amount equal to such deficit, or (ii) of the distribution that was made was more than what a Member should have received based upon such Actual Estimate, then subsequent distributions under this Section 5.5 shall be reduced (but not below zero) until such excess has been recouped. To the extent the Company does not have sufficient Available Cash to make any distributions described in this Section 5.5 , such distributions shall be made in the same proportion as the amounts otherwise distributable pursuant to this Section 5.5 ; provided, however, that to the extent HPIP makes any Capital Contributions described in the last sentence of Section 4.1 , such amounts so contributed shall be distributed entirely to the Class C Member. Any amount distributed to any Member pursuant to this Section 5.5 shall be treated as an advance against the next subsequent distributions to such Member (whether in such Quarter or any future Quarter) pursuant to or in accordance with Section 5.4 (including by way of Section 12.2(a)(iii)(C) ), and shall reduce such next subsequent distributions to such Member on a dollar-for-dollar basis. Notwithstanding any provision of this Agreement to contrary, the Company shall not be required to make any distribution under this Section 5.5 with respect to any Quarter if the Class C Member is not entitled to a distribution under this Section 5.5 with respect to such Quarter.
SECTION 5.6     Limitations on Distributions .
Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its interest in the Company if such distribution would violate any Applicable Law.

19

Exhibit 3.1

Article VI 

 MANAGEMENT
SECTION 6.1     Management by Board of Directors .
Except as expressly provided in this Agreement, the business and affairs of the Company shall be fully vested in, and managed by, the Board and, subject to the discretion of the Board, officers elected pursuant to Article VII. The Directors and officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise provided in this Agreement, the authority and functions of the Board, on the one hand, and of the officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware; provided, however , that the Board may, at its discretion, delegate to the officers of the Company any management power, authority or function vested in the Board, regardless of whether the board of directors of a corporation organized under the Delaware General Corporation Law could delegate such power, authority or function to the officers of such a corporation. The officers shall be vested with such powers and duties as are set forth in Article VII and as are specified by the Board. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the officers who shall be agents of the Company. The Members in their capacity as Members shall not have any power or authority to manage the business or affairs of the Company or to bind the Company or enter into agreements on behalf of the Company.
SECTION 6.2     Number; Qualification; Tenure .
The number of directors constituting the Board shall be between one and nine (each a “ Director ” and, collectively, the “ Directors ”), unless otherwise fixed from time to time pursuant to a resolution adopted by a majority of Directors. A Director need not be a Member. Each Director shall be elected or approved by the Class A Members at an annual meeting of the Class A Members and shall serve as a Director of the Company for a term of one year (or their earlier death or removal from office) or until their successors are elected and qualified. The Directors of the Company as of the date hereof are listed on Exhibit B , which exhibit will also reflect which Director is the Chairman of the Board of the Company, the title of any Director that is an officer of the Company, and which Directors are intended to be Independent Directors, in each case as of the date hereof.
SECTION 6.3     Regular Meetings .
Regular quarterly and annual meetings of the Board shall be held at such time and place as shall be designated from time to time by resolution of the Board. Notice of such regular quarterly and annual meetings shall not be required.
SECTION 6.4     Special Meetings .
A special meeting of the Board may be called at any time at the written request of (a) the Chairman of the Board, (b) a majority of the Independent Directors or (c) any three Directors.
SECTION 6.5     Notice .
(a)    Written notice of all special meetings of the Board must be given to all Directors at least one Business Day prior to any special meeting of the Board.

20

Exhibit 3.1

(b)    All notices and other communications to be given to Directors shall be sufficiently given for all purposes hereunder if in writing and delivered by email, hand, courier or overnight delivery service or three days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when received in the form of a telegram or facsimile, and shall be directed to the address or facsimile number as such Director shall designate by notice to the Company. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, except for amendments to this Agreement, as provided herein.
(c)    Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except where such Director attends the meeting for the express purpose of objecting to the transaction of business on the ground that the meeting is not lawfully called or convened. A meeting may be held at any time without notice if all the Directors are present or if those not present waive notice of the meeting either before or after such meeting.
SECTION 6.6     Action By Consent of Board or Committee of Board .
To the extent permitted by Applicable Law, the Board, or any committee of the Board, may act without a meeting so long as a written consent with respect to any action taken in lieu of a meeting (“ Consent ”) is signed by at least as many members of the Board or the committee thereof as would have been required to take such action at a meeting of the Board or such committee at which all members of the Board or such committee are present, provided however, for so long as ArcLight Capital Partners or an affiliate thereof (“ Arclight ”) controls the Company and at least one (1) Board member is appointed by ArcLight, said Consent must include the signature of at least one (1) ArcLight Board member.
SECTION 6.7     Conference Telephone Meetings .
Directors or members of any committee of the Board may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.
SECTION 6.8     Quorum .
A majority of all Directors, present in person or participating in accordance with Section 6.7 , shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the Directors present may adjourn the meeting from time to time without further notice. Except as otherwise required by Applicable Law, all decisions of the Board, or any committee of the Board, shall require the affirmative vote of a majority of all Directors of the Board, or any committee of the Board, respectively. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.
SECTION 6.9     Vacancies; Increases in the Number of Directors .
Vacancies and newly created directorships resulting from any increase in the number of Directors shall be filled by the Class A Members in their sole discretion. Any Director so chosen shall hold office until the next annual election and until his successor shall be duly elected and shall qualify, unless sooner displaced.
SECTION 6.10     Committees .
(a)    The Board may establish committees of the Board and may delegate any of its responsibilities, except as otherwise prohibited by Applicable Law, to such committees.

21

Exhibit 3.1

(b)    The Board shall have an audit committee (the “ Audit Committee ”) comprised of not less than three Directors in accordance with the rules of the NYSE, all of whom shall be Independent Directors. The Audit Committee shall establish a written audit committee charter in accordance with the rules of the NYSE (or such other National Securities Exchange or quotation service on which the Common Units may be listed), as amended from time to time. “ Independent Director ” shall mean a Director meeting the standards required of directors who serve on an audit committee of a board of directors established by (i) the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder and (ii) the NYSE (or such other National Securities Exchange or quotation service on which the Common Units may be listed).
(c)    The Board may have a conflicts committee (the “ Conflicts Committee ”) comprised of two or more Directors, each of whom shall be Independent Directors and none of whom shall be (i) security holders, officers or employees of the Company, (ii) officers, directors or employees of any Affiliate of the Company or (iii) holders of any ownership interest in the Partnership or any of its subsidiaries other than Common Units or awards that may be granted under the LTIP. The Conflicts Committee shall function in the manner described in the Partnership Agreement.
(d)    A majority of any committee, present in person or participating in accordance with Section 6.7 , shall constitute a quorum for the transaction of business of such committee.
(e)    A majority of any committee may determine its action and fix the time and place of its meetings unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 6.5 . The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.
Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not Directors; provided , however , that no such committee shall have or may exercise any authority of the Board.
SECTION 6.11     Removal .
Any Director or the entire Board may be removed at any time, with or without cause, by the Class A Members; provided , however , that any such removal shall be without prejudice with respect to any contractual rights of any Person so removed.
SECTION 6.12     Compensation of Directors .
Except as expressly provided in any written agreement between the Company and a Director or by resolution of the Board, no Director shall receive any compensation from the Company for services provided to the Company in its capacity as a Director, except that each Director shall be compensated for attendance at Board meetings at rates of compensation as from time to time established by the Board or a committee thereof; provided , however , that Directors who are also employees of the Company or any Affiliate thereof shall receive no compensation for their services as Directors or committee members. In addition, the Directors who are not employees of the Company or any Affiliate thereof shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in connection with attending meetings of the Board or committees thereof.
Article VII 

 OFFICERS

22

Exhibit 3.1

SECTION 7.1     Appointed Officers .
(a)    The officers of the Company shall be appointed by, and shall serve at the pleasure of, the Board. Such officers shall have the authority and duties delegated to each of them, respectively, by the Board from time to time. The appointed officers of the Company shall be a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Secretary, a Treasurer and such other officers (including, without limitation, a President, a Chief Operating Officer, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and a General Counsel) as the Board from time to time may deem proper.
(b)    The Chairman of the Board shall be chosen from among the Directors. All officers appointed by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VII . The Board or any committee thereof may from time to time elect or appoint, as the case may be, such other officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant Treasurers) and agents, as may be necessary or desirable for the conduct of the business of the Company. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Board or such committee, as the case may be.
SECTION 7.2     Election and Term of Office .
The officers of the Company shall be appointed annually by the Board at the regular meeting of the Board held after the annual meeting of the Class A Members or at such time and for such term as the Board shall determine. Each officer shall hold office until such person’s successor shall have been duly appointed and shall have qualified or until such person’s death or until he shall resign or be removed pursuant to Section 7.14 .
SECTION 7.3     Chairman of the Board .
The Chairman of the Board shall preside at all meetings of the Board. If the Chairman is unable to preside at a meeting of the Board and the Chief Executive Officer is also unable to preside at such meeting pursuant to Section 7.4 , then the Directors may appoint another Director to preside at such meeting. The Directors also may elect a Vice-Chairman to act in the place of the Chairman upon his absence or inability to act.
The Chairman of the Board shall be responsible for the general management of the affairs of the Company. The Chairman of the Board shall have the authority to sign, in the name and on behalf of the Company, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Company and to otherwise manage the operations and affairs of the Company. The Chairman shall have such other duties and powers as the Board may from time to time prescribe.
SECTION 7.4     Chief Executive Officer .
The Chief Executive Officer shall perform all duties incidental to such person’s office that may be required by law and all such other duties as are properly required of him by the Board. He shall report directly to the Chairman of the Board (or, if the Chief Executive Officer is also the Chairman of the Board, he shall report directly to the Board) and shall see that all orders of the Chairman of the Board and/or the Board, as applicable, and resolutions of the Board and of any committee thereof are carried into effect. The Chief Executive Officer shall have full authority to execute all deeds, mortgages, bonds, contracts, documents or other instruments, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company or shall be required by law to be otherwise executed. The

23

Exhibit 3.1

Chairman of the Board may serve in the capacity of Chief Executive Officer. If the Chairman of the Board does not so serve, then the Chief Executive Officer, if he is also a Director, shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and preside at all meetings of the Board.
SECTION 7.5     President .
The Chief Executive Officer may serve in the capacity as President. If the Chief Executive Officer does not so serve, then the President shall assist the Chief Executive Officer in the administration and operation of the Company’s business and general supervision of its policies and affairs. The President shall have full authority to execute all deeds, mortgages, bonds, contracts, documents or other instruments, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company or shall be required by law to be otherwise executed. The President shall report to the Chairman of the Board except to the extent the latter determines otherwise.
SECTION 7.6     Chief Financial Officer .
The Chief Financial Officer shall be responsible for financial reporting for the Company and shall perform all duties incidental to such person’s office that may be required by law and all such other duties as are properly required by of him by the Board. The Chief Financial Officer shall have full authority to execute all deeds, mortgages, bonds, contracts, documents or other instruments, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Company or shall be required by law to be otherwise executed. He shall make reports to the Board and shall see that all orders and resolutions of the Board and any committee thereof relating to financial reporting are carried into effect. The Chief Financial Officer shall report to the Chairman of the Board except to the extent the latter determines otherwise.
SECTION 7.7     Chief Operating Officer .
The Chief Operating Officer of the Company shall assist the Chief Executive Officer in the administration and operation of the Company’s business and general supervision of its policies and affairs. The Chief Operating Officer shall report to the Chairman of the Board except to the extent the latter determines otherwise.
SECTION 7.8     Vice Presidents .
Each Executive Vice President and Senior Vice President and any Vice President shall have such powers and shall perform such duties as shall be assigned to him by the Chairman of the Board.
SECTION 7.9     Treasurer .
(f)    The Treasurer shall exercise general supervision over the receipt, custody and disbursement of company funds. The Treasurer shall, in general, perform all duties incident to the office of Treasurer and shall have such further powers and duties and shall be subject to such directions as may be granted or imposed from time to time by the Chairman of the Board.
(g)    Assistant Treasurers shall have such of the authority and perform such of the duties of the Treasurer as may be provided in this Agreement or assigned to them by the Chairman of Board or the Treasurer. Assistant Treasurers shall assist the Treasurer in the performance of the duties assigned to the Treasurer and, in assisting the Treasurer, each Assistant Treasurer shall for such purpose have the powers of

24

Exhibit 3.1

the Treasurer. During the Treasurer’s absence or inability, the Treasurer’s authority and duties shall be possessed by such Assistant Treasurer or Assistant Treasurers as the Chairman of the Board may designate.
SECTION 7.10     Secretary.
(a)    The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the Members. The Secretary shall (i) see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; (ii) be custodian of the records and, if the Company shall adopt a seal, the seal of the Company and affix and attest the seal to all documents to be executed on behalf of the Company under its seal; (iii) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (iv) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairman of the Board.
(b)    Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Chairman of the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have the powers of the Secretary. During the Secretary’s absence or inability, the Secretary’s authority and duties shall be possessed by such Assistant Secretary or Assistant Secretaries as the Chairman of the Board may designate.
SECTION 7.11     Powers of Attorney .
The Company may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the officers and other Persons.
SECTION 7.12     Delegation of Authority .
Unless otherwise provided by this Agreement or by resolution of the Board, no officer shall have the power or authority to delegate to any Person such officer’s rights and powers as an officer to manage the business and affairs of the Company.
SECTION 7.13     Expenses .
The officers and agents shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of their service hereunder. In addition, the Directors shall be entitled to be reimbursed for out-of-pocket costs and expenses reasonably incurred in the course of their service hereunder.
SECTION 7.14     Removal .
Any officer appointed, or agent appointed, by the Board may be removed by the affirmative vote of a majority of the Board whenever, in their judgment, the best interests of the Company would be served thereby; provided , however , that any such removal shall be without prejudice with respect to any contractual rights of the officer so removed. No appointed officer shall have any contractual rights against the Company for compensation by virtue of such election beyond the date of the appointment of such person’s successor, such person’s death, such person’s resignation or such person’s removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.
SECTION 7.15     Vacancies .

25

Exhibit 3.1

A newly created office and a vacancy in any office because of death, resignation or removal may be filled by the Board for the unexpired portion of the term at any meeting of the Board.
Article VIII 

 MEMBER MEETINGS
SECTION 8.1     Meetings .
Except as otherwise provided in this Agreement, all acts of the Members to be taken hereunder shall be taken in the manner provided in this Article VIII . An annual meeting of the Class A Members for the transaction of such business as may properly come before the meeting shall be held at such time and place as the Board shall specify in the notice of the meeting, which shall be delivered to each Class A Member at least 10 and not more than 60 days prior to such meeting. Special meetings of the Class A Members may be called by the Board or by any Class A Member. A Class A Member shall call a meeting by delivering to the Board one or more requests in writing stating that the signing Class A Member wishes to call a meeting and indicating the general or specific purposes for which the meeting is to be called.
SECTION 8.2     Notice of a Meeting .
Notice of a meeting called pursuant to Section 8.1 shall be given to the Class A Members in writing by mail or other means of written communication in accordance with Section 14.2 . The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of written communication.
Attendance of a Class A Member at a meeting shall constitute a waiver of notice of such meeting, except where a Class A Member attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
SECTION 8.3     Action by Consent of Members .
Any action that may be taken at a meeting of the Class A Members may be taken without a meeting if an approval in writing setting forth such action is signed by the Class A Members holding not less than the minimum percentage of the Class A Membership Interest that would be necessary to authorize or take such action at a meeting at which all the Class A Members entitled to vote on such matter were present and voted.
SECTION 8.4     Member Vote.
Unless a provision of this Agreement specifically provides otherwise, any provision of this Agreement requiring the authorization of, or action taken by, the Members shall require the approval of members holding a majority of the Class A Membership Interest identified on Exhibit A .
SECTION 8.5     In the Event of a Sole Member.
Notwithstanding any other provision of this Agreement, at any time at which there is only a single Member of the Company, any provision herein that requires a Member to make a delivery to, or to obtain the consent of, the other Members of the Company shall be disregarded until such time as an additional Person is admitted as a Member of the Company.

26

Exhibit 3.1

Article IX 

 OUTSIDE ACTIVITIES AND INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS
SECTION 9.1     Outside Activities .
(a)    It shall be deemed not to be a breach of any duty (including any fiduciary duty) existing hereunder, at law, in equity or otherwise, or any other obligation of any type whatsoever of (i) any Director or officer, or Affiliates of such Director or officer, to engage in outside business interests and activities in preference to or to the exclusion of the Company or in direct competition with the Company; provided , that such Affiliate does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Company to such Director or (ii) any Director, officer or other employee of the Company to be a director, manager, officer, employee or consultant of any Affiliate or Member or any Affiliate of any Member of the Company; provided , that the Board is advised of such other relationship and does not object thereto; and further , provided , that such officer or employee does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Company to such Person.
(b)    Except as may be restricted by any other agreement, each Member shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Member, independently or with others, including business interests and activities in direct competition with the business and activities of the Company or its subsidiaries, and none of the same shall constitute a breach of this Agreement or any duty expressed or implied by law or equity to the Company or its subsidiaries or any Member. None of the Company, its subsidiaries, any Member or any other Person shall have any rights by virtue of this Agreement, or the relationship established hereby in any business ventures of any Member. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, (i) the engaging in competitive activities by any Member in accordance with the provisions of this Section 9.1(b) is hereby approved by the Board and all Members, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of any Member for the Members to engage in such business interests and activities in preference to or to the exclusion of the Company and (iii) the Members shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company; provided , however , that such Member does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Company to such Member.
(c)    Notwithstanding anything to the contrary in this Agreement, but subject to the terms of any other agreement to which a party may be subject, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Member, Director or officer. No Member, Director or officer who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Member, Director or officer shall not be liable to the Company or any of its subsidiaries, any Member or any other Person for breach of any fiduciary or other duty by reason of the fact that such Member, Director or officer pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Company; provided , that such Member, Director or officer does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Company to such Member, Director or officer.

