SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
 
American Midstream Partners, LP	
(Name of Issuer)	
 	
Common Units	
(Title of Class of Securities)	
 
02752P100	
(CUSIP Number)	
 
James P. Benson, 5956 Sherry Lane, Suite 900
Dallas, TX 75225, (214) 987-6100	
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 14, 2014	
(Date of Event which Requires Filing	
of this Statement)
  
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box £ .
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 	

 	
 
CUSIP: 02752P100	13D	 	
 	2 of 11	 	
 
1	names of reporting persons
 
Energy Spectrum Securities Corporation 	
2	check the appropriate box if a member of a group
(A)      ¨
(B)      ¨
 	
3	sec use only
 	
4	source of funds
 
OO	
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
   	¨	
6	citizenship or place of organization
 
Texas	

number of
shares
beneficially
owned by
each
reporting
person
with	7	sole voting power
 
6,231,188	
	8	shared voting power
 
237,341	
	9	sole dispositive power
 
6,231,188	
	10	shared dispositive power
 
237,341	

11	aggregate amount beneficially owned by each reporting person
 
6,468,529	
12	check box if the aggregate amount in row (11) excludes certain shares
  	¨	
13	percent of class represented by amount in row (11)
 
35.9%*	
14	type of reporting person
 
CO	
 
*          Based on the 18,036,484 Common Units of American Midstream Partners, LP that would be outstanding if the Common Units acquired by Energy Spectrum Partners VI LP’s and Costar Midstream Energy LLC’s identified in this filing were added to the amount of Common Units identified in the Issuer’s most recent 10-Q filed August 11, 2014.

 	

 	
 
CUSIP: 02752P100	13D	 	
 	3 of 11	 	
 
1	names of reporting persons
 
Energy Spectrum VI LLC	
2	check the appropriate box if a member of a group
(A)      ¨
(B)      ¨
 	
3	sec use only
 	
4	source of funds
 
OO	
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
  	¨	
6	citizenship or place of organization
 
Texas	

number of
shares
beneficially
owned by
each
reporting
person
with	7	sole voting power
 
6,231,188	
	8	shared voting power
 
237,341	
	9	sole dispositive power
 
6,231,188	
	10	shared dispositive power
 
237,341	

11	aggregate amount beneficially owned by each reporting person
 
6,468,529	
12	check box if the aggregate amount in row (11) excludes certain shares 
  	¨	
13	percent of class represented by amount in row (11)
 
35.9%*	
14	type of reporting person
 
OO	
 
*          Based on the 18,036,484 Common Units of American Midstream Partners, LP that would be outstanding if the Common Units acquired by Energy Spectrum Partners VI LP’s and Costar Midstream Energy LLC’s identified in this filing were added to the amount of Common Units identified in the Issuer’s most recent 10-Q filed August 11, 2014.

 	

 	

CUSIP: 02752P100	13D	 	
 	4 of 11	 	
 
1	names of reporting persons
 
Energy Spectrum Capital VI LP	
2	check the appropriate box if a member of a group
(A)      ¨
(B)      ¨
 	
3	sec use only
 	
4	source of funds
 
OO	
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
  	¨	
6	citizenship or place of organization
 
Delaware	

number of
shares
beneficially
owned by
each
reporting
person
with	7	sole voting power
 
6,231,188	
	8	shared voting power
 
237,341	
	9	sole dispositive power
 
6,231,188	
	10	shared dispositive power
 
237,341	

11	aggregate amount beneficially owned by each reporting person
 
6,468,529	
12	check box if the aggregate amount in row (11) excludes certain shares
  	¨	
13	percent of class represented by amount in row (11)
 
35.9%*	
14	type of reporting person
 
PN	
 
*          Based on the 18,036,484 Common Units of American Midstream Partners, LP that would be outstanding if the Common Units acquired by Energy Spectrum Partners VI LP’s and Costar Midstream Energy LLC’s identified in this filing were added to the amount of Common Units identified in the Issuer’s most recent 10-Q filed August 11, 2014.

 	

 	
 
CUSIP: 02752P100	13D	 	
 	5 of 11	 	
 
1	names of reporting persons
 
Energy Spectrum Partners VI LP	
2	check the appropriate box if a member of a group
(A)      ¨
(B)      ¨
 	
3	sec use only
 	
4	source of funds
 
OO	
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
  	¨	
6	citizenship or place of organization
 
Delaware	

number of
shares
beneficially
owned by
each
reporting
person
with	7	sole voting power
 
6,231,188	
	8	shared voting power
 
237,341	
	9	sole dispositive power
 
6,231,188	
	10	shared dispositive power
 
237,341	

11	aggregate amount beneficially owned by each reporting person
 
6,468,529	
12	check box if the aggregate amount in row (11) excludes certain shares
  	¨	
13	percent of class represented by amount in row (11)
 
35.9%*	
14	type of reporting person
 
PN	
 
*          Based on the 18,036,484 Common Units of American Midstream Partners, LP that would be outstanding if the Common Units acquired by Energy Spectrum Partners VI LP’s and Costar Midstream Energy LLC’s identified in this filing were added to the amount of Common Units identified in the Issuer’s most recent 10-Q filed August 11, 2014.

 	

 	
 
CUSIP: 02752P100	13D	 	
 	6 of 11	 	
 
1	names of reporting persons
 
Costar Midstream Energy LLC	
2	check the appropriate box if a member of a group
(A)      ¨
(B)      ¨
 	
3	sec use only
 	
4	source of funds
 
OO	
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
   	¨	
6	citizenship or place of organization
 
Texas	

number of
shares
beneficially
owned by
each
reporting
person
with	7	sole voting power
 
424,402	
	8	shared voting power
 
237,341	
	9	sole dispositive power