27

Exhibit 3.1

(d)    No Member or other Person save the Company shall have any rights by virtue of a Director’s or officer’s duties as a Director or officer, as the case may be, under this Agreement, any Group Member Agreement, applicable law or otherwise in any business ventures of any Director or officer, as the case may be.
(e)    Notwithstanding anything to the contrary in this Agreement, to the extent that any provisions of this Section 9.1 purport or are interpreted to have the effect of restricting, eliminating or otherwise modifying the duties (including fiduciary duties) that might otherwise, as a result of Delaware or other applicable law, be owed by the Directors, the officers or any of their Affiliates to the Company and its Members, or to constitute a waiver or consent by the Members to any such fiduciary duty, such provisions in this Section 9.1 shall be deemed to have been approved by the Members, and the Members hereby agree that such provisions shall replace or eliminate such duties.
SECTION 9.2     Indemnification . %3. To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided , that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 9.2 , the Indemnitee acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 9.2 shall be made only out of the assets of the Company, it being agreed that the Members shall not be liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.
(d)    To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 9.2(a ) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 9.2 .
(e)    The indemnification provided by this Section 9.2 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.
(f)    The Company may purchase and maintain insurance on behalf of the Company, its Affiliates and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.
(g)    For purposes of this Section 9.2 , (i) the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or

28

Exhibit 3.1

beneficiaries of the plan; (ii) excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 9.2(a) ; and (iii) action taken or omitted by the Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.
(h)    An Indemnitee shall not be denied indemnification in whole or in part under this Section 9.1 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
(i)    The provisions of this Section 9.2 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.
(j)    No amendment, modification or repeal of this Section 9.2 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 9.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
SECTION 9.3     Exculpation of Liability of Indemnitees .
(a)    Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company or any other Persons who have acquired Membership Interests in the Company, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.
(b)    To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company, such Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Indemnitee.
(c)    Any amendment, modification or repeal of this Section 9.3 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 9.3 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
SECTION 9.4     Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties .
(a)    Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between one or more Directors or their respective Affiliates, on the one hand, and the Company or any Group Member, on the other, any resolution or course

29

Exhibit 3.1

of action by the Board or its Affiliates in respect of such conflict of interest shall be permitted and, to the fullest extent permitted by law, deemed approved by all Members, and shall not constitute a breach of this Agreement or of any duty stated or implied by law or equity, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Class A Membership Interest and the transaction or circumstance underlying such conflict of interest was not engaged in or created with a material purpose to disproportionately and adversely affect, in any material respect, the economic rights of the Class C Members as compared to the Class A Members or Class B Members, (iii) on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties, or (iv) otherwise fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company). The Board shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the Board may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board determines that the resolution or course of action taken with respect to a conflict of interest is on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties or that the resolution or course of action taken with respect to a conflict of interest is fair and reasonable to the Company, then such resolution or course of action shall be permitted and, to the fullest extent permitted by law, deemed approved by all the Members, and shall not constitute a breach of this Agreement or of any duty stated or implied by law or equity, including any fiduciary duty. In connection with any such approval by the Board, it shall be presumed that, in making its decision, the Board acted in good faith, and in any proceeding brought by any Member or by or on behalf of such Member or any other Member or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption.
(b)    Whenever the Board makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the Board, or such Affiliates causing it to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different standards (including fiduciary standards) imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. Whenever the Conflicts Committee makes a determination or takes or declines to take any other action, it shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different standards (including fiduciary standards) imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. In order for a determination or other action to be in “good faith” for purposes of this Agreement, the Person or Persons making such determination or taking or declining to take such other action must believe that the determination or other action is in the best interests of the Partnership.
(c)    The Members hereby authorize the Board, on behalf of the Company as a partner of a Group Member, to approve of actions by the board of such Group Member similar to those actions permitted to be taken by the Board pursuant to this Section 9.4 .
Article X 

 TAXES
SECTION 10.1     Tax Returns .

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Exhibit 3.1

The Tax Matters Member of the Company shall prepare and timely file, or cause to be prepared and timely filed, (on behalf of the Company) all federal, state, local and foreign tax returns required to be filed by the Company. Each Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed. The Company shall bear the costs of the preparation and filing of its returns.
SECTION 10.2     Tax Elections .
(d)    The Company shall make the following elections on the appropriate tax returns:
(i)    to adopt as the Company’s fiscal year the calendar year;
(ii)    to adopt the accrual method of accounting;
(iii)    if a distribution of the Company’s property as described in Section 734 of the Code occurs or upon a transfer of Membership Interest as described in Section 743 of the Code occurs, on request by notice from any Member, to elect, pursuant to Section 754 of the Code, to adjust the basis of the Company’s properties; and
(iv)    any other election the Tax Matters Member may deem appropriate.
(e)    Neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state, local or foreign law or to be classified as other than a partnership pursuant to Treasury Regulations Section 301.7701-3 and no provision of this Agreement (including Section 2.6 ) shall be construed to sanction or approve such elections.
SECTION 10.3     Tax Matters Member .
HPIP shall be the “tax matters partner” of the Company pursuant to Code Section 6231(a)(7) (the “ Tax Matters Member ”). Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. The Tax Matters Member shall take all actions with respect to taxes (including, but not limited to, (a) making, changing or revoking a material tax election, (b) taking a significant position in any tax return, (c) settling or otherwise resolving any audit or other proceeding relating to taxes and (d) extending the statute of limitations with respect to taxes) in its sole discretion.
Article XI 

 BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
SECTION 11.1     Maintenance of Books .
(f)    The Board shall cause to be kept a record at the principal office of the Company or at such other location approved by the Board complete and accurate books and records of the Company, supporting documentation of the transactions with respect to the conduct of the Company’s business and containing the minutes of the proceedings of the meetings of the Board and of the Members, appropriate registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Company, and any other books and records that are required to be maintained by Applicable Law.

31

Exhibit 3.1

(g)    The books of account of the Company shall be (i) maintained on the basis of a fiscal year that is the calendar year, (ii) maintained on an accrual basis in accordance with GAAP, consistently applied and (iii) audited by the Registered Public Accountants at the end of each calendar year.
SECTION 11.2     Reports .
With respect to each calendar year, the Board shall prepare, or cause to be prepared, and deliver, or cause to be delivered, to each Member:
(d)    Within 120 Days after the end of such calendar year, a profit and loss statement and a statement of cash flows for such year, a balance sheet and a statement of each Member’s Capital Account as of the end of such year, together with a report thereon of the Registered Public Accountants; and
(e)    Such federal, state, local and foreign income tax returns and such other accounting, tax information and schedules as shall be necessary for the preparation by each Member on or before June 15 following the end of each calendar year of its income tax return with respect to such year.
SECTION 11.3     Bank Accounts .
Funds of the Company shall be deposited in such banks or other depositories as shall be designated from time to time by the Board. All withdrawals from any such depository shall be made only as authorized by the Board and shall be made only by check, wire transfer, debit memorandum or other written instruction.
Article XII
DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION
SECTION 12.1     Dissolution .
(f)    The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events (each, a “ Dissolution Event ”):
(i)    the unanimous consent of the Class A Members;
(ii)    entry of a decree of judicial dissolution of the Company under Section 18‑802 of the Act; or
(iii)    at any time there are no members of the Company unless the Company is continued in accordance with the Act.
(g)    No other event shall cause a dissolution of the Company.
SECTION 12.2     Winding-Up and Termination .
(a)    On the occurrence of a Dissolution Event of the type described in Section 12.1(a) , the Class A Members shall act as liquidator or select a Person to act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows:

32

Exhibit 3.1

(i)    as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last Day of the month in which the dissolution occurs or the final winding up is completed, as applicable;
(ii)    the liquidator shall discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and
(iii)    all remaining assets of the Company shall be distributed to the Members as follows:
(A)    the liquidator may sell any or all Company Property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article V ;
(B)    with respect to all Company Property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and
(C)    Company Property (including cash) shall be distributed to the Members in accordance with Section 5.4 .
(b)    The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.
SECTION 12.3     Deficit Capital Accounts .
No Member will be required to pay to the Company, to any other Member or to any third party any deficit balance that may exist from time to time in the Member’s Capital Account.
SECTION 12.4     Certificate of Cancellation .
On completion of the distribution of Company assets as provided herein, the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end).
Article XIII
TRANSFERS
SECTION 13.1     General.

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Exhibit 3.1

A Member may not Transfer all or any portion of its Membership Interests unless such Transfer complies with the provisions of this Article XIII .
SECTION 13.2     Requirements Applicable to All Transfers and Admissions.
In addition to the other terms and conditions of this Article XIII , any Transfer of Membership Interests and any admission of a Transferee as a Member shall be subject to the following requirements, and such Transfer (and admission, if applicable) shall not be effective unless such requirements are complied with; provided , however , that the Board, in its sole and absolute discretion, may waive any of the following requirements (other than the requirements of Section 13.2(a) ):
(a)    The following documents must be delivered to the Board and must be satisfactory, in form and substance, to the Board:
(v)    A copy of the instrument pursuant to which the Transfer is effected.
(vi)    With respect to any Transfer, an instrument, executed by the Member making the Transfer (a “ Transferor ”) and its Transferee, containing the following information and agreements, to the extent they are not contained in the instrument described in Section 13.2(a)(i) : (A) the notice address of the Transferee; (B) the total amount and the class of Membership Interests, including the Sharing Percentage attributable thereto, owned by the Transferee and the Transferor after the Transfer (which together must be the same as the total number and the class of Membership Interests, and the Sharing Percentage attributable thereto, owned by the Transferor before the Transfer); (C) the Transferee’s agreement to be bound by this Agreement; and (D) representations and warranties by the Transferor and its Transferee (1) that the Transfer and admission is being made in accordance with Applicable Laws, and (2) that the matters set forth in Section 13.2(a)(i) and this Section 13.2(a)(ii) are true and correct.
(vii)    With respect to any Transfer, such opinions of counsel regarding tax and securities law matters as the Board, in its reasonable discretion, may require.
(b)    The Transferor and its Transferee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Transfer and the admission of the Transferee as a Member, including the legal fees, if any, incurred in connection with the legal opinions referred to in Section 13.2(a)(iii) ; and
(c)    No Transfer of Membership Interests shall effect a release of the Transferor from any liabilities of the Transferor to the Company or the other Members arising from events occurring prior to the Transfer.
SECTION 13.3     Assignees.
Unless admitted as a Member, no Transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in this Section 13.3 . An Assignee shall be entitled to all the rights of an assignee of a Member’s Membership Interest under the Act, including the right to receive distributions from the Company and the Sharing Percentage attributable to the Membership Interests Transferred to such Assignee, and the right to Transfer the Membership Interests as provided in this Article XIII , but shall not be deemed to be a holder of Membership Interests for any other purpose under this Agreement and shall not be entitled to vote or consent with respect to such Membership Interests on any matter presented to the Members for approval (such power and right to so vote and consent, if any, remaining with the Transferor). In the event any Assignee desires to further Transfer any Membership

34

Exhibit 3.1

Interests, such Assignee shall be subject to all the provisions of this Article XIII to the same extent and in the same manner as any Member desiring to make a Transfer of Membership Interests.
SECTION 13.4     Restrictions on Hypothecation.
A Member may pledge its Class A Membership Interest to a third party lender with the consent of the Board, which will be provided within ten Business Days from such time as the Board has received a written request therefor so long as the Member requesting the consent has provided to the Company documentation satisfactory to the Board that the proposed lender has agreed to notify the Company of any default that may result in the lender becoming the owner of, or selling or otherwise disposing of, such Class A Membership Interest and has further agreed to allow the Company to purchase the Class A Membership Interest for an amount not to exceed the amount equal to the lesser of (a) the fair market value of the pledged Class A Membership Interest and (b) the indebtedness secured by such lender’s lien on the pledged Class A Membership Interest. In the event the Company exercises its right hereunder to purchase the Class A Membership Interest from the lender upon a default by the Member, such member shall lose any right it may have to designate directors, if applicable. A Member may not pledge its Class B Membership Interest (other than pursuant to the terms of the Purchase Agreement and the Escrow Agreement (as defined in the Purchase Agreement). Notwithstanding the foregoing, the Members are permitted to pledge their Membership Interests to the lenders under any credit facilities of the Partnership and any renewals, refinancings or replacements thereof.
SECTION 13.5     General Provisions Relating to Transfer of Units.
(a)    No Member may withdraw from the Company, other than as a result of a Transfer of all of such Member’s Membership Interests in accordance with this Article XIII with respect to which the Transferee becomes a Member in place of the Transferor. Except as otherwise provided in this Agreement, any Member who Transfers all of the Membership Interests held by such Member in a Transfer permitted pursuant to this Article XIII where the Transferee (i) is the Company or (ii) is admitted as a Member shall automatically cease to be a Member as of the date of consummation of such Transfer.
(b)    All distributions and allocations with respect to which the record date is before the effective date of any Transfer shall be made to the Transferor, and all distributions and allocations thereafter shall be made to the Transferee.
(c)    In addition to any other restrictions on Transfer contained herein, in no event may any Transfer or assignment of Membership Interests by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Membership Interests or (ii) in violation of Applicable Law.
SECTION 13.6     Restrictions on Transfers of Class B Membership Interest and Class C Membership Interests.
The Class B Membership Interest and Class C Membership Interests may not be Transferred except pursuant to a Permitted Transfer. After any Transfer (including any Permitted Transfer), the applicable Class B Membership Interest and Class C Membership Interest shall continue to be subject to the terms and conditions of this Agreement, unless this Agreement specifically provides otherwise. The Class C Membership Interests may subject to further restrictions on transfer pursuant to a Class C Award Agreement.
SECTION 13.7     Repurchase by the Company.
(a)    The Company shall have the right and option to purchase all, but not less than all, of the Class B Membership Interest, by delivery of a written notice (the “ Call Notice ”) to the Class B Member at

35

Exhibit 3.1

any time, and such Class B Member and such Class B Member’s Transferees (the “ Call Group ”) shall be required to sell all of the Class B Membership Interest owned by the Call Group at the time the Company exercises such option (collectively, the “ Call Securities ”), at an aggregate price equal to (i) $40,000,000, plus (ii) two times the amount of any Capital Contributions made by AIM Midstream Holdings to the Company on or after January 31, 2014, less (iii) any amounts distributed with respect to the Class B Membership Interest (the “ Call Price ”); provided , that if the Call Price equals zero, the Class B Membership Interest will be cancelled by the Company and deemed to be terminated.
(b)    If a Change of Control occurs with respect to a Class B Member, the Company shall have the right to purchase all of the Class B Membership Interest, by delivery of a Call Notice to the Class B Member at any time, and such Class B Member and the Call Group shall be required to sell the Call Securities at an aggregate price equal to the lesser of (i) the Call Price and (ii) the fair market value of the Call Securities at the time the Company exercises such option.
(c)    The closing of any purchase of Call Securities by the Company from the Call Group pursuant to this Section 13.7 shall take place at the principal office of the Company within five (5) days after the date on which the Call Notice with respect to such Call Group is given. At such closing, the members of the Call Group shall deliver to the Company, against payment for the Call Securities, certificates evidencing the Call Securities, if any and as applicable, duly endorsed with unit powers, free and clear of all Claims and Encumbrances. All of the foregoing deliveries shall be deemed to be made simultaneously and none shall be deemed completed until all have been completed.
(d)    A Class C Membership Interest may be subject to repurchase by the Company as set forth in a Class C Award Agreement.
SECTION 13.8     Tag Along.
Subject to Section 13.8(c) , no holder of Class A Membership Interest shall Transfer Class A Membership Interest to a third party without complying with the terms and conditions set forth in this Section 13.8 , as applicable.
(a)    Any of the Class A Members (each, an “ Initiating Member ”) desiring to Transfer more than fifty percent (50%) of the total Class A Membership Interest in a single transaction or a series of similar transactions, shall give not less than ten (10) Business Days prior written notice of such intended Transfer to each Class B Member and to the Company. Such notice (the “ Participation Notice ”) shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective Transferee, the amount of the Class A Membership Interest proposed to be Transferred by the Initiating Member (the “ Participation Interest ”) and the Sharing Percentage attributable thereto, the purchase price proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within five (5) Business Days following the delivery of the Participation Notice by the Initiating Member to each Class B Member and to the Company, each Class B Member shall have the right, by notice in writing to the Initiating Member and to the Company, to elect to Transfer to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Member) up to the amount of the Class B Membership Interest owned by such Class B Member (each Class B Member making such election, a “ Participating Offeree ”) as shall equal the product of (x) a fraction, the numerator of which is the aggregate Sharing Percentage attributable to the amount of Class A Membership Interest proposed to be transferred by the Initiating Members and the denominator of which is the aggregate Sharing Percentage attributable to the Class A Membership Interest owned by the Initiating Members and (y) the aggregate Sharing Percentage attributable to the Class B Membership Interest held by such Participating Offeree. The consideration to be received by the Participating Offerees in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the

36

Exhibit 3.1

deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest.
(b)    At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Initiating Member, together with all Participating Offerees, as the case may be, shall deliver to the proposed Transferee certificates evidencing the Membership Interests, if any and as applicable, to be sold, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed, and shall receive in exchange therefor the consideration to be paid or delivered by the prospective Transferee in respect of such Membership Interests as described in the last sentence of Section 13.8(a) (for the avoidance of doubt, subject to Section 13.8(d)(ii) below). In connection with any such Transfer, the Participating Offerees shall agree to the same terms and conditions as the Initiating Members.
(c)    The provisions of this Section 13.8 shall not apply to other Permitted Transfers.
(d)    This Section 13.8(d) shall apply notwithstanding anything in Section 13.8(a) through (c) or Section 13.9 to the contrary. The rights and benefits of this Section 13.8 shall accrue to the Class C Members as if they were Class B Members for all purposes of this Section 13.8 only, provided , however , that (and Section 13.9 is deemed modified to the extent inconsistent with the following):
(i) That fifty percent (50%) figure first described in Section 13.8(a) shall, for purposes of this Section 13.8(d) , instead be twenty-five percent (25%), provided , however , that such figure shall further be reduced to 10% at such time as the Members (other than the Class C Members) have received total amounts in respect of their Membership Interests (including by way of distributions and by way of consideration received in exchange for Membership Interests) equal to the Class C Payout Threshold, including with respect to the transaction in which such event occurs, and provided further that the rights and benefits of this Section 13.8 shall not apply for any Member with respect to any Transfer by a Class A Member to any Affiliate of such Class A Member;
(ii) the amount of Class B Membership Interest or Class C Membership Interest that may be Transferred by any Class B Member or Class C Member, as applicable to the purchasers in a proposed transfer described in Section 13.8(a) shall be that same proportion of all of such Class B Member’s Class B Membership Interests or such Class C Member’s Class C Membership Interests, as applicable, that the aggregate Participation Interest of all Class A Members bears to their aggregate Class A Membership Interests (but, with respect to a Class C Member, only to the extent the Class C Member’s Class C Membership Interests are then vested or would become vested in such proposed transfer, taking into account all prior transfers of Class A Membership Interests);
(iii) notwithstanding anything in the last sentence of Section 13.8(a) , in Section 13.9(d) , or otherwise herein to the contrary, the consideration to be received by all selling Members in a sale described in Section 13.8(a) or Section 13.9 shall be allocated among the Class A Membership Interests, Class B Membership Interests, and Class C Membership Interests being sold in the same proportions as if the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Membership Interests being sold were distributed without any discounts or deductions in accordance with Section 5.4 ;
(iv) notwithstanding anything in Section 13.8(a) or (b) , or Section 13.9 , to the contrary, with respect to any transaction described therein, (A) no Class B Member or Class C Member shall be required to provide any representations or warranties in connection with any Class B Membership Interests or Class C Membership Interests to be sold or otherwise other than representations, warranties relating to (i) such Member’s valid title to and ownership of the Membership Interests

37

Exhibit 3.1

being sold, free and clear of all liens, claims and encumbrances (other than those arising under applicable securities laws, this Agreement and any Class C Award Agreement), (ii) such Member’s authority, power and right to enter into and consummate such transaction, (iii) the absence of any violation, default or acceleration of any agreement to which such Member is subject or by which its assets are bound as a result of such transaction, and (iv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by such Member in connection with such transaction (and then only to the extent that the other selling Members are similarly obligated to provide similar representations, warranties and indemnities with respect to the Membership Interests which they are selling) (the representations described in clauses (i)-(iv) above are referred to as “ Seller Fundamental Reps ”), and (B); no Class B Member or Class C Member shall have joint liability with respect to any other Member, provided, however, that in the case of clauses (A) and (B) above, the Class B Members and Class C Members shall bear a pro rata amount (based on the ratio of the total proceeds received in such transaction by the Class B Member or Class C Member, as applicable, to the total proceeds received in such transaction by all selling Members) of all indemnity obligations applicable to such transaction (including all indemnity obligations relating to representations and warrantes made in respect of or regarding the Company, the Partnership or any of their Subsidiaries or any of such entities’ respective businesses or operations, but excluding any indemnity obligations relating to any breach of a Seller Fundamental Rep made by another Member), and provided further that the pro-rata indemnity obligation of a Class C Member as described in the foregoing proviso will not exceed the total proceeds received by the Class C Member in such transaction.
SECTION 13.9     Drag Along.
(a)    If one or more Class A Members elect to Transfer to any Person or Persons in a bona fide arms’-length transaction or series of related transactions more than 50% of the total Class A Membership Interest, pursuant to which each Class A Member receives the consideration in accordance with Section 13.9(d) (a “ Sale Event ”), then, upon ten (10) Business Days written notice from such Class A Members to the Class B Members and/or Class C Members, which notice shall include reasonable details of the proposed Transfer, including the proposed time and place of closing, the consideration to be received and the percentage of the Class A Membership Interest to be Transferred (the “ Sale Request ”), each Class B Member and Class C Member shall be obligated to, and shall (i) Transfer and deliver, or cause to be Transferred and delivered, to such Person the same percentage of the Class B Membership Interest or Class C Membership Interest, as applicable, held by such Member as the percentage of the Class A Membership Interest such Class A Members are Transferring in the same transaction at the closing thereof (and will deliver certificates for all of such Class B Membership Interest or Class C Membership Interest, if any and as applicable, at the closing, free and clear of all Claims and Encumbrances, together with unit powers duly endorsed); (ii) execute, deliver and agree to be bound by the terms of any agreement for the Transfer of such Class B Membership Interest or Class C Membership Interest, as applicable, and any other agreement, instrument or certificates necessary to effectuate such Transfer; provided , however , that, the terms and conditions agreed to by the Class B Members and Class C Members, as applicable, shall be substantially the same as the terms and conditions agreed to by such Class A Members, but subject to Section 13.9(d) and (e) with respect to the Class C Members.
(b)    The provisions of Section 13.9(a) shall not apply to any other Permitted Transfer.
(c)    If the Sale Event has not occurred within 90 Days of the date of the Sale Request, the provisions of Section 13.9(a) applicable to such Sale Event shall, if such Sale Event is thereafter sought to be completed, be reapplied to such Sale Event.

38

Exhibit 3.1

(d)    If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) with respect to the Class B Membership Interest only if the consideration to be received in respect of the Class B Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting relative value of the Sharing Percentage attributable to the Class B Membership Interest. If a Sale Event occurs, the Class A Members may exercise their right under Section 13.9(a) with respect to a Class C Membership Interest only if the consideration to be received in respect of the Class C Membership Interest to be sold to the prospective Transferee shall be determined based upon (i) the deemed value of the Company implied by the price to be paid by the prospective Transferee for the Sharing Percentage attributable to the Class A Membership Interest and (ii) the resulting distributions that would be made in respect of the Class C Membership Interest under Section 5.4 if the Company were dissolved pursuant to Section 12.1 and the distributions described in Section 12.2(a)(iii)(C) were all made on the date of such Transfer.
(e)     Section 13.8(d) shall apply in respect of all matters described in this Section 13.9 notwithstanding anything herein to the contrary.
SECTION 13.10     Transfer of Incentive Distribution Rights .
The Company shall not transfer any incentive distribution rights of the Partnership (the “ Incentive Distribution Rights ”) to HPIP or an Affiliate of HPIP (it being understood that members of the Partnership Group (as defined in the Partnership Agreement) shall not be considered Affiliates of HPIP for purposes of this Section 13.10) without (i) the prior written consent of AIM Midstream Holdings and each Class C Member, which consents shall not be unreasonably withheld or delayed, or (ii) offering the Class B Members and the Class C Members a right to participate in such transfer on a proportionate basis to the Class B Members’ Sharing Percentage and the Class C Members’ Sharing Percentage at the lower of (A) the price at which the Incentive Distribution Rights are being transferred to HPIP or an Affiliate of HPIP or (B) the fair market value of such Incentive Distribution Rights (it being agreed that any price of a transfer of Incentive Distribution Rights to an Affiliate of HPIP in which a third party owns an interest shall be presumed to be fair market value).
Article XIV 

 GENERAL PROVISIONS
SECTION 14.1     Offset .
Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company may be deducted from that sum before payment.
SECTION 14.2     Notices .
All notices, demands, requests, consents, approvals or other communications (collectively, “ Notices ”) required or permitted to be given hereunder or that are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile. Notice otherwise sent as provided herein shall be deemed given upon delivery of such notice:

39

Exhibit 3.1

To the Company:
American Midstream GP, LLC
c/o ArcLight Capital Partners, LLC
200 Clarendon Street, 55th Floor
Boston, MA 02117
Attention: Jake Erhard and Lucius Taylor
E-mail: jerhard@arclightcapital.com and ltaylor@arclightcapital.com
To AIM Midstream Holdings:
950 Tower Lane, Suite 800
Foster City, CA 94404
Attn: Robert B. Hellman, Jr.
Fax: (650) 854-0853
With a copy to:

Vinson & Elkins LLP
1001 Fannin
Suite 2500
Houston, TX 77002
Attention: Douglas E. McWilliams
E-mail: dmcwilliams@velaw.com
To HPIP:
High Point Infrastructure Partners, LLC
c/o ArcLight Capital Partners, LLC
200 Clarendon Street, 55th Floor
Boston, MA 02117
Attention: Jake Erhard and Lucius Taylor
E-mail: jerhard@arclightcapital.com and ltaylor@arclightcapital.com

With a copy to:

Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
Attention: Sean T. Wheeler
E-mail: sean.wheeler@lw.com
To any Class C Member:

LB3 Services
Attention: Lynn L. Bourdon III
114 Sibelius Lane
Houston, TX 77079
E-mail: llbourdon@comcast.net

40

Exhibit 3.1

SECTION 14.3     Entire Agreement; Superseding Effect .
This Agreement constitutes the entire agreement of the Members, in such capacity, relative to the formation, operation and continuation of the Company.
SECTION 14.4     Effect of Waiver or Consent .
Except as otherwise provided in this Agreement, a waiver or consent, express or implied, to or of any breach or default by any Member in the performance by that Member of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Member of the same or any other obligations of that Member with respect to the Company. Except as otherwise provided in this Agreement, failure on the part of a Member to complain of any act of any Member or to declare any Member in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Member of its rights with respect to that default until the applicable statute-of-limitations period has run.
SECTION 14.5     Amendment or Restatement .
This Agreement and the Delaware Certificate may be amended or restated only by a written instrument approved by the Board; provided , however , that the Board shall not amend or restate this Agreement without the prior written consent of the Class B Members, as the case may be, if such amendment or restatement would (i) alter the method of division of profits and losses or a method of distributions made to the Class B Members (ii) increase or extend any financial obligation or liability of the Class B Members, or (iii) materially and adversely affect the rights and privileges of the Class B Members in relation to the Class A Members under this Agreement; provided , however , that the Class B Members shall be deemed to have provided such consent with respect to any amendments to Exhibit A to reflect any adjustments made to the Class B Members’ Sharing Percentage as a result of the operation of Section 6.4(d) of the Purchase Agreement. Notwithstanding any provision of this Section 14.5 to the contrary, the Board shall not amend or restate this Agreement (or the Delaware Certificate to the extent such amendment would be inconsistent with this Agreement) without the prior written consent of the Initial Class C Member if such amendment would (i) increase or extend any financial obligation or liability of the Initial Class C Member, (ii) materially and adversely affect the rights and privileges of the Initial Class C Member in relation to the Class A Members, (iii) reduce the Sharing Percentage of the Initial Class C Member or (iv) amend the definition of Class C Payout or Class C Payout Threshold, or Section 5.5 or the definitions therein, in a manner that is materially adverse to the Initial Class C Member.
SECTION 14.6     Binding Effect .
Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Members and their respective successors and permitted assigns.
SECTION 14.7     Governing Law; Severability .
THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.  In the event of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in a limited liability company agreement (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its

41

Exhibit 3.1

entirety if this Agreement contains a provision addressing the same issue or subject matter. If any provision of this Agreement or the application thereof to any Member or circumstance is held invalid or unenforceable to any extent, (a) the remainder of this Agreement and the application of that provision to other Members or circumstances is not affected thereby, and (b) the Members shall negotiate in good faith to replace that provision with a new provision that is valid and enforceable and that puts the Members in substantially the same economic, business and legal position as they would have been in if the original provision had been valid and enforceable.
SECTION 14.8     Further Assurances .
In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.
SECTION 14.9     Waiver of Certain Rights .
Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.
SECTION 14.10     Counterparts .
This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
SECTION 14.11     Jurisdiction .
Any and all Claims arising out of, in connection with or in relation to (i) the interpretation, performance or breach of this Agreement, or (ii) any relationship before, at the time of entering into, during the term of, or upon or after expiration or termination of this Agreement, between the parties hereto, shall be brought in the courts of the State of Delaware or any federal court located in the State of Delaware or in any court of competent jurisdiction in Harris County in the State of Texas. Each party hereto unconditionally and irrevocably consents to the jurisdiction of any such court over any Claims and waives any objection that such party may have to the laying of venue of any Claims in any such court.
SECTION 14.12     Confidentiality .
The Members agree that all non-public information related to the business, financial condition or prospects of the Company, the Partnership and their Subsidiaries and Affiliates, including any information related to a prospective investment or equity issuance by the Company, the Partnership or their Subsidiaries or Affiliates, shall be considered confidential, shall be kept confidential and shall not be disclosed by a Member to any Person that is not a Member until the date that is two years after the disclosure of such confidential information by the Company or the Partnership to such Member, except such information may be disclosed by such Member: (i) to an Affiliate of such Member; (ii) to the extent such information is required to be furnished in compliance with Applicable Law, or pursuant to any legal proceedings or because of any order of any Governmental Authority binding upon such Member; (iii) to representatives, agents and counsels employed or engaged by such Member where disclosure of such information is essential to such representative’s, agent’s or counsel’s work for such Member; (iv) to a bona fide prospective transferee of such Member’s Membership Interest to the extent appropriate in order to allow the assessment of such Membership Interest (including a Person with whom a Member and/or its Affiliates are conducting bona fide negotiations directed toward a merger, consolidation or the sale of majority ownership of the Member

42

Exhibit 3.1

or an Affiliate); (v) to a bona fide prospective investor in such Member to the extent appropriate in order to allow the assessment of such investment opportunity; and (vi) to the extent such information: (a) through no fault of such Member, is, was or becomes a part of the public domain; (b) is, was or becomes available to such Member on a non-confidential basis from a source other than the Company or the Partnership, which source represents that it had the right to disseminate such information at the time it was acquired by such party; or (c) is third party non-public information that is, was or becomes available to such party from a source other than the Company or the Partnership; provided, however , that, with respect to clauses (iii), (iv) and (v) above, prior to such disclosure, the disclosing Member has obtained a written undertaking from the recipient to keep the information strictly confidential until the date that is two years after the disclosure of such confidential information by the Company or the Partnership to such Member (unless the recipient is subject to legal obligations of confidentiality providing protections similar to those set forth above). The restrictions set forth in this Section 14.12 do not apply to any disclosure made by a Member to an existing or bona fide prospective investor in such Member of the terms of its investment in the Company and the performance of that investment.

43

Exhibit 3.1

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first set forth above.

			
CLASS A MEMBER:	 	 	
 	 	 	
HIGH POINT INFRASTRUCTURE PARTNERS, LLC	
 	 	 	
By:	/s/ Daniel R. Revers	
Name:	Daniel R. Revers	
Title:	President	

			
CLASS B MEMBER:	 	 	
 	 	 	
AIM MIDSTREAM HOLDINGS, LLC	
 	 	 	
By:	/s/ Robert B. Hellman, Jr.	
Name:	Robert B. Hellman, Jr.	
Title:	Managing Partner	

			
CLASS C MEMBER	 	 	
 	 	 	
LB3 SERVICES	
 	 	 	
 	/s/ Lynn L. Bourdon III	
By:	Lynn L. Bourdon III, Partner	

[Signature Page to
Third Amended and Restated Limited Liability Company Agreement of
American Midstream GP, LLC]

Exhibit 3.1

EXHIBIT A

I.	Class A Membership Interest and Class B Membership Interest	

						
MEMBER	
CLASS A MEMBERSHIP INTEREST	CLASS B MEMBERSHIP INTEREST	

SHARING PERCENTAGE (BEFORE CLASS C PAYOUT)	CAPITAL CONTRIBUTION	
CAPITAL ACCOUNT BALANCE	
High Point Infrastructure Partners, LLC	100%	 	95%	$57,654,839	$56,050,000	
AIM Midstream Holdings, LLC	 	100%	5%	$3,034,465	$2,950,000	

* Sharing Percentages shown above are subject to reduction after Class C Payout on account of the Class C Membership Interest

		
II.	Class C Membership Interest	

	
					
MEMBER	
NUMBER OF CLASS C UNITS	

SHARING PERCENTAGE (AFTER CLASS C PAYOUT)	CAPITAL CONTRIBUTION	
CAPITAL ACCOUNT BALANCE	
LB3 Services	100	8.5%	$0.00	$0.00	

Exhibit A

Exhibit 3.1

EXHIBIT B

Directors

1.	Stephen W. Bergstrom	

2.	John F. Erhard	

3.	Donald R. Kendall, Jr.	

4.	Daniel R. Revers	

5.	Rose M. Robeson 1  	

6.	Joseph W. Sutton	

7.	Lucius H. Taylor	

8.	Gerald A. Tywoniuk 1  	

9.	Lynn L. Bourdon III (also being the Chairman of the Board, and President and Chief Executive Officer of the Company as of the date hereof)	

Exhibit B

Exhibit 10.1

CLASS C MEMBERSHIP INTEREST AWARD AGREEMENT

This CLASS C MEMBERSHIP INTEREST AWARD AGREEMENT (this “ Agreement ”) is executed and agreed to effective as of Amendment Date (as defined below) by and between American Midstream GP, LLC, a Delaware limited liability company (the “ Company ”) and LB3 Services, a Texas general partnership (the “ Grantee ”). Capitalized terms used in this Agreement but not defined in the body hereof have the meanings assigned to them in the Limited Liability Company Agreement of the Company (as amended, supplemented or restated from time to time, the “ LLC Agreement ”).
WHEREAS , as contemplated by Section 1.4 of the Employment Agreement between the Company, High Point Infrastructure Partners, LLC and Lynn L. Bourdon III (“ Lynn ”), the Grantee is a service provider of the Company (the “ Employer ”), and Lynn is an employee of the Employer;
WHEREAS , the LLC Agreement was amended on May 2, 2016 (the “ Amendment Date ”) to authorize the issuance by the Company of Class C Membership Interests in the Company to employees and service providers of the Company and its Affiliates; and
WHEREAS , subject to the terms and conditions set forth in this Agreement and the LLC Agreement, the Company desires to issue to the Grantee on the terms and conditions hereinafter set forth, and the Grantee desires to accept on such terms and conditions, the number of Class C Units (as defined below) specified herein.
NOW, THEREFORE , in consideration of the mutual promises, covenants and obligations contained herein and other good and valuable consideration, the Company and the Grantee agree as follows:
1. Issuance of Class C Membership Interest . The Company hereby issues to the Grantee a Class C Membership Interest in the Company consisting of 100 Class C Units (the “ Class C Units ”) effective as of the Amendment Date. The Class C Units are intended to constitute “profits interests” within the meaning of Revenue Procedures 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the United States Internal Revenue Service or other applicable law) and, therefore, the capital account associated with each such Class C Unit at the time of its issuance is equal to zero dollars ($0.00). The Class C Units issued by the Company to the Grantee pursuant to this Agreement are referred to herein as the “ Awarded Units .”
1.     Terms of Issuance .
(a)    The Grantee acknowledges and agrees that no provision contained in this Agreement shall entitle the Grantee to remain a service provider of, or otherwise be affiliated with, the Employer, the Company or any of their respective Affiliates for any particular period of time.
(b)    The Grantee acknowledges and agrees that the Grantee’s execution of this Agreement evidences the Grantee’s intention to be bound by the terms of the LLC Agreement, in addition to the terms of this Agreement. The Grantee further acknowledges and agrees that the Awarded Units are subject to all of the terms and restrictions applicable to Class C Membership Interests as set forth in the LLC

Exhibit 10.1

Agreement and in this Agreement. On or prior to the Amendment Date, the Grantee has executed a counterpart signature page to the LLC Agreement or a joinder agreement thereto. To the extent that any of the provisions of this Agreement (including, without limitation, Sections 4 , 5 or 6) are inconsistent with any provisions of the LLC Agreement, then the provisions of this Agreement shall govern in all cases.
(c)    The Grantee acknowledges and agrees to make a timely election under Section 83(b) of the Code in substantially the form attached hereto as Exhibit B with respect to the Awarded Units and to consult with the Grantee’s tax advisor to determine the tax consequences of filing such an election under Section 83(b) of the Code. The Grantee acknowledges that it is the Grantee’s sole responsibility, and not the responsibility of the Company, to timely file the election under Section 83(b) of the Code even if the Grantee requests the Company or any of its Affiliates or any of their respective managers, directors, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders or financial representatives) to assist in making such filing. The Grantee agrees to provide the Employer, on or before the due date for filing such election, proof that such election has been timely filed.
2.     Unvested Awarded Units . All of the Awarded Units issued pursuant to this Agreement shall initially be unvested and subject to forfeiture as provided in this Agreement (“ Unvested Awarded Units ”). Unvested Awarded Units will become Vested Awarded Units (as defined below) in accordance with the provisions of Section 4 .
3.     Vesting of Awarded Units .
(a)    Except as otherwise provided in this Section 4 , and subject to the continuous employment of Lynn with the Employer, the Company or one of their respective Affiliates (each, a “ Subject Entity ”) through the applicable vesting date, the Unvested Awarded Units will vest and become non-forfeitable and will thereupon become “ Vested Awarded Units ” in equal annual installments over a four-year period commencing on the first anniversary of the Amendment Date, subject to the other terms and conditions of this Agreement (including Section 5 ) and the LLC Agreement.
(b)    Upon (i) a Change of Control (as such term is defined in the Employment Agreement between the Lynn and the Company, effective as of December 9, 2015 (the “ Employment Agreement ”)), (ii) a GP Monetization Event, or (iii) a termination of Lynn’s employment with the Company by the Grantee for Good Reason (as defined in the Employment Agreement), then all Awarded Units issued to the Grantee that have not previously become Vested Awarded Units shall become Vested Awarded Units as of the date of such event described in clauses (i) through (iii), as applicable. For purposes of this Agreement, “ GP Monetization Event ” shall mean any substantial realization event relating to the assets or membership interests of the Company, including a majority sale, initial public offering, merger (including with American Midstream Partners, LP (“ AMID ”) but excluding transactions intended solely to change the form or jurisdiction of organization of the Company and similar transactions), and a debt recapitalization which debt recapitalization results in a Class C Payout under the LLC Agreement.
(c)    In the event of (i) Lynn’s death or (ii) termination of Lynn’s employment with the Company due to disability (as defined in the Employment Agreement), Grantee will vest for the year in

2

Exhibit 10.1

which any such event occurs plus one additional annual vesting installment, effective as of immediately prior to the date of Lynn’s death or termination due to disability.
(d)    In the event of a termination of Lynn’s employment with the Company by the Company (i) without Cause (as defined in the Employment Agreement) or (ii) for any reason or for no reason after any Notice of Non-Renewal (as defined in the Employment Agreement) has been given by the Company, Grantee will vest for the year in which any such event occurs, effective as of immediately prior to the date of such termination of employment.
(e)    For the avoidance of doubt, if Lynn’s employment with the Company is terminated by Lynn without Good Reason (as defined in the Employment Agreement) or by the Company for Cause (as defined in the Employment Agreement), no acceleration of the vesting described in Section 4(a) shall occur.
4.     Forfeiture and Repurchase of Awarded Units .
(a)    If Lynn ceases to be employed by a Subject Entity as a result of (i)  a Subject Entity’s termination of Lynn’s employment other than due to Lynn’s death or disability or (ii) Lynn’s resignation, in either case for any reason or no reason, then (x) on the date of such termination, any Unvested Awarded Units held by the Grantee (after giving effect to any acceleration of vesting under Section 4 ) shall be forfeited to the Company and the Grantee shall cease to have any rights arising from such forfeited Unvested Awarded Units and from being a holder thereof, and (y) the Company and the Grantee shall have the right (but not the obligation) for a period of 180 days after the Trigger Date (as defined below) to repurchase or sell, as applicable, in accordance with Section 6 , any or all of the Vested Awarded Units held by the Grantee on the date of such termination of employment at the Fair Market Value of such Vested Awarded Units, as applicable, determined as of the date the Company elects to repurchase or the Grantee elects to sell such Vested Awarded Units, as applicable.
(b)    The forfeiture of Awarded Units subject to the terms and conditions of this Section 5 shall occur immediately and without further action of the Employer, the Company, the Grantee or any other Person upon the termination giving rise to such forfeitures (the date of such termination being the “ Trigger Date ”).
5.     Procedure for Repurchase of Vested Awarded Units .
(a)    In order to exercise the Company’s right to repurchase any Vested Awarded Units that are subject to repurchase pursuant to Section 5 (the “ Subject Interests ”), the Company shall deliver written notice (a “ Repurchase Notice ”) to the Grantee, the Grantee’s legal representative or guardian, or the executor of the Grantee’s estate, as applicable (the “ Holder ”) no later than 180 days after the applicable Trigger Date (the “ Repurchase Period ”). Such Repurchase Notice shall identify the Subject Interests and set forth the Fair Market Value of the Subject Interests being repurchased determined as of the date the Company elects to repurchase such Subject Interests (the “ Purchase Price ”). For purposes of this Agreement, “ Fair Market Value ,” with respect to the Subject Interests as of any date, means the amount of cash proceeds the Holder would have received in respect of the Subject Interests if the Company sold all of its assets for

3

Exhibit 10.1

their respective fair market values (determined in each case herein as the amount that a willing buyer would pay to acquire such assets from, and that a willing, unrelated seller, would accept to sell such assets to, one another, neither having any obligation or compulsion to buy or sell, respectively), paid off all of its liabilities (limited with respect to any non-recourse liabilities, to the fair market value of any assets securing such liabilities) and distributed the remaining proceeds in accordance with Section 12.2(a)(iii)(C) of the LLC Agreement. The determination of Fair Market Value shall not take into account any discount due to the minority nature of any interest or lack of marketability thereof or any other similar discount. Subject to subsection (f) below, the determination of Fair Market Value shall be made by the Board reasonably and in good faith, and shall be final and binding on the Holder and the Company.
(b)    Subject to subsection (f) below, the closing of the repurchase of the Subject Interests shall occur as promptly as practicable after the Company’s delivery of a Repurchase Notice (and no later than 20 Business Days thereafter). The Purchase Price for the Subject Interests, if any, payable by the Company shall be made in cash in the form of a Company check payable to the Holder or wire transfer of immediately available funds to an account designated by the Holder. Upon the closing of the repurchase of the Subject Interests, the Subject Interests shall automatically be cancelled without further action by the Company, the Holder or any other Person (although the interests may be subject to re-issuance pursuant to the terms of the LLC Agreement).
(c)    The Holder shall execute and deliver all documentation and agreements reasonably requested by the Company to reflect a repurchase of the Subject Interests pursuant to this Agreement, but neither the failure of the Holder to execute or deliver any such documentation nor the failure of the Holder to deposit the Company’s check or accept the Company’s wire transfer shall affect the validity of a repurchase of the Subject Interests pursuant to this Agreement.
(d)    In connection with any repurchase of the Subject Interests hereunder, the Holder shall make customary representations and warranties concerning (i) such Holder’s valid title to and ownership of the Subject Interests, free of all liens, claims and encumbrances (excluding those arising under applicable securities laws), (ii) such Holder’s authority, power and right to enter into and consummate the sale of the Subject Interests, (iii) the absence of any violation, default or acceleration of any agreement to which such Holder is subject or by which its assets are bound as a result of the agreement to sell and the sale of the Subject Interests, and (iv) the absence of, or compliance with, any governmental or third party consents, approvals, filings or notifications required to be obtained or made by such Holder in connection with the sale of the Subject Interests.
(e)    Notwithstanding anything herein to the contrary, no payment shall be made under this Section 6 that would cause the Company to violate any applicable law, or any rights or preference of preferred equityholders of the Company, any banking agreement or loan or other financial covenant or cause default of any indebtedness of the Company, regardless of when such agreement, covenant or indebtedness was created, incurred or assumed. Any payment under this Section that would cause such violation or default shall result in an extension of the Repurchase Period, in the sole discretion of the Company’s Board, until such payment shall no longer cause any such violation or default and at which time the repurchase rights provided under Section 5 and Section 6 hereof may be exercised. In addition, in the event the Grantee

4

Exhibit 10.1

exercises his right to sell the Subject Interests pursuant to Section 6(g) below, the Company will not be obligated to purchase any Subject Interests if the Company determines in good faith that the Company’s liquidity position is such that the repurchase of the Subject Interests would have or reasonably be expected to result in a material negative impact on the operations or financial position of the Company. In such event, the Company’s obligation to purchase the Subject Interests shall be deferred until the Company’s liquidity position is sufficient to allow for such repurchase (a “ Repurchase Deferral ”). During any Repurchase Deferral period, the Company shall use commercially reasonable efforts to attain sufficient liquidity to allow for the applicable repurchase (the date of such repurchase constituting the “ Deferred Purchase Date ”). If there is a Repurchase Deferral, then to the extent either of the following is greater than the Purchase Price as calculated in Section 6(a), such Purchase Price shall be increased to the greater of (i) the Fair Market Value of the Subject Interests on the Deferred Purchase Date, and (ii) if there has been a GP Monetization Event during the Repurchase Deferral period, the value of the Subject Interests implied by such GP Monetization Event (or, to the extent there are multiple such events, the greatest of such implied values).
(f)    In the event the Holder disagrees with the determination of Fair Market Value made by the Board in connection with any repurchase pursuant to this Section 6 , then within 10 Business Days of receiving the Repurchase Notice, the Holder shall notify the Board in writing of the existence of a dispute. The Holder and the Board shall seek to resolve the dispute for 20 Business Days. In the event that no resolution is reached, the Board shall promptly select a nationally-recognized investment banking or valuation firm, as approved by the Holder (the “ Independent Advisor ”) to determine the Fair Market Value. The Independent Advisor shall promptly determine the Fair Market Value and shall render its decision within 20 Business Days of being selected and such decision shall be final and binding upon the parties. The purchase of the Subject Interests shall close promptly, but in no case more than 20 Business Days, after such determination. In the event that (i) the Independent Advisor’s determination of Fair Market Value is more than 10% higher than the original determination made by the Board, the Company shall pay 100% of the cost of retaining the Independent Advisor, (ii) the Independent Advisor’s determination of Fair Market Value is more than 10% lower than the original determination made by the Board, the Holder (or spouse or former spouse) shall pay 100% of the cost of retaining the Independent Advisor, and (iii) in all other instances the parties shall each pay 50% of the fees and expenses of retaining the Independent Advisor. In the event the Holder does not approve of an Independent Advisor to determine the Fair Market Value as described above, each of the Board and the Holder shall select a nationally-recognized investment banking or valuation firm, which shall then joint select a third nationally-recognized investment banking or valuation firm, which shall be the Independent Advisor.
(g)     The Holder shall have the right to sell to the Company any Subject Interests on terms and conditions that are substantially similar to that of Company having the right to repurchase the Subject Interests as otherwise described in this Section 6 , and the provisions of Section 6(a) through (f) shall apply with like effect to the Holder (as having the right to sell the Subject Interests) and the Company (as obligated to repurchase the Subject Interests should the Holder exercise such right), mutatis mutandis .

5

Exhibit 10.1

6.     Representations and Warranties of the Grantee and the Company .
(a)    The Grantee represents and warrants to the Company as follows:
(i)    Each of this Agreement and the LLC Agreement constitute legal, valid and binding obligations of the Grantee, enforceable in accordance with its respective terms, and that the execution, delivery and performance of this Agreement and the LLC Agreement by the Grantee do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Grantee is a party or by which the Grantee is bound or any judgment, order or decree to which the Grantee is subject.
(ii)    The Grantee has received all the information the Grantee considers necessary in connection with the Grantee’s execution of this Agreement and the LLC Agreement, that the Grantee has had an adequate opportunity to ask questions and receive answers from the Company and the Grantee’s independent counsel regarding the terms, conditions and limitations set forth in this Agreement and the LLC Agreement and the business, properties, prospects and financial condition of the Company and its Subsidiaries and to obtain additional information (to the extent the Company possesses such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to the Grantee or to which the Grantee had access.
(iii)    The Grantee understands that the Awarded Units are not registered under the Securities Act of 1933 (as amended, the “ Securities Act ”) on the ground that the grant provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the Securities Act pursuant to Section 4(2) thereof or pursuant to Rule 701 promulgated thereunder and cannot be disposed of unless (x) they are subsequently registered or exempted from registration under the Securities Act and (y) such disposition is permitted under this Agreement and the LLC Agreement.
(iv)    Neither the Company nor any of its Affiliates nor any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders or financial representatives) has provided any tax or legal advice to the Grantee regarding this Agreement and the Grantee has had an opportunity to receive sufficient tax and legal advice from advisors of the Grantee’s own choosing such that the Grantee is entering into this Agreement with full understanding of the tax and legal implications thereof.
(v)    The representations and warranties of the Grantee set forth in this Agreement and in the LLC Agreement are true and correct.
(b)    The Company represents and warrants to the Grantee that this Agreement and the LLC Agreement constitute legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, and that the execution, delivery and performance of this Agreement and the LLC Agreement by the Company do not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Company is a party or by which the Company is bound or any judgment, order or decree to which the Company is subject.

6

Exhibit 10.1

7.     Further Agreements . The Company and the Grantee further acknowledge and agree that, notwithstanding anything in the LLC Agreement to the contrary, (i) during the period of Lynn’s employment with the Company, the Grantee shall have the right to receive, and the Company shall provide to the Grantee, all reporting and other information made available by the Company to any Member other than the Grantee (whether Class A Member, Class B Member or otherwise), contemporaneously when made available by the Company to any such other Member, (ii) during any period when Lynn is not employed with the Company but continues to hold Class C Units, the Grantee shall have the right to receive any annual and quarterly financial statements otherwise prepared by the Company and the Company’s annual Form 1065 (or any applicable successor form) following the time of filing such form with the Internal Revenue Service and (ii) Grantee may transfer all or any portion of the Class C Units to an entity owned 100% by Grantee or for valid estate planning purposes so long as any such transferee agrees to be bound by the terms and conditions of this Agreement and the LLC Agreement.
8.     General Provisions .
(a)     Notices . For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or sent by facsimile transmission to the number, if applicable, set forth below, or sent by internationally recognized overnight or second-day courier service with proof of receipt maintained, at the following address(es) (or any other address(es) that any party may designate by written notice to the other party, in accordance herewith, except that such notice shall be effective only upon receipt):
If to the Company to :

American Midstream GP, LLC
1614 15th Street
Suite 300
Denver, CO 80202
Attention: General Counsel

with a copy to:

High Point Infrastructure Partners, LLC
c/o ArcLight Capital Partners, LLC
200 Clarendon Street, 55th Floor
Boston, MA 02117
Attention: Jake Erhard and Christine Miller

If to the Grantee to : at the last address that the Company has in its personnel records for Grantee.

Any such notice shall, if delivered personally, be deemed received upon delivery; and shall, if delivered by internationally recognized overnight or second-day courier service, be deemed received on the second Business Day after being sent.

7

Exhibit 10.1

(b)     Governing Law . THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.
(c)     Amendment and Waiver . The provisions of this Agreement may be amended or modified only with the prior written consent of the Company and the Grantee. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.
(d)     Severability . Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
(e)     Entire Agreement . The Agreement and the LLC Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. To the extent of any conflict between the provisions of this Agreement and the provisions of the LLC Agreement, the provisions of this Agreement shall control.
(f)     Counterparts . This Agreement may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
(g)     Gender and Plurals . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.
(h)     Successors and Permitted Assigns . Subject to Section 8 , neither the Class C Units nor any right of the Grantee under the Class C Units may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee (or any permitted transferee) other than by will or the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company, AMID and any of their respective Affiliates. Notwithstanding anything else in this Agreement or in the LLC Agreement (i) each Awarded Unit shall remain subject to the terms of the LLC Agreement and this Agreement (including Sections 4 , 5 and 6 , which shall be applied based on the Lynn’s employment status rather than that of any holder of the Awarded Unit), regardless of who holds such Awarded Unit, and (ii) the effect that the employment of Lynn by a Subject Entity or events related to such employment have on the rights of and restrictions on the Awarded Units, including vesting, and the rights of the Company with regard to the Awarded Units, under this Agreement and the LLC Agreement, shall not be altered by any transfer of the Awarded Units.

8

Exhibit 10.1

(i)     Rights of Third Parties . Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto and the estate, legal representative or guardian of any individual party hereto, any rights or remedies under or by reason of this Agreement.
(j)     Interpretation .    Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.
(k)     Survival of Representations, Warranties and Agreements . All representations, warranties and agreements contained herein shall survive the consummation of the transactions contemplated hereby and the termination of this Agreement.
(l)     Section 409A of the Code . The issuance of the Awarded Units is intended to be grant of a profits interest rather than a deferral of compensation pursuant to Section 409A of the Code and this Agreement and the issuance of the Awarded Units hereunder shall be construed and interpreted in accordance with such intent. Any action required by either of the parties pursuant to this Agreement will be performed in such a manner that the Awarded Units do not become subject to the provisions of Section 409A of the Code or the Treasury regulations and other interpretive guidance issued thereunder. Nothing contained herein shall be construed to provide an indemnity by the Company or any of its Affiliates against, and the Grantee shall be solely responsible for, any taxes or penalties arising in connection with the Awarded Units.
(m)     Specific Performance . The Grantee and the Company acknowledge and agree that a breach of this Agreement by the Grantee would cause irreparable harm to the Company and its Subsidiaries, and that the damages relating to any such breach may be difficult to calculate. As such, the Company shall be entitled to pursue specific performance and other equitable relief, including an injunction to prevent a breach of this Agreement, including with respect to the enforcement of the subject matter contained in Section 5 . The remedies described in this paragraph shall not be deemed to be the exclusive remedies available to the Company for a breach by the Grantee of this Agreement, but shall be in addition to all other remedies available at law or equity.
(n)     Spousal Provisions .
(i)    If the any partner in Grantee is married on the Amendment Date, then the Grantee shall cause each such partner to execute a spousal consent in the form set forth as Exhibit A hereto (the “ Spousal Consent ”) to evidence such spouse’s agreement and consent to be bound by the terms and conditions of this Agreement and the LLC Agreement as to such spouse’s direct or indirect interest, whether as community property or otherwise, if any, in the Awarded Units held by the Grantee. Notwithstanding the execution and delivery thereof, such Spousal Consent shall not be deemed to confer or convey to such spouse any rights in the Grantee’s Awarded Units that do not otherwise exist by operation of law or by agreement of the parties. If any such partner in Grantee should marry or remarry subsequent to the Amendment Date, the Grantee shall, within 30 days thereafter, obtain such new spouse’s acknowledgement of and consent to

9

Exhibit 10.1

the existence and binding effect of all restrictions contained in this Agreement and the LLC Agreement by causing such spouse to execute and deliver a Spousal Consent. If any spouse of any partner of the Grantee fails to execute the Spousal Consent as required hereunder, until such time as the Spousal Consent is duly executed by such spouse, the Grantee’s economic rights associated with the Awarded Units will be suspended and not subject to recovery.
(ii)    In the event of a property settlement or separation agreement between any partner of the Grantee and his or her spouse, to the extent any direct or indirect interest in or with respect to the Awarded Units is assigned to such partner’s spouse or former spouse, the Grantee and such partner shall use their best efforts to assign to such spouse or former spouse only the direct or indirect right to share in profits and losses, to receive distributions, and to receive allocations of income, gain, loss, deduction or credit or similar item to which the Grantee was entitled with respect to the Awarded Units.
(iii)    If a spouse or former spouse of any partner of the Grantee directly or indirectly acquires all or a portion of the Awarded Units held by the Grantee as a result of any property settlement or separation agreement, such spouse or former spouse hereby grants an irrevocable power of attorney (which will be coupled with an interest) to such partner to give or withhold such approval as such partner will himself or herself approve with respect to such matter and without the necessity of the taking of any action by any such spouse or former spouse. Such power of attorney will not be affected by the subsequent disability or incapacity of the spouse or former spouse granting such power of attorney. Furthermore, such spouse or former spouse agrees that the Company will have the option at any time to purchase all or any portion of the Awarded Units, if any, directly or indirectly acquired by such spouse or former spouse at Fair Market Value determined by the Board as of the date the Company elects to so purchase such Awarded Units.
[ Signature Page Follows ]

10

Exhibit 10.1

10IN WITNESS WHEREOF, the parties hereto have executed this Class C Membership Interest Award Agreement as of the date first written above.

	
		
AMERICAN MIDSTREAM GP, LLC	
By:	/s/ John F. Erhard	
Name:	John F. Erhard	
Title:	Director	

	
		
GRANTEE
LB3 SERVICES	
/s/ Lynn L. Bourdon III	
Lynn L. Bourdon III, Partner	

[SIGNATURE PAGE TO CLASS C MEMBERSHIP INTEREST AWARD AGREEMENT]

Exhibit 10.1

EXHIBIT A
GRANTEE PARTNER CONSENT
The undersigned, constituting all of the partners of Grantee, are fully aware of, understand and fully consent and agree to the provisions of this Agreement and the LLC Agreement and their binding effect upon any marital or community property interests they may now or hereafter own, and agree that the termination of their marital relationship for any reason shall not have the effect of removing any Awarded Units otherwise subject to this Agreement from coverage hereunder and that their awareness, understanding, consent and agreement are evidenced by their signature below.

/s/ Lynn L. Bourdon III
Lynn L. Bourdon III, Partner, LB3 Services

    
/s/ Susan Bolin Bourdon
Susan Bolin Bourdon, Partner, LB3 Services

[SIGNATURE PAGE TO CLASS C MEMBERSHIP INTEREST AWARD AGREEMENT––SPOUSAL CONSENT]

Exhibit 10.1

EXHIBIT B 
Section 83(b) Election Form
The undersigned taxpayer has received an award of a limited liability company interest (the “ Property ”) in a Delaware limited liability company. The Property is intended to constitute a “profits interest” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43. Notwithstanding the foregoing, in the event that (i) the Property constitutes a “capital interest” rather than a “profits interest” or (ii) the undersigned taxpayer disposes of the Property within two years following receipt thereof, the undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the Property at the time of transfer over the amount paid for the Property.

1.	The name, social security number and address of the undersigned (the “ Taxpayer ”), and the taxable year for which this election is being made are:	
Taxpayer’s Name:                         

Taxpayer’s Social
Security / Employer
Identification Number:           -  -         

Taxpayer’s Address:                           

Taxable Year:            Calendar Year 2016

		
2.	The Property that is the subject of this election is a Class C Membership Interest in American Midstream GP, LLC, a Delaware limited liability company (the “ Company ”), consisting of ____ Class C Units in the Company.	

3.	The Property was transferred to the Taxpayer on ______________.	

4.	Property is subject to the following restrictions: The Class C Membership Interest issued to the Taxpayer is subject to various transfer restrictions and repurchase rights and is subject to forfeiture in the event certain conditions are not satisfied as set forth in an agreement between the Taxpayer and the Company.	

Exhibit 10.1

5.	The fair market value of the Property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in Section 1.83-3(h) of the Income Tax Regulations) is zero ($0.00).	

6.	The amount paid by the Taxpayer for the Class C Units is zero ($0.00).	

7.	The amount to include in gross income is zero ($0.00).	
The undersigned taxpayer will file this election with the Internal Revenue Service office with which the taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the Property. A copy of the election also will be furnished to the person for whom the services were performed. Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the Property is transferred. The undersigned is the person performing the services in connection with which the Property was transferred.

Dated:            
Taxpayer’s Signature

2

Exhibit 99.1

OUR CASH DISTRIBUTION POLICY

Distributions of Available Cash
 
General

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the applicable record date. After payment of series A quarterly distributions (as defined below) and series C quarterly distributions (as defined below), any series A arrearage (as defined below) or series C arrearage (as defined below) and any interest thereon (“series A interest” and “series C interest,” respectively), the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.4125 per unit, which amount is defined in our partnership agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made in respect of incentive distribution rights. Until the series C coupon conversion quarter, each distribution payable in respect of the series C units will be a number of series C PIK preferred units but may, at our election, be paid in cash as further described in our partnership agreement.

Definition of Available Cash

Available cash generally means, for any quarter, all cash and cash equivalents on hand at the end of that quarter:

	
	
•    less the amount of cash reserves established by our general partner at the date of determination of available cash for that quarter to:	
 	
o    provide for the proper conduct of our business (including reserves for our future capital expenditures, anticipated future credit needs and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rate proceedings under applicable law subsequent to that quarter);	
 	
o    comply with applicable law, any of our debt instruments or other agreements; or	
 	
o    provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for common units unless it determines that the establishment of reserves will not prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter and the next four quarters);	
 	
•    plus, if our general partner so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made subsequent to the end of such quarter.	

The purpose and effect of the last bullet point above is to allow our general partner, if it so decides, to use cash from working capital borrowings made after the end of the quarter but on or before the date of determination of available cash for that quarter to pay distributions to unitholders. Under our partnership agreement, working capital borrowings are generally borrowings that are made under a credit facility, commercial paper facility or similar financing arrangement, and in all cases are used solely for working capital purposes or to pay distributions to partners, and with the intent of the borrower to repay such borrowings within 12 months with funds other than from additional working capital borrowings. The proceeds of working capital borrowings increase operating surplus and repayments of working

Exhibit 99.1

capital borrowings are generally operating expenditures (as described below) and thus reduce operating surplus when repayments are made. However, if working capital borrowings, which increase operating surplus, are not repaid during the 12-month period following the borrowing, they will be deemed repaid at the end of such period, thus decreasing operating surplus at such time. When such working capital borrowings are in fact repaid, they will not be treated as a further reduction in operating surplus because operating surplus will have been previously reduced by the deemed repayment.

Minimum Quarterly Distribution

The minimum quarterly distribution, as defined in our partnership agreement, is $0.4125 per common unit per quarter, or $1.65 on an annualized basis. Our most recent quarterly distribution will be paid on May 13, 2016 in respect of the quarter ended March 31, 2016, and will be equal to $0.4125 per common unit, or $1.65 per common unit on an annualized basis after payment of the series A quarterly distribution, any series A arrearage, and any series A interest, the establishment of cash reserves and the payment of costs and expenses, including reimbursements of expenses to our general partner. However, there is no guarantee that we will pay the minimum quarterly distribution on our units in any quarter. Even if our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is determined by our general partner, taking into consideration the terms of our partnership agreement.

Operating Surplus and Capital Surplus

General
All cash distributed to unitholders is characterized as either being paid from “operating surplus” or “capital surplus.” We treat distributions of available cash from operating surplus differently than distributions of available cash from capital surplus.

Operating Surplus

We define operating surplus as:

	
•    $11.5 million (as described below); plus	

		
•    all of our cash receipts since the closing of our initial public offering, excluding cash from interim capital transactions (as defined below); plus	

		
•    working capital borrowings made after the end of a quarter but on or before the date of determination of operating surplus for that quarter; plus	

		
•    cash distributions paid on equity issued to finance all or a portion of the construction, acquisition, development or improvement of a capital improvement or replacement of a capital asset (such as equipment or facilities) in respect of the period beginning on the date that we enter into a binding obligation to commence the construction, acquisition, development or improvement of a capital improvement or replacement of a capital asset and ending on the earlier to occur of the date the capital improvement or capital asset commences commercial service and the date that it is abandoned or disposed of; plus	

		
•    cash distributions paid on equity issued to pay the construction-period interest on debt incurred, or to pay construction-period distributions on equity issued, to finance the capital improvements or capital assets referred to above; less	

	
•    all of our operating expenditures (as defined below) since the closing of our initial public offering; less	

2

Exhibit 99.1

	
		
•    the amount of cash reserves established by our general partner to provide funds for future operating expenditures; less	

		
•    all working capital borrowings not repaid within 12 months after having been incurred, or repaid within such 12-month period with the proceeds of additional working capital borrowings.	

As described above, operating surplus does not reflect actual cash on hand that is available for distribution to our unitholders and is not limited to cash generated by operations. For example, it includes a provision that will enable us, if we choose, to distribute as operating surplus up to $11.5 million of cash we receive from non-operating sources such as asset sales, issuances of securities and long-term borrowings that would otherwise be distributed as capital surplus.

We define interim capital transactions as (i) borrowings, refinancings or refundings of indebtedness (other than working capital borrowings and items purchased on open account or for a deferred purchase price in the ordinary course of business) and sales of debt securities, (ii) sales of equity securities, (iii) sales or other dispositions of assets, other than sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business and sales or other dispositions of assets as part of normal asset retirements or replacements, (iv) the termination of commodity hedge contracts or interest rate hedge contracts prior to the termination date specified therein (provided that cash receipts from any such termination will be included in operating surplus in equal quarterly installments over the remaining scheduled life of the contract), (v) capital contributions received and (vi) corporate reorganizations or restructurings.

We define operating expenditures as all of our cash expenditures, including, but not limited to, taxes, reimbursements of expenses of our general partner and its affiliates, interest payments, payments made in the ordinary course of business under interest rate hedge contracts and commodity hedge contracts (provided that payments made in connection with the termination of any interest rate hedge contract or commodity hedge contract prior to the expiration of its stipulated settlement or termination date will be included in operating expenditures in equal quarterly installments over the remaining scheduled life of such interest rate hedge contract or commodity hedge contract), estimated maintenance capital expenditures (as discussed in further detail below), director and officer compensation, repayment of working capital borrowings and non-pro rata repurchases of our units; provided, however , that operating expenditures will not include:

	
•    repayments of working capital borrowings where such borrowings have previously been deemed to have been repaid (as described above);	

	
	
•    payments (including prepayments and prepayment penalties) of principal of and premium on indebtedness other than working capital borrowings;	

	
•    expansion capital expenditures;	
 	
•    actual maintenance capital expenditures;	

	
•    investment capital expenditures;	

		
•    payment of transaction expenses (including, but not limited to, taxes) relating to interim capital transactions;	

	
•    distributions to our partners;	

3

Exhibit 99.1

	
		
•    non-pro rata purchases of any class of our units made with the proceeds of an interim capital transaction; or	

		
•    any other payments made in connection with our initial public offering that are described in “Use of Proceeds."	

Capital Surplus

Capital surplus is defined in our partnership agreement as any distribution of available cash in excess of our cumulative operating surplus. Accordingly, except as described above, capital surplus would generally be generated by:

		
•    borrowings other than working capital borrowings;	

	
		
•    sales of our equity and debt securities; and	

		
•    sales or other dispositions of assets, other than inventory, accounts receivable and other assets sold in the ordinary course of business or as part of ordinary course retirement or replacement of assets.	

Characterization of Cash Distributions

Our partnership agreement requires that we treat all available cash distributed as coming from operating surplus until the sum of all available cash distributed since the closing of our initial public offering equals the operating surplus from the closing of our initial public offering through the end of the quarter immediately preceding that distribution. Our partnership agreement requires that we treat any amount distributed in excess of operating surplus, regardless of its source, as capital surplus. We do not anticipate that we will make any distributions from capital surplus.

Capital Expenditures

Maintenance capital expenditures are cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets, for the acquisition of existing, or the construction or development of new, capital assets or for any integrity management program) made to maintain our long-term operating income or operating capacity. We expect that a primary component of maintenance capital expenditures will include expenditures for routine equipment and pipeline maintenance or replacement due to obsolescence. Maintenance capital expenditures will also include interest (and related fees) on debt incurred and distributions on equity issued (including incremental distributions on incentive distribution rights) to finance all or any portion of the construction or development of a replacement asset that is paid in respect of the period that begins when we enter into a binding obligation to commence constructing or developing a replacement asset and ending on the earlier to occur of the date that any such replacement asset commences commercial service and the date that it is abandoned or disposed of.

Because our maintenance capital expenditures can be irregular, the amount of our actual maintenance capital expenditures may differ substantially from period to period, which could cause similar fluctuations in the amounts of operating surplus, adjusted operating surplus and cash available for distribution to our unitholders if we subtracted actual maintenance capital expenditures from operating surplus.

Our partnership agreement requires that an estimate of the average quarterly maintenance capital expenditures be subtracted from operating surplus each quarter as opposed to the actual amounts spent. The amount of estimated maintenance capital expenditures deducted from operating surplus for those periods will be determined by the board of directors of our general partner at least once a year, subject to the concurrence of the Conflicts Committee. The estimate will be made annually and whenever an event occurs that is likely to result in a material adjustment to the

4

Exhibit 99.1

amount of our maintenance capital expenditures on a long-term basis. For purposes of calculating operating surplus, any adjustment to this estimate will be prospective only.

The use of estimated maintenance capital expenditures in calculating operating surplus will have the following effects:

		
•    it will reduce the risk that maintenance capital expenditures in any one quarter will be large enough to render operating surplus less than the minimum quarterly distribution to be paid on all the common units for the quarter and subsequent quarters;	

		
•    it will increase our ability to distribute as operating surplus any cash we receive from non-operating sources; and	

		
•    it will be more difficult for us to raise our distribution above the minimum quarterly distribution and pay incentive distributions on the incentive distribution rights held by our general partner.	

Estimated maintenance capital expenditures reduce operating surplus, but expansion capital expenditures, investment capital expenditures and actual maintenance capital expenditures do not.

Expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long term. Expansion capital expenditures include interest payments (and related fees) on debt incurred and distributions on equity issued to finance the construction, acquisition or development of an improvement to our capital assets and paid in respect of the period beginning on the date that we enter into a binding obligation to commence construction, acquisition or development of the capital improvement and ending on the earlier to occur of the date that such capital improvement commences commercial service and the date that such capital improvement is abandoned or disposed of. Examples of expansion capital expenditures include the acquisition of equipment, or the construction, development or acquisition of additional pipeline or treating capacity or new compression capacity.

Capital expenditures that are made in part for expansion capital purposes and in part for other purposes will be allocated between expansion capital expenditures and expenditures for other purposes by our general partner (with the concurrence of the Conflicts Committee).

Investment capital expenditures are those capital expenditures that are neither maintenance capital expenditures nor expansion capital expenditures. Investment capital expenditures largely will consist of capital expenditures made for investment purposes. Examples of investment capital expenditures include traditional capital expenditures for investment purposes, such as purchases of securities, as well as other capital expenditures that might be made in lieu of such traditional investment capital expenditures, such as the acquisition of a capital asset for investment purposes or development of facilities that are in excess of the maintenance of our existing operating capacity or operating income, but that are not expected to expand, for more than the short term, our operating capacity or operating income.

Adjusted operating surplus is intended to reflect the cash generated from operations during a particular period and therefore excludes net drawdowns of reserves of cash established in prior periods. Adjusted operating surplus for a period consists of:

	
•    operating surplus generated with respect to that period (excluding any amounts attributable to the item described in the first bullet point under the caption “-Operating Surplus and Capital Surplus-Operating Surplus” above); less	

	
•    any net increase in working capital borrowings with respect to that period; less	

5

Exhibit 99.1

	
	
•    any net decrease in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus	

	
•    any net decrease in working capital borrowings with respect to that period; plus	

	
•    any net decrease made in subsequent periods to cash reserves for operating expenditures initially established with respect to that period to the extent such decrease results in a reduction in adjusted operating surplus in subsequent periods; plus	

	
•    any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium.	

Removal of General Partner

If the unitholders remove our general partner other than for cause and no units held by our general partner and its affiliates are voted in favor of such removal:

	
•    any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and	

	
•    our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests.	

Series A Preferred Units

Distributions

We have outstanding series A preferred units, which include both series A-1 and series A-2 units. The series A-1 units were issued in April of 2013, while the series A-2 units were issued in March of 2015. We refer to the series A-1 units and series A-2 units collectively as the series A preferred units. Series A preferred units have the right to receive cumulative distributions, in the same priority as distributions to the series C preferred units (as described below), and prior to any other distributions made in respect of any other partnership interests (the “series A quarterly distribution”) in the amounts described herein. Through and including the quarter ended March 31, 2016, the series A quarterly distribution on each outstanding series A preferred unit was paid as a number of series A PIK preferred units (as defined below) equal to (1) the series A PIK payment amount (as defined below) through the quarter ended March 31, 2014, and (2) following March 31, 2014 and through the quarter ended March 31, 2016, the series A second PIK payment amount (as defined below). With respect to all quarters beginning after March 31, 2016, the series A quarterly distribution will be paid out of available cash at the series A distribution rate (as defined below) in the same priority as cash distributions made to the series C preferred unitholders, which will be made prior to making any distributions to our general partner or common unitholders. To the extent that any portion of a series A quarterly distribution and any series C quarterly distribution with respect to any quarter paid in cash exceeds the amount of available cash for such quarter, an amount of cash equal to the available cash for such quarter will be paid to the series A preferred unitholders and to the series C preferred unitholders, pro rata, and the balance of such series A quarterly distribution will be unpaid and will become an arrearage (the “series A arrearage”) and accrue interest until paid in a future quarter.

“Series A PIK preferred units” are the additional series A preferred units issued in kind as a distribution to holders of series A preferred units.

“Series A PIK payment amount” is the number of series A PIK preferred units equal to (i) the greater of (x) $0.25 and (y) the series A distribution amount less $0.25 divided by (ii) the series A adjusted issue price. “Series A second PIK payment amount” is a number of series A PIK preferred units equal to (i) the greater of (x) $0.50 and (y) the series

6

Exhibit 99.1

A distribution amount divided by (ii) the series A adjusted issue price. “Series A adjusted issue price” is an amount equal to (i) the series A issue price, divided by (ii) the series A conversion rate, which is currently approximately 1:1.1. “Series A distribution amount” with respect to any particular quarter is the cash distribution amount for such quarter that each series A preferred unit would have received on an as-converted basis if it had been converted immediately prior to the beginning of the quarter in respect of which such distributions are being paid into the number of common units into which such series A preferred unit is convertible pursuant to Section 5.12(b)(viii) of our partnership agreement.

“Series A distribution rate” is an amount per quarter per series A preferred unit payable in arrears equal to the greater of (i) 0.023571428 multiplied by the series A adjusted issue price and (ii) the series A distribution amount.

Series B Units

In connection with the closing of the Sale and Purchase Agreement by and among Penn Virginia Oil & Gas, L.P., Ted Collins, Jr. and Plein Sud Holdings, LLC, as sellers, and American Midstream Lavaca, LLC, as buyer, dated as of December 13, 2013, we issued series B units in a private placement. All of the series B units converted into common units on a one-for-one basis on February 1, 2016.

Series C Preferred Units

Distributions

We have outstanding shares of series C preferred units. The series C preferred units were issued on April 25, 2016. Series C preferred units have the right to receive cumulative distributions in the same priority as distributions to the series A preferred units and prior to any other distributions made in respect of any other partnership interests (the “series C quarterly distribution”) in the amounts described herein. Through and including the quarter ending immediately prior to the series C coupon conversion quarter (as defined below) (such series C quarterly distribution, the “series C pre-conversion distribution”), the series C quarterly distribution on each outstanding series C preferred unit will be a number of series C PIK preferred units (as defined below) equal to the series C PIK payment amount (as defined below). In our general partner’s discretion, the series C pre-conversion distribution may instead be paid as an amount in cash equal to the series C distribution rate (as defined below). With respect to the series C coupon conversion quarter and all quarters thereafter, the series C quarterly distributions will be paid entirely in cash at the series C distribution rate (as defined below). If all or any portion of a series C quarterly distribution is to be paid in cash, then the aggregate amount of such cash to be distributed in respect of the series C preferred units outstanding will be paid out of available cash in the same priority as any cash distributions made to Series A preferred unitholders, which will be made prior to any distributions to our general partner or common unitholders. To the extent that any portion of a series A quarterly distribution and series C quarterly distribution paid in cash with regard to any quarter exceeds the amount of available cash for such quarter, an amount of cash equal to the available cash for such quarter will be paid to the series C preferred unitholders and the series A preferred unitholders, pro rata, and the balance of such series C quarterly distribution will be unpaid and will become an arrearage (the “series C arrearage”) and accrue interest until paid in a future quarter.

The “series C coupon conversion quarter” is the earlier of (1) the quarter beginning July 1, 2017 and (2) the date on which common units are issued in respect of a conversion of the series C preferred units, which occurs at the election of the holders.

“Series C PIK preferred units” are the additional series C preferred units issued in kind as a distribution to holders of series C preferred units.

“Series C PIK payment amount” is the number of series C PIK preferred units equal to (i) the series C distribution rate (as defined below) divided by (ii) the series C adjusted issue price. “Series C adjusted issue price” is an amount equal to (i) the series C issue price, divided by (ii) the series C conversion rate, which is currently 1:1. “Series C distribution amount” with respect to any particular quarter is the cash distribution amount for such quarter that each series C preferred unit would have received on an as-converted basis if it had been converted to common units immediately prior to the beginning of such quarter.

7

Exhibit 99.1

“Series C distribution rate” is the amount per quarter per series C preferred unit payable in arrears equal to the greater of (i) $0.4125 and (ii) the series C distribution amount.

Distributions of Available Cash from Operating Surplus Following Series A and Series C Quarterly Distributions

We will make distributions of available cash from operating surplus for any quarter, after paying the series A quarterly distribution and the series C quarterly distribution, and any series A arrearage, series A interest, series C arrearage or series C interest, in the following manner:

	
		
 	first , 98.662% to the common unitholders and 1.338% to our general partner, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter;	
 	 	
 	second , 98.662% to the common unitholders and 1.338% to our general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters; and	
 	 	
 	thereafter , in the manner described in “-General Partner Interest and Incentive Distribution Rights” below.	

The preceding discussion is based on the assumptions that our general partner maintains its 1.338% general partner interest, that we do not issue additional classes of equity securities and that we do not pay distributions in respect of the series C preferred units in series C PIK preferred units.

General Partner Interest and Incentive Distribution Rights

Our partnership agreement provides that, after paying the series A quarterly distribution and the series C quarterly distribution, and any series A arrearage, series A interest, series C arrearage and series C interest, our general partner initially is entitled, with respect to its general partner interest, to 1.338% of all distributions that we make prior to our liquidation. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us in order to maintain its 1.338% general partner interest if we issue additional units. Our general partner’s 1.338% interest, and the percentage of our cash distributions to which it is entitled from such 1.338% interest, will be proportionately reduced if we issue additional units in the future and our general partner does not contribute a proportionate amount of capital to us in order to maintain its 1.338% general partner interest. Our partnership agreement does not require that our general partner fund its capital contribution with cash. It may instead fund its capital contribution by the contribution to us of common units or other property.

Incentive distribution rights represent the right to receive 48.0% of quarterly distributions of available cash from operating surplus after payment of the series A quarterly distribution and the series C quarterly distribution, and any series A arrearage, series A interest, series C arrearage and series C interest. Our general partner holds 100% of our incentive distribution rights.

The following discussion assumes that our general partner maintains its 1.338% general partner interest and that there are no arrearages on common units.

If for any quarter:

•	we have distributed available cash from operating surplus on outstanding series A preferred units and series C preferred units in an amount equal to the series A quarterly distribution and the series C quarterly distribution, respectively;	

•	we have distributed available cash from operating surplus on outstanding series A preferred units and series C preferred units in an amount necessary to eliminate any series A arrearage and series C arrearage, respectively, and series A interest and series C interest, respectively;	

8

Exhibit 99.1

		
•	we have distributed available cash from operating surplus to the common unitholders until the common units have received an amount equal to the minimum quarterly distribution; and	

•	we have distributed available cash from operating surplus on outstanding common units until the common units have received an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;	

then, we will distribute any additional available cash from operating surplus for that quarter among the unitholders and our general partner in the following manner:

	
	
•    50.662% to the common unitholders, 1.338% to our general partner, and 48.0% to our general partner as the holder of our incentive distribution rights.	

The preceding discussion is based on the assumption that our general partner maintains its 1.338% general partner interest, that we do not issue additional classes of equity securities and that we do not pay distributions in respect of the series C preferred units in series C PIK preferred units.

Percentage Allocations of Available Cash from Operating Surplus

The following table illustrates the percentage allocations of available cash from operating surplus after payment of the series A quarterly distribution, series C quarterly distribution, and any series A arrearage, series C arrearage, series A interest and series C interest, between the unitholders, our general partner, and the holders of our incentive distribution rights based on the minimum quarterly distribution amount as of the date hereof. The amounts set forth under “Marginal Percentage Interest in Distributions After Payment of the Series A and Series C Preferred Distribution” are the percentage interests of our general partner, incentive distribution right holders, series A preferred unitholders, series C preferred unitholders and common unitholders in any available cash from operating surplus we distribute in respect of the corresponding amount in the column “Total Quarterly Distribution Per Unit Amount.” The percentage interests shown for our general partner, incentive distribution right holders, series A preferred unitholders, series C preferred unitholders and common unitholders for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for our general partner include its 1.338% general partner interest and assume that our general partner has contributed any additional capital necessary to maintain its 1.338% general partner interest. This table further assumes that (i) there are no arrearages on common units, (ii) there has been no conversion of the series A preferred units or the series C preferred units, and (iii) distributions are made prior to the series C coupon conversion quarter.

	

 	 	Marginal Percentage Interest in Distributions After Payment of the Series A and Series C Preferred Distribution	
 	Total Quarterly
Distribution
Per Unit Amount	Common Unitholders	Series A
Preferred
Unitholder(1)	Series C Preferred Unitholder(2)	General
Partner	Incentive
Distribution
Right Holders	
Minimum Quarterly Distribution	0.4125	98.662%	—	—	1.338%	—	
Thereafter	Above $0.4125	50.662%	—	—	1.338%	48.000%	

9

Exhibit 99.1

	
		
(1)	Series A preferred units are, as of May 6, 2016, held by High Point Infrastructure Partners, LLC (“HPIP”) and Magnolia Infrastructure Partners, LLC (“Magnolia”). This table assumes payment of the pre-conversion distribution is not included in the calculation of the marginal percentage interest in distributions.	
(2)	Series C preferred units are, as of May 6, 2016, held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”). This table assumes payment of the pre-conversion distribution is not included in the calculation of the marginal percentage interest in distributions.	

Right to Reset Incentive Distribution Levels

The holders of a majority in interest of the incentive distribution rights have the right under our partnership agreement, without approval of our unitholders, to reset at a higher level the minimum quarterly distribution at any time when the general partner concurs that the partnership has made a distribution on common units exceeding 150% of the minimum quarterly distribution for each of the four consecutive fiscal quarters immediately preceding such time and the amount of each such distribution does not exceed the adjusted operating surplus for such quarter. The reset minimum quarterly distribution amount will be higher than the minimum quarterly distribution amount prior to the reset such that holders of our incentive distribution rights will not receive any incentive distributions until cash distributions per unit following this event increase as described below. We anticipate that holders of our incentive distribution rights would exercise this reset right in order to facilitate acquisitions or internal growth projects that would otherwise not be sufficiently accretive to cash distributions per common unit, taking into account the existing levels of incentive distribution payments being made.

In connection with the resetting of the minimum quarterly distribution amount and the corresponding relinquishment by the holders of our incentive distribution rights based on the minimum quarterly distribution prior to the reset, the holders of our incentive distribution rights will be entitled to receive a number of newly issued common units based on a predetermined formula described below that takes into account the “cash parity” value of the average cash distributions received by holders of our incentive distribution rights for the two quarters immediately preceding the reset event as compared to the average cash distributions per common unit during that two-quarter period. Our general partner will be issued the number of general partner units necessary to maintain our general partner’s interest in us immediately prior to the reset election.

The number of common units that holders of our incentive distribution rights would be entitled to receive from us in connection with a resetting of the minimum quarterly distribution amount then in effect would be equal to the quotient determined by dividing (x) the average aggregate amount of cash distributions received by the holders of our incentive distribution rights in respect of their incentive distribution rights during the two consecutive fiscal quarters ended immediately prior to the date of such reset election by (y) the average of the amount of cash distributed per common unit during each of these two quarters.

Following a reset election, the minimum quarterly distribution amount will be reset to an amount equal to the average cash distribution amount per common unit for the two fiscal quarters immediately preceding the reset election (which amount we refer to as the “reset minimum quarterly distribution”) such that we would distribute all of our available cash from operating surplus for each quarter thereafter as follows:

		
 	first , to the holders of series A preferred units and the series C preferred units, the series A quarterly distribution and the series C quarterly distribution, any series A arrearage and series C arrearage and any series A interest and series C interest, respectively;	

		
 	second , 98.662% to the common unitholders, and 1.338% to our general partner, until we distribute for each outstanding common unit an amount equal to the reset minimum quarterly distribution for that quarter;	

		
 	third , 98.662% to the common unitholders, and 1.338% to our general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the reset minimum quarterly distribution for the quarter; and	

10

Exhibit 99.1

	
		
 	thereafter , 50.662% to the common unitholders, 1.338% to our general partner, and 48.0% to the holders of our incentive distribution rights.	

The preceding discussion is based on the assumption that our general partner maintains its 1.338% general partner interest, that we do not issue additional classes of equity securities and that we do not pay distributions in respect of the series C preferred units in series C PIK preferred units.

The following table illustrates the percentage allocation of available cash from operating surplus after payment of the series A quarterly distribution and the series C quarterly distribution, any series A arrearage and series C arrearage, series A interest and series C interest, respectively, between the unitholders, our general partner and holders of our incentive distribution rights based on the minimum quarterly distribution amount as of the date hereof (i) pursuant to the cash distribution provisions of our partnership agreement currently in effect, as well as (ii) following a hypothetical reset of the minimum quarterly distribution based on the assumption that the average quarterly cash distribution amount per common unit during the two fiscal quarters immediately preceding the reset election was $0.65. This table assumes that (i) there are no arrearages on common units, (ii) there has been no conversion of the series A preferred units or the series C preferred units, and (iii) any distributions are made prior to the series C coupon conversion quarter.

	
								
 	 	 	Marginal Percentage
Interest in Distributions After Payment of the
Series A and Series C Preferred Distribution	 	
 	Total Quarterly
Distribution
Per Unit Amount	Common
Unitholders	Series A
Preferred
Unitholder(1)	Series C
Preferred
Unitholder (2)	General
Partner	Incentive
Distribution
Right Holders	Quarterly
Distributions per
Unit Following
Hypothetical Reset	
Minimum Quarterly Distribution	0.4125	98.662%	—	—	1.338%	—	0.65	
Thereafter	Above $0.4125	50.662%	—	—	1.338%	48.000%	Above $0.65	

		
(1)	Series A preferred units are, as of May 6, 2016, held by HPIP and Magnolia. This table assumes payment of the pre-conversion distribution is not included in the calculation of the marginal percentage interest in distributions.	
(2)	Series C preferred units are, as of May 6, 2016, held by Magnolia Holdings. This table assumes payment of the pre-conversion distribution is not included in the calculation of the marginal percentage interest in distributions.	

The following table illustrates the total amount of available cash from operating surplus after payment of the series A quarterly distribution and series C quarterly distribution, any series A arrearage and series C arrearage, series A interest and series C interest, respectively, that would be distributed to the common, our general partner, and holders of our incentive distribution rights, based on an average of the amounts distributed each quarter for the two quarters immediately prior to the reset. The table assumes that immediately prior to the reset there would be 30,896,502 common units outstanding, 9,499,370 series A preferred units outstanding, 8,571,429 series C preferred units outstanding, our general partner has maintained its 1.338% general partner interest, and the average distribution to each common unit would be $0.65 for the two quarters prior to the reset. It further assumes that (i) there are no arrearages on common units, (ii) there has been no conversion of the series A preferred units, and (iii) any distributions are made prior to the series C coupon conversion quarter.

11

Exhibit 99.1

	
																				
 	Quarterly
Distribution
Per Unit
Prior to Reset	Cash
Distributions
to Common
Unitholders
Prior to Reset	Cash
Distributions
to Series A Preferred
Unitholders
Prior to Reset	Cash
Distributions
to Series C Preferred
Unitholders
Prior to Reset	Cash
Distribution to
General Partner
in Respect of
General Partner
Interest
Prior to Reset	Cash
Distributions
in Respect
of Incentive
Distribution
Rights
Prior to Reset	Total
Distributions
Prior to Reset	
Minimum Quarterly Distribution	Up to $0.4125	$	12,744,807		$	—		$	—		$	172,833		$	—		$	12,917,640		
Thereafter	Above $0.4125	7,337,919		—		—		193,791		6,952,348		14,484,058		
 	 	$	20,082,726		$	—		$	—		$	366,624		$	6,952,348		$	27,401,698		

		
(1)	Series A preferred units are, as of May 6, 2016, held by HPIP and Magnolia. This table does not include payment of the pre-conversion distribution.	
(2)	Series C preferred units are, as of May 6, 2016, held by Magnolia Holdings. This table assumes payment of the pre-conversion distribution is not included in the calculation of the marginal percentage interest in distributions.	

The following table illustrates the total amount of available cash from operating surplus after payment of the series A quarterly distribution and the series C quarterly distribution, any series A arrearage and series C arrearage, series A interest and series C interest, respectively, that would be distributed to the unitholders, our general partner, and holders of our incentive distribution rights, with respect to the quarter in which the reset occurs. The table reflects that, as a result of the reset, there would be 41,592,422 common units outstanding, 9,499,370 series A preferred units outstanding, 8,571,429 series C preferred units outstanding, our general partner’s 1.338% interest has been maintained, and the average distribution to each common unit would be $0.65. The number of common units to be issued to holders of our incentive distribution rights upon the reset was calculated by dividing (i) the average of the amounts received by the holders of our incentive distribution rights in respect of their incentive distribution rights for the two quarters prior to the reset as shown in the table above, or $6,952,348, by (ii) the average available cash distributed on each common unit for the two quarters prior to the reset as shown in the table above, or $0.65. This table assumes that (i) there are no arrearages on common units and (ii) there has been no conversion of the series A preferred units or series C preferred units.

	
																							
 	Quarterly
Distribution
Per Unit
After Reset	Cash
Distributions
to Common
Unitholders
Other than
Common
Units
issued to
Holders of
Incentive
Distribution
Rights
After Reset	Cash
Distribution
in Respect
of General Partner
Interest
After Reset	Cash
Distributions
to Series A
Preferred
Unitholders
After Reset(1)	Cash
Distributions
to Series C
Preferred
Unitholders
After Reset(2)	Cash
Distributions
in Respect of
Incentive Distribution
Rights
After Reset	Cash
Distributions
on Common
Units Issued
to Holders
of Incentive
Distribution
Rights in
Connection with Reset	Total
Distributions
After Reset	
Minimum Quarterly Distribution	Up to $0.65	$	20,082,726		$	366,624		$	—		$	—		$	—		$	6,952,348		$	27,401,698		
Thereafter	Above $0.65	—		—		—		—		—		—		—		
 	 	$	20,082,726		$	366,624		$	—		$	—		$	—		$	6,952,348		$	27,401,698		

		
(1)	Series A preferred units are, as of May 6, 2016, held by HPIP and Magnolia. This table does not include payment of the pre-conversion distribution.	

12

Exhibit 99.1

	
		
(2)	Series C preferred units are, as of May 6, 2016, held by Magnolia Holdings. This table assumes payment of the pre-conversion distribution is not included in the calculation of the marginal percentage interest in distributions.	

Holders of a majority in interest of our incentive distribution rights will be entitled to cause the minimum quarterly distribution amount to be reset on more than one occasion, provided that they may not make a reset election except at a time when we have made cash distributions to the holders of the common units in amounts exceeding 150% of the minimum quarterly distributions for the immediately preceding four consecutive fiscal quarters and the amount of each such distribution does not exceed the adjusted operating surplus for such quarter.

Distributions from Capital Surplus

How Distributions from Capital Surplus Will Be Made

We will make distributions of available cash from capital surplus, if any, in the following manner:

		
 	first , to the holders of series A preferred units and the series C preferred units, the series A quarterly distribution and the series C quarterly distribution, any series A arrearage and series C arrearage and series A interest and series C interest, respectively;	
 	 	
 	second , 98.662% to all unitholders, pro rata, and 1.338% to our general partner, until the minimum quarterly distribution has been reduced to zero, under a formula based on the ratio of the distribution to the fair market value of the common units immediately prior to the announcement of the distribution;	
 	 	
 	third , 98.662% to the common unitholders, and 1.338% to our general partner, until we distribute for each outstanding common unit, an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and	
 	 	
 	thereafter , as if they were from operating surplus.	

The preceding discussion is based on the assumptions that our general partner maintains its 1.338% general partner interest, that we do not issue additional classes of equity securities and that we do not pay distributions in respect of the series C preferred units in series C PIK preferred units.

Because distributions of capital surplus will reduce the minimum quarterly distribution after any of these distributions are made, it may be easier for our general partner to receive incentive distributions.

Adjustment to the Minimum Quarterly Distribution

In addition to adjusting the minimum quarterly distribution to reflect a distribution of capital surplus, if we combine our units into fewer units or subdivide our units into a greater number of units, we will proportionately adjust the minimum quarterly distribution and the number of general partner units comprising the general partner interest.

For example, if a two-for-one split of the common units should occur, the minimum quarterly distribution would be reduced to 50% of its initial level. We will not make any adjustment by reason of the issuance of additional units for cash or property.

In addition, if legislation is enacted or if existing law is modified or interpreted by a governmental authority, so that we become taxable as a corporation or otherwise subject to taxation as an entity for federal, state or local income tax purposes, our partnership agreement specifies that the minimum quarterly distribution for each quarter may be reduced by multiplying the applicable minimum quarterly distribution by a fraction, the numerator of which is available cash for that quarter and the denominator of which is the sum of available cash for that quarter plus our general partner’s estimate of our aggregate liability for the quarter for such income taxes payable by reason of such legislation or

13

Exhibit 99.1

interpretation. To the extent that the actual tax liability differs from the estimated tax liability for any quarter, the difference will be accounted for in subsequent quarters.

Distributions of Cash Upon Liquidation

General

If we dissolve in accordance with our partnership agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will first apply the proceeds of liquidation to the payment of our creditors. Next, we will distribute proceeds to the holder of series A preferred units and series C preferred units, prior and in preference to any distribution of assets to our general partner and common unitholders, the positive value in such series A unitholder’s or series C preferred unitholder’s capital account in respect of its series A preferred units or series C preferred units, as applicable. We will distribute any remaining proceeds to the common unitholders and our general partner in accordance with their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of our assets in liquidation.

Manner of Adjustments for Gain

The manner of the adjustment for gain is set forth in our partnership agreement. We will generally allocate any gain to our partners in the following manner:

		
 	first , to our general partner to the extent of the negative balance in its capital account, if any;	
 	 	
 	second , to the holders of series A preferred units and the series C preferred units, pro rata, until the capital account in respect of each outstanding series A preferred unit and series C preferred unit is equal to the series A liquidation value of such series A preferred unit and the series C liquidation value of such series C preferred unit, respectively, as defined in our partnership agreement;	
 	 	
 	third , 98.662% to the common unitholders, and 1.338% to our general partner, until the capital account for each common unit is equal to the sum of: (1) the unrecovered initial unit price (i.e., the initial public offering price less any distributions of capital surplus per unit); (2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs with respect to such common unit for such quarter, reduced by any distribution of the minimum quarterly distribution with respect to such common unit; and (3) any unpaid arrearages in payment of the minimum quarterly distribution;	
 	 	
 	thereafter , 50.662% to all unitholders (including holders of series A preferred units and series C preferred units), pro rata, 1.338% to our general partner and 48% to the holders of our incentive distribution rights.	

The percentages set forth above are based on the assumption that our general partner has not transferred its incentive distribution rights, that we do not issue additional classes of equity securities and that we do not pay distributions in respect of the series C preferred units in series C PIK preferred units.

Manner of Adjustments for Losses

We will generally allocate any loss to our general partner and unitholders in the following manner:

		
 	first , 98.662% to the holders of common units in proportion to the positive balances in their capital accounts and 1.338% to our general partner, until the capital accounts of the common unitholders have been reduced to zero;	

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Exhibit 99.1

	
		
 	second , 98.662% to all unitholders (including holders of series A preferred units and the series C preferred units), pro rata, and 1.338% to our general partner, provided that such loss shall not be allocated in this manner to the extent such allocation would cause any unitholder to have a deficit balance in its adjusted capital account;	

		
 	third , to the holders of series A preferred units and series C preferred units, pro rata, until the capital accounts of the series A preferred unitholders and the series C preferred unitholders have been reduced to zero, respectively; and	

		
 	thereafter , 100.0% to our general partner.	

Adjustments to Capital Accounts

Our partnership agreement requires that we make adjustments to capital accounts upon the issuance of additional units. In this regard, our partnership agreement specifies that we allocate any unrealized and, for tax purposes, unrecognized gain resulting from the adjustments to the unitholders and the general partner in the same manner as we allocate gain upon liquidation. In the event that we make positive adjustments to the capital accounts upon the issuance of additional units, our partnership agreement requires that we generally allocate any later negative adjustments to the capital accounts resulting from the issuance of additional units or upon our liquidation in a manner which results, to the extent possible, in the partners’ capital account balances equaling the amount which they would have been if no earlier positive adjustments to the capital accounts had been made. In contrast to the allocations of gain, and except as provided above, we generally will allocate any unrealized and unrecognized loss resulting from the adjustments to capital accounts upon the issuance of additional units to the unitholders and our general partner based on their respective percentage ownership of us.

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Exhibit 99.1

THE PARTNERSHIP AGREEMENT

The following is a summary of the material provisions of our partnership agreement. We will provide prospective investors with a copy of our partnership agreement upon request at no charge.

We summarize the following provisions of our partnership agreement elsewhere:

		
 	with regard to distributions of available cash, please read “Our Cash Distribution Policy;”	

		
 	with regard to the transfer of common units, please read “Description of the Common Units-Transfer of Common Units;” and	

		
 	with regard to allocations of taxable income and taxable loss, please read “Material U.S. Federal Income Tax Consequences.”	

Organization and Duration

We were organized in August 2009 and have a perpetual existence.

Purpose

Our purpose under our partnership agreement is limited to any business activities that are approved by our general partner and in any event that lawfully may be conducted by a limited partnership organized under Delaware law; provided that our general partner may not cause us to engage, directly or indirectly, in any business activity that our general partner determines would cause us to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes.

Although our general partner has the power to cause us, our operating company and its subsidiaries to engage in activities other than the business of gathering, compressing, treating and transporting natural gas, fractionating NGLs, gathering and transporting crude oil, and storing specialty chemical and petroleum products, our general partner has no current plans to do so and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interests of us or the limited partners. Our general partner is generally authorized to perform all acts it determines to be necessary or appropriate to carry out our purposes and to conduct our business.

Cash Distributions

Our partnership agreement specifies the manner in which we will make cash distributions to holders of our common units, series A preferred units, series C preferred units, incentive distribution rights and other partnership securities as well as to our general partner in respect of its general partner interest and incentive distribution rights. For a description of these cash distribution provisions, please read “Our Cash Distribution Policy.”

Capital Contributions

Unitholders are not obligated to make additional capital contributions, except as described below under “-Limited Liability.”

For a discussion of our general partner’s right to contribute capital to maintain its 1.338% general partner interest if we issue additional units, please read “-Issuance of Additional Securities.”

Voting Rights

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Exhibit 99.1

The following is a summary of the unitholder vote required for approval of the matters specified below. Matters that require the approval of a “unit majority” require the approval of a majority of the outstanding common units and, to the extent there are any outstanding, series A preferred units and series C preferred units, voting together with the common units as a single class on an as converted basis. Except as provided in our partnership agreement, the outstanding series A preferred units and series C preferred units will have voting rights identical to the voting rights of the common units and will vote with the common units as a single class, so that each outstanding series A preferred unit or series C preferred unit will be entitled to one vote for each common unit into which such series A preferred unit or series C preferred unit is then convertible on each matter with respect to which each common unit is entitled to vote. In addition, (i) the affirmative vote of a majority of the outstanding series A preferred units, voting separately as a class on a basis of one vote per series A preferred unit, will be necessary to approve any matter, or to take any action (including entry into a merger, consolidation or business combination), that adversely affects any of the rights, preferences and privileges of the series A preferred units or amends or modifies any terms of the series A preferred units, subject to certain limitations and exceptions as set forth in the partnership agreement, and (ii) the affirmative vote of a majority of the outstanding series C preferred units, voting separately as a class on a basis of one vote per series C preferred unit, will be necessary to approve any matter, or to take any action (including entry into a merger, consolidation or business combination), that adversely affects any of the rights, preferences and privileges of the series C preferred units or amends or modifies any terms of the series C preferred units, subject to certain limitations and exceptions as set forth in the partnership agreement

In voting their common units, series A preferred units and series C preferred units, our general partner and its affiliates will have no fiduciary duty or obligation whatsoever to us or our limited partners, including any duty to act in good faith or in the best interests of us and our limited partners.

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Exhibit 99.1

	

Issuance of additional units	 	No approval right.	
 	 	 	
Amendment of our partnership agreement	 	Certain amendments may be made by our general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read “-Amendment of Our Partnership Agreement.”	
 	 	 	
Merger of our partnership or the sale of all or substantially all of our assets	 	Unit majority in certain circumstances. Please read “-Merger, Sale or Other Disposition of Assets.”	
 	 	 	
Dissolution of our partnership	 	Unit majority. Please read “-Termination and Dissolution.”	
 	 	 	
Continuation of our business upon dissolution	 	Unit majority. Please read “-Termination and Dissolution.”	
 	 	 	
Withdrawal of our general partner	 	Under most circumstances, the approval of a majority of the common units, excluding common units held by our general partner and its affiliates, is required for the withdrawal of our general partner prior to June 30, 2021 in a manner that would cause a dissolution of our partnership. Please read “-Withdrawal or Removal of Our General Partner.”	
 	 	 	
Removal of our general partner	 	Not less than 662/3% of the outstanding units, voting as a single class, including units held by our general partner and its affiliates, and prior to August 9, 2018, so long as the holders of incentive distribution rights as of the date of our partnership agreement, together with their affiliates, continue to own a majority of the incentive distribution rights, the holders of a majority of the incentive distribution rights. Please read “-Withdrawal or Removal of Our General Partner.”	

Transfer of our general partner interest	 	
Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our unitholders to an affiliate or another person in connection with its merger, consolidation or conversion with or into, or sale of all or substantially all of its assets to, such person. The approval of a majority of the outstanding common units, series A preferred units and series C preferred units, excluding common units, series A preferred units and series C preferred units, held by our general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to June 30, 2020. Please read “-Transfer of General Partner Interest.”	
 	 	 	
Transfer of incentive distribution rights	 	No approval right. Please read “-Transfer of Preferred Units and Incentive Distribution Rights.”	
 	 	 	
Transfer of ownership interests in our general partner	 	No approval required at any time. Please read “-Transfer of Ownership Interests in Our General Partner.”	

Limited Liability

Assuming that a limited partner does not participate in the control of our business within the meaning of the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”), and that it otherwise acts in conformity with the provisions of our partnership agreement, its liability under the Delaware Act will be limited, subject to possible

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Exhibit 99.1

exceptions, to the amount of capital it is obligated to contribute to us for its common units plus its share of any undistributed profits and assets. If it were determined, however, that the right of, or exercise of the right by, the limited partners as a group:

•	to remove or replace our general partner;	
		
•	to approve some amendments to our partnership agreement; or	
		
•	to take other action under our partnership agreement;	

constituted “participation in the control” of our business for the purposes of the Delaware Act, then the limited partners could be held personally liable for our obligations under the laws of Delaware, to the same extent as our general partner. This liability would extend to persons who transact business with us who reasonably believe that a limited partner is a general partner. Neither our partnership agreement nor the Delaware Act specifically provides for legal recourse against our general partner if a limited partner were to lose limited liability through any fault of our general partner. While this does not mean that a limited partner could not seek legal recourse, we know of no precedent for such a claim in Delaware case law.

Under the Delaware Act, a limited partnership may not make a distribution to a partner if, after the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of the assets of the limited partnership. For the purpose of determining the fair value of the assets of a limited partnership, the Delaware Act provides that the fair value of property subject to liability for which recourse of creditors is limited will be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds the nonrecourse liability. Under the Delaware Act, upon the winding up of a limited partnership, assets are distributed first to creditors in respect of the liabilities of the limited partnership (other than liabilities for which reasonable provision has been made by the partnership and liabilities for distributions to partners and former partners), second (unless the partnership agreement provides otherwise) to partners and former partners in satisfaction of liabilities for distributions under the Delaware Act, and finally (unless the partnership agreement provides otherwise) to partners, first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share distributions. The Delaware Act provides that a limited partner who receives a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware Act including, but not limited to, a distribution paid in connection with a winding up of the Partnership in violation of the Delaware Act, will be liable to the limited partnership for the amount of the distribution for three years. Under the Delaware Act, a substituted limited partner of a limited partnership is liable for the obligations of its assignor to make contributions to the partnership, except that such person is not obligated for liabilities unknown to it at the time it became a limited partner and that could not be ascertained from the partnership agreement.

Our subsidiaries conduct business primarily in multiple states and we may have subsidiaries that conduct business in additional states in the future. Maintenance of our limited liability as a member of our operating company may require compliance with legal requirements in the jurisdictions in which our operating company conducts business, including qualifying our subsidiaries to do business there.

Limitations on the liability of members or limited partners for the obligations of a limited liability company or limited partnership have not been clearly established in many jurisdictions. If, by virtue of our ownership interest in our operating company or otherwise, it were determined that we were conducting business in any state without compliance with the applicable limited partnership or limited liability company statute, or that the right or exercise of the right by the limited partners as a group to remove or replace our general partner, to approve some amendments to our partnership agreement, or to take other action under our partnership agreement constituted “participation in the control” of our business for purposes of the statutes of any relevant jurisdiction, then the limited partners could be held personally liable for our obligations under the law of that jurisdiction to the same extent as our general partner under the circumstances. We will operate in a manner that our general partner considers reasonable and necessary or appropriate to preserve the limited liability of the limited partners.

Issuance of Additional Securities

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Exhibit 99.1

Our partnership agreement authorizes us to issue an unlimited number of additional partnership securities for the consideration and on the terms and conditions determined by our general partner without the approval of our limited partners; provided, however, that we may not issue additional series A preferred units or series C preferred units or any securities that have substantially the same or superior rights and obligations as the series A preferred units or the series C preferred units without the affirmative vote of a majority of the series A preferred units and the series C preferred units, respectively, voting separately as a class on one vote per series A preferred unit and one vote per series C preferred unit basis.

It is possible that we will fund acquisitions through the issuance of additional common units, subordinated units or other partnership securities. Holders of any additional common units we issue will be entitled to share equally with the then-existing holders of common units in our distributions of available cash. In addition, the issuance of additional common units or other partnership securities may dilute the value of the interests of the then-existing holders of common units in our net assets.

In accordance with Delaware law and the provisions of our partnership agreement, we may also issue additional subordinated units or other partnership securities that, as determined by our general partner, may have rights to distributions or special voting rights to which the common units are not entitled. In addition, our partnership agreement does not prohibit our subsidiaries from issuing equity securities, which may effectively rank senior to the common units.

Upon issuance of additional partnership securities, our general partner will be entitled, but not required, to make additional capital contributions to the extent necessary to maintain its 1.338% general partner interest in us. Our general partner’s 1.338% interest in us will be reduced if we issue additional units in the future and our general partner does not contribute a proportionate amount of capital to us to maintain its 1.338% general partner interest. Moreover, our general partner will have the right, which it may from time to time assign in whole or in part to any of its affiliates, to purchase common units, subordinated units or other partnership securities whenever, and on the same terms that, we issue those securities to persons other than our general partner and its affiliates, to the extent necessary to maintain the percentage interest of the general partner and its affiliates, including such interest represented by common and subordinated units, that existed immediately prior to each issuance. The holders of common units will not have preemptive rights under our partnership agreement to acquire additional common units or other partnership securities.

Amendment of Our Partnership Agreement

General

Amendments to our partnership agreement may be proposed only by our general partner. However, our general partner will have no duty or obligation to propose any amendment and may decline to do so free of any fiduciary duty or obligation whatsoever to us or our limited partners, including any duty to act in good faith or in the best interests of us or our limited partners. In order to adopt a proposed amendment, other than the amendments discussed below, our general partner must seek written approval of the holders of the number of units required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by a unit majority. In addition, any amendment that (i) adversely affects any of the rights, preferences and privileges of the series A preferred units, or amends or modifies any of the terms of the series A preferred units, must be approved by the affirmative vote of a majority of the series A preferred units, voting separately as a class based on one vote per series A preferred unit or (ii) adversely affects any of the rights, preferences and privileges of the series C preferred units, or amends or modifies any of the terms of the series C preferred units, must be approved by the affirmative vote of a majority of the series C preferred units, voting separately as a class based on one vote per series C preferred unit.

Prohibited Amendments

No amendment may be made that would:

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Exhibit 99.1

•	enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected; or	

•	enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which consent may be given or withheld at its option.	

The provision of our partnership agreement preventing the amendments having the effects described in the clauses above can be amended upon the approval of the holders of at least 90.0% of the outstanding units, voting as a single class (including units owned by our general partner and its affiliates). As of May 6, 2016, affiliates of our general partner owned approximately 42% of the outstanding common units, series A preferred units and series C preferred units, on an as converted to common units basis.

No Unitholder Approval

Our general partner may generally make amendments to our partnership agreement without the approval of any limited partner to reflect:

•	a change in our name, the location of our principal place of business, our registered agent or our registered office;	

•	the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement;	

•	a change that our general partner determines to be necessary or appropriate for us to qualify or to continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither we, our operating company, nor its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;	

•	a change in our fiscal year or taxable period and related changes;	

•	an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents, or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, or ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed;	

•	any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;	

•	an amendment effected, necessitated, or contemplated by a merger agreement that has been approved under the terms of our partnership agreement;	

•	any amendment that our general partner determines to be necessary or appropriate for the formation by us of, or our investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by our partnership agreement;	

•	mergers with, conveyances to or conversions into another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger, conveyance or conversion other than those it receives by way of the merger, conveyance or conversion; or	

•	any other amendments substantially similar to any of the matters described above.	

In addition, our general partner may make amendments to our partnership agreement without the approval of any limited partner if our general partner determines that those amendments:

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Exhibit 99.1

		
•	do not adversely affect in any material respect the limited partners considered as a whole or any particular class of partnership interests as compared to other classes of partnership interests;	

•	are necessary or appropriate to satisfy any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;	

•	are necessary or appropriate to facilitate the trading of units or to comply with any rule, regulation, guideline, or requirement of any securities exchange on which the units are or will be listed for trading;	

•	are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or	

•	are required to effect the intent expressed in this prospectus or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement.	

Opinion of Counsel and Limited Partner Approval

Our general partner will not be required to obtain an opinion of counsel that an amendment will not result in a loss of limited liability to the limited partners or result in our being treated as an entity for federal income tax purposes in connection with any of the amendments described above under “-No Unitholder Approval.” No other amendments to our partnership agreement will become effective without the approval of holders of at least 90.0% of the outstanding units voting as a single class unless we first obtain an opinion of counsel to the effect that the amendment will not affect the limited liability under applicable law of any of our limited partners.

In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or preferences of any type or class of outstanding units in relation to other classes of units will require the approval of at least a majority of the type or class of units so affected. Any amendment that reduces the voting percentage required to take any action must be approved by the affirmative vote of limited partners whose aggregate outstanding units constitute not less than the voting requirement sought to be reduced.

Merger, Sale or Other Disposition of Assets

A merger, consolidation or conversion of us requires the prior consent of our general partner. However, our general partner will have no duty or obligation to consent to any merger, consolidation or conversion and may decline to do so free of any fiduciary duty or obligation whatsoever to us or the limited partners, including any duty to act in good faith or in the best interest of us or our limited partners.

In addition, our partnership agreement generally prohibits our general partner, without the prior approvals of (i) the holders of a unit majority, (ii) a majority of the series A preferred units, voting separately as a class on one vote per series A preferred unit basis, and (iii) a majority of the series C preferred units, voting separately as a class on one vote per series C preferred unit basis, from causing us to, among other things, sell, exchange or otherwise dispose of all or substantially all of our and our subsidiaries’ assets in a single transaction or a series of related transactions, including by way of merger, consolidation, other combination or sale of ownership interests of our subsidiaries.

Our general partner may, however, convert or merge the partnership into a new limited liability entity without the prior approval of our unitholders if the sole purpose of such merger or conversion is to effect a change in legal form of the partnership, our general partner has received an opinion of counsel regarding limited liability and tax matters, and the general partner determines that the governing instruments of the new entity provide the limited partners and the general partner with substantially the same rights and obligations as the partnership agreement. Additionally, our general partner may consummate any merger or consolidation without the prior approval of our unitholders if we are the surviving entity in the transaction, our general partner has received an opinion of counsel regarding limited liability and tax matters, the transaction would not result in a material amendment to the partnership agreement (other than an

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Exhibit 99.1

amendment that the general partner could adopt without the consent of the limited partners), each of our units will be an identical unit of our partnership following the transaction and the partnership securities to be issued do not exceed 20.0% of our outstanding partnership securities immediately prior to the transaction. Our general partner may also mortgage, pledge, hypothecate, or grant a security interest in all or substantially all of our and our subsidiaries’ assets without the approval of our unitholders. Our general partner may also sell all or substantially all of our and our subsidiaries’ assets under a foreclosure or other realization upon those encumbrances without the approval of our unitholders.

Our unitholders are not entitled to dissenters’ rights of appraisal under our partnership agreement or applicable Delaware law in the event of a merger, consolidation or conversion, a sale of substantially all of our assets or any other similar transaction or event.

Termination and Dissolution

We will continue as a limited partnership until dissolved under our partnership agreement. We will dissolve upon:

•	the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal following the approval and admission of a successor general partner;	

•	the election of our general partner to dissolve us, if approved by the holders of units representing a unit majority;	

•	the entry of a decree of judicial dissolution of our partnership; or	

•	there being no limited partners, unless we are continued without dissolution in accordance with the Delaware Act.	

Upon a dissolution under the first clause above, the holders of a unit majority may also elect, within specific time limitations, to continue our business on the same terms and conditions described in our partnership agreement and appoint as a successor general partner an entity approved by the holders of units representing a unit majority, subject to our receipt of an opinion of counsel to the effect that:

•	the action would not result in the loss of limited liability of any limited partner; and	

•	neither we nor any of our subsidiaries would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue (to the extent not already so treated or taxed).	

Liquidation and Distribution of Proceeds

Upon our dissolution, unless we are continued as a limited partnership, the liquidator authorized to wind up our affairs will, acting with all of the powers of our general partner that are necessary or appropriate, liquidate our assets and apply the proceeds of the liquidation as described in “Our Cash Distribution Policy - Distributions of Cash Upon Liquidation.” The liquidator may defer liquidation or distribution of our assets for a reasonable period of time if it determines that an immediate sale or distribution would be impractical or would cause undue loss to our partners. The liquidator may distribute our assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the partners.

Withdrawal or Removal of Our General Partner

Except as described below, our general partner has agreed not to withdraw voluntarily as our general partner prior to June 30, 2021 without obtaining the approval of the holders of at least a majority of the outstanding common units, series A preferred units, and series C preferred units voting as a single class and excluding common units, series

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Exhibit 99.1

A preferred units, and series C preferred units held by the general partner and its affiliates, and furnishing an opinion of counsel regarding limited liability and tax matters. On or after June 30, 2021, our general partner may withdraw as general partner without first obtaining approval of any unitholder by giving at least 90 days’ advance notice, and that withdrawal will not constitute a violation of our partnership agreement. Notwithstanding the information above, our general partner may withdraw without unitholder approval upon 90 days’ notice to the limited partners if at least 50.0% of the outstanding common units are held or controlled by one person and its affiliates, other than our general partner and its affiliates. In addition, our partnership agreement permits our general partner in some instances to sell or otherwise transfer all of its general partner interest and incentive distribution rights in us without the approval of the unitholders. Please read “-Transfer of General Partner Interest” and “-Transfer of Preferred Units and Incentive Distribution Rights.”

In addition, our general partner will be deemed to have withdrawn upon the occurrence of certain events specified in the partnership agreement, including:

	
•    the general partner transfers all of its general partnership interest to another party pursuant to the terms of the partnership agreement;	
 	
•    the general partner makes a general assignment for benefit of creditors, files a voluntary bankruptcy petition, files a petition or answer seeking for itself a liquidation, dissolution or similar relief under any law, or seeks, consents or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or any substantial part of its properties; or	
 	
•    the general partner is dissolved, terminated, wound-up or otherwise ceases its legal existence.	

Upon withdrawal of our general partner under any circumstances, other than as a result of a transfer by our general partner of all or a part of its general partner interest in us, the holders of a unit majority may select a successor to that withdrawing general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot be obtained, we will be dissolved, wound up and liquidated, unless within a specified period of time after that withdrawal, the holders of a unit majority agree in writing to continue our business and to appoint a successor general partner. Please read “-Termination and Dissolution.”

Our general partner may not be removed unless that removal is approved by either (a) the vote of the holders of not less than 662/3% of all outstanding units, voting together as a single class, including units held by our general partner and its affiliates, or (b) prior to August 9, 2018, so long as the holders of the incentive distribution rights as of the date of our partnership agreement, together with their affiliates, continue to own a majority of the incentive distribution rights, the holders of a majority of the incentive distribution rights, and we receive an opinion of counsel regarding limited liability and tax matters. Any removal of our general partner is also subject to the approval of a successor general partner by the vote of (x) the holders of a majority of the outstanding common units, series A preferred units and series C preferred units voting as a single class and including units held by our general partner and its affiliates, and (y) prior to August 9, 2018, so long as the holders of the incentive distribution rights as of the date of our partnership agreement, together with their affiliates, continue to own a majority of the incentive distribution rights, the holders of a majority of the incentive distribution rights. The ownership of more than 332/3% of the outstanding common units, series A preferred units and series C preferred units and a majority of the incentive distribution rights by our general partner and its affiliates gives them the ability to prevent our general partner’s removal. As of May 6, 2016, affiliates of our general partner owned approximately 42% of the aggregate outstanding common units, series A preferred units and series C preferred units, on an as converted to common units basis, and our general partner and its affiliates owns 100% of the outstanding incentive distribution rights.

Our partnership agreement also provides that if our general partner is removed as our general partner under circumstances where cause does not exist and units held by our general partner and its affiliates are not voted in favor of that removal:

	
•    any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and	

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Exhibit 99.1

	
	
•    our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of the interests at the time.	

In the event of removal of our general partner under circumstances where cause exists or withdrawal of our general partner where that withdrawal violates our partnership agreement, a successor general partner will have the option to purchase the general partner interest and incentive distribution rights of the departing general partner for a cash payment equal to the fair market value of those interests. Under all other circumstances where our general partner withdraws or is removed by the limited partners, the departing general partner will have the option to require the successor general partner to purchase the general partner interest of the departing general partner and its incentive distribution rights for their fair market value. In each case, this fair market value will be determined by agreement between the departing general partner and the successor general partner. If no agreement is reached, an independent investment banking firm or other independent expert selected by the departing general partner and the successor general partner will determine the fair market value. Or, if the departing general partner and the successor general partner cannot agree upon an expert, then an expert chosen by agreement of the experts selected by each of them will determine the fair market value.

If the option described above is not exercised by either the departing general partner or the successor general partner, the departing general partner’s general partner interest and its incentive distribution rights will automatically convert into common units equal to the fair market value of those interests as determined by an investment banking firm or other independent expert selected in the manner described in the preceding paragraph.

In addition, we will be required to reimburse the departing general partner for all amounts due to it, including, without limitation, all employee-related liabilities, including severance liabilities, incurred in connection with the termination of any employees employed by the departing general partner or its affiliates for our benefit.

Transfer of General Partner Interest

Except for transfer by our general partner of all, but not less than all, of its general partner interest to:

•	an affiliate of our general partner (other than an individual); or	

•	another entity as part of the merger, consolidation or conversion of our general partner with or into another entity or the transfer by our general partner of all or substantially all of its assets to another entity,	

our general partner may not transfer all or any of its general partner interest to another person prior to June 30, 2020 without the approval of the holders of at least a majority of the outstanding common units, series A preferred units and series C preferred units voting as a single class and excluding common units, series A preferred units and series C preferred units held by our general partner and its affiliates. As a condition of this transfer, the transferee must, among other things, assume the rights and duties of our general partner, agree to be bound by the provisions of our partnership agreement and furnish an opinion of counsel regarding limited liability and tax matters.

Our general partner and its affiliates may, at any time, transfer common units, series A preferred units or series C preferred units to one or more persons, without unitholder approval.

Transfer of Ownership Interests in Our General Partner

At any time, the owners of our general partner may sell or transfer all or part of their ownership interests in our general partner to an affiliate or a third party without the approval of our unitholders.

Transfer of Preferred Units and Incentive Distribution Rights

25

Exhibit 99.1

By transfer of units, incentive distribution rights or other limited partnership interests in accordance with our partnership agreement, each transferee of such a limited partnership interest will be admitted as a limited partner with respect to the limited partnership interest transferred when such transfer and admission is reflected in our books and records. Each transferee:

•	represents that the transferee has the capacity, power and authority to become bound by our partnership agreement;	

•	automatically becomes bound by the terms and conditions of our partnership agreement; and	

•	gives the consents, waivers and approvals contained in our partnership agreement, such as the approval of all transactions and agreements we entered into in connection with our formation and the initial public offering.	

We may, at our discretion, treat the nominee holder of units or incentive distribution rights as the absolute owner. In that case, the beneficial holder’s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder.

Units and incentive distribution rights are securities and any transfers are subject to the laws governing transfer of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee the right to become a limited partner for the transferred units or incentive distribution rights.

Until a unit or incentive distribution right has been transferred on our books, we and the transfer agent may treat the record holder of the unit or right as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations.

Change of Management Provisions

Our partnership agreement contains specific provisions that are intended to discourage a person or group from attempting to remove our general partner or otherwise change our management. If any person or group, other than our general partner and its affiliates, acquires beneficial ownership of 20.0% or more of any class of units, that person or group loses voting rights on all of its units. This loss of voting rights does not apply to any person or group that acquires the units directly from our general partner or its affiliates or any transferee of that person or group that is approved by our general partner or to any person or group who acquires the units with the prior approval of the board of directors of our general partner.

Our partnership agreement also provides that if our general partner is removed as our general partner under circumstances where cause does not exist and units held by our general partner and its affiliates are not voted in favor of that removal:

	
•    any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and	

	
•    our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of the interests at the time.	

Limited Call Right

If at any time our general partner and its affiliates own more than 80.0% of the then-issued and outstanding limited partner interests of any class, our general partner will have the right, which it may assign in whole or in part to any of its affiliates or to us, to acquire all, but not less than all, of the remaining limited partner interests of the class held by unaffiliated persons as of a record date to be selected by our general partner, on at least 10, but not more than 60, days’ notice. The purchase price in the event of this purchase is the greater of:

26

Exhibit 99.1

	
	
•    the highest price paid by our general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and	

	
•    the average of the daily closing prices of the partnership securities of such class for the 20 consecutive trading days preceding the date three days before the date the notice is mailed.	

As a result of our general partner’s right to purchase outstanding limited partner interests, a holder of limited partner interests may have his limited partner interests purchased at an undesirable time or price. The tax consequences to a unitholder of the exercise of this call right are the same as a sale by that unitholder of his common units in the market. Please read “Material U.S. Federal Income Tax Consequences-Disposition of Common Units.”

Limited Series A Preferred Unit Conversion Right, Redemption Right and Anti-Dilution Right

The series A preferred units are convertible in whole or in part into common units at the holder’s election at any time after January 1, 2014. As of May 6, 2016, each series A preferred unit was convertible into approximately 1.1 common units. The conversion rate is subject to adjustment as described in the partnership agreement to account for additional issuances, distributions, combinations, subdivisions and reclassifications of our securities.

Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination in which the holders of common units are to receive securities, cash or other assets (a “Partnership Event”), we are obligated to make an irrevocable written offer, subject to consummating such transaction, to the holders of series A preferred units to redeem all (but not less than all) of the series A preferred units for a price per series A preferred unit payable in cash equal to the greater of (i) the sum of $17.50 (subject to customary anti-dilution adjustments, which, as of May 6, 2016, has resulted in the Series A adjusted issue price being $15.94) and all accrued and accumulated but unpaid distributions for each series A preferred unit; and (ii) an amount equal to the product of (A) the number of common units into which each series A preferred unit is then convertible, and (B) the sum of the cash consideration per common unit to be paid to the holders of common units in connection with such transaction, plus the fair market value per common unit of the securities or other assets to be distributed to the holders of the common units in connection with such transaction. Upon receipt of a redemption offer, each holder of series A preferred units may elect to receive the cash amount or a preferred security issued by the person surviving or resulting from the Partnership Event and containing provisions substantially equivalent to the provisions set forth in the partnership agreement with respect to the series A preferred units without material abridgement.

In the event that we issue, sell or grant any common units or convertible securities at an indicative per common unit price that is less than $17.50 (subject to customary anti-dilution adjustments, which, as of May 6, 2016, has resulted the Series A adjusted issue price being $15.94), then the conversion rate will be adjusted according to a formula to provide for an increase in the number of common units into which series A preferred units are convertible.

Limited Series C Preferred Unit Conversion Right, Redemption Right and Anti-Dilution Right

The series C preferred units are convertible in whole or in part into common units at the holder’s election at any time after January 1, 2017. As of May 6, 2016, each series C preferred unit was convertible into one common unit. The conversion rate is subject to adjustment as described in the partnership agreement to account for additional issuances, distributions, combinations, subdivisions and reclassifications of our securities.

Prior to the consummation of a Partnership Event, we are obligated to make an irrevocable written offer, subject to consummation of such transaction, to the holders of series C preferred units to redeem all (but not less than all) of the series C preferred units for a price per series C preferred unit payable in cash equal to the greater of (i) the sum of $14.00 and all accrued and accumulated but unpaid distributions for each series C preferred unit; and (ii) an amount equal to the product of (A) the number of common units into which each series C preferred unit is then convertible, and (B) the sum of the cash consideration per common unit to be paid to the holders of common units in connection with such transaction, plus the fair market value per common unit of the securities or other assets to be distributed to

27

Exhibit 99.1

the holders of the common units in connection with such transaction. Upon receipt of a redemption offer, each holder of series C preferred units may elect to receive the cash amount or a preferred security issued by the person surviving or resulting from the Partnership Event and containing provisions substantially equivalent to the provisions set forth in the partnership agreement with respect to the series C preferred units without material abridgement.

In the event that we issue, sell or grant any common units or securities convertible into common units at an indicative per common unit price that is less than $14.00 per unit (subject to customary anti-dilution adjustments), then the conversion rate will be adjusted according to a formula to provide for an increase in the number of common units into which series C preferred units are convertible.

Meetings; Voting

Except as described below regarding a person or group owning 20.0% or more of any class of units then outstanding, unitholders who are record holders of units on the record date will be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which approvals may be solicited.

Our general partner does not anticipate that any meeting of unitholders will be called in the foreseeable future. Any action that is required or permitted to be taken by the unitholders may be taken either at a meeting of the unitholders or without a meeting if consents in writing describing the action so taken are signed by holders of the number of units necessary to authorize or take that action at a meeting. Meetings of the unitholders may be called by our general partner or by unitholders owning at least 20.0% of the outstanding units of the class for which a meeting is proposed. Unitholders may vote either in person or by proxy at meetings. The holders of a majority of the outstanding units of the class or classes for which a meeting has been called, represented in person or by proxy, will constitute a quorum unless any action by the unitholders requires approval by holders of a greater percentage of the units, in which case the quorum will be the greater percentage.

Each record holder of a unit has a vote according to its percentage interest in us, although additional limited partner interests having special voting rights could be issued. Please read “-Issuance of Additional Securities.” However, if at any time any person or group, other than our general partner and its affiliates, or a direct or subsequently approved transferee of our general partner or its affiliates or any person or group who acquires the units with the prior approval of the board of directors of our general partner, acquires, in the aggregate, beneficial ownership of 20.0% or more of any class of units then outstanding, that person or group will lose voting rights on all of its units and the units may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes, determining the presence of a quorum, or for other similar purposes. Common units held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and its nominee provides otherwise.

Any notice, demand, request, report or proxy material required or permitted to be given or made to record holders of common units under our partnership agreement will be delivered to the record holder by us or by the transfer agent.

Status as Limited Partner

By transfer of common units in accordance with our partnership agreement, each transferee of common units will be admitted as a limited partner with respect to the common units transferred when such transfer and admission are reflected in our books and records. Except as described above under “-Limited Liability,” the common units will be fully paid, and unitholders will not be required to make additional contributions.

Non-Citizen Assignees; Non-Taxpaying Assignees; Redemption

To avoid any adverse effect on the maximum applicable rates chargeable to customers by us under Federal Energy Regulatory Commission regulations, or in order to reverse an adverse determination that has occurred regarding such maximum applicable rate, our partnership agreement provides our general partner the power to amend the agreement. If our general partner, with the advice of counsel, determines that our not being treated as an association taxable as a corporation or otherwise taxable as an entity for U.S. federal income tax purposes, coupled with the tax

28

Exhibit 99.1

status (or lack of proof thereof) of one or more of our limited partners, has, or is reasonably likely to have, a material adverse effect on the maximum applicable rates chargeable to customers by us, then our general partner may adopt such amendments to our partnership agreement as it determines necessary or advisable to:

	
•    obtain proof of the U.S. federal income tax status of our member (and their owners, to the extent relevant); and	
 	
•    permit us to redeem the units held by any person whose tax status has or is reasonably likely to have a material adverse effect on the maximum applicable rates or who fails to comply with the procedures instituted by our general partner to obtain proof of the U.S. federal income tax status. The redemption price in the case of such a redemption will be the average of the daily closing prices per unit for the 20 consecutive trading days immediately prior to the date set for redemption.	

A non-taxpaying assignee will not have the right to direct the voting of his units and may not receive distributions in kind upon our liquidation.

Indemnification

Under our partnership agreement, we will indemnify the following persons, in most circumstances, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

	
•    our general partner;	

	
•    any departing general partner;	

	
•    any person who is or was an affiliate of our general partner or any departing general partner;	

	
•    any person who is or was a member, manager, partner, director, officer, fiduciary or trustee of our partnership, our subsidiaries, our general partner, any departing general partner or any of their affiliates;	

	
•    any person who is or was serving at the request of the general partner or any departing general partner as an officer, director, member, manager, partner, fiduciary or trustee of another person; and	

	
•    any person designated by our general partner.	

However, we will not provide indemnification if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the indemnitee is seeking indemnification, the indemnitee acted in bad faith or engaged in fraud or willful misconduct, or, in the case of a criminal matter, acted with knowledge that the indemnitee’s conduct was unlawful. In addition, we will, to the fullest extent permitted by law, advance expenses (including legal fees and expenses) incurred by an indemnitee in defending any claim, demand, action, suit or proceeding upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it is ultimately determined that the indemnitee was not entitled to indemnification pursuant to the partnership agreement.

Any indemnification under these provisions will only be out of our assets. Unless it otherwise agrees, our general partner will not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable us to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under our partnership agreement.

Reimbursement of Expenses

29

Exhibit 99.1

Our partnership agreement requires us to reimburse our general partner for all direct and indirect expenses it incurs or payments it makes on our behalf and all other expenses allocable to us or otherwise incurred by our general partner in connection with operating our business. These expenses include salary, bonus, incentive compensation and other amounts paid to persons who perform services for us or on our behalf and expenses allocated to our general partner by its affiliates. Our general partner is entitled to determine in good faith the expenses that are allocable to us.

Books and Reports

Our general partner is required to keep or cause to be kept appropriate books and records of our business at our principal offices. The books will be maintained for both tax and financial reporting purposes on an accrual basis. For fiscal and tax reporting purposes, we use the calendar year.

We will furnish or make available (by posting on our website or other reasonable means) to record holders of common units, within 120 days after the close of each fiscal year, an annual report containing audited financial statements and a report on those financial statements by our independent public accountants, including a balance sheet and statements of operations, and our equity and cash flows. Except for our fourth quarter, we will also furnish or make available summary financial information within 90 days after the close of each quarter.

As soon as practicable, but in no event later than 90 days after the close of each quarter except the last quarter of each fiscal year, our general partner will mail or make available to each record holder of a unit a report containing our unaudited financial statements and such other information as may be required by applicable law, regulation or rule. This information is expected to be furnished in summary form so that some complex calculations normally required of partners can be avoided. Our ability to furnish this summary information to unitholders will depend on the cooperation of unitholders in supplying us with specific information. Every unitholder will receive information to assist him in determining its federal and state tax liability and filing its federal and state income tax returns, regardless of whether he supplies us with information.

Right to Inspect Our Books and Records

Our partnership agreement provides that a limited partner can, for a purpose reasonably related to its interest as a limited partner, upon reasonable demand and at its own expense, have furnished to him:

•	a current list of the name and last known business, residence or mailing address of each record holder;	

•	copies of our partnership agreement, the certificate of limited partnership of the partnership, related amendments, and powers of attorney under which they have been executed;	

•	information regarding the status of our business and financial condition; and	

•	any other information regarding our affairs as is just and reasonable.	

Our general partner may, and intends to, keep confidential from the limited partners trade secrets or other information the disclosure of which our general partner believes in good faith is not in our best interests or that we are required by law or by agreements with third parties to keep confidential.

Registration Rights

Under our partnership agreement, we have agreed to register for resale under the Securities Act and applicable state securities laws any common units, series A preferred units, series C preferred units, or other partnership securities proposed to be sold by our general partner or any of its affiliates, other than individuals, or their assignees if an exemption from the registration requirements is not otherwise available. These registration rights continue for two years and for so long thereafter as is required for the holder to sell its partnership securities following any withdrawal or removal of

30

Exhibit 99.1

American Midstream GP, LLC as our general partner. We are obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commissions.

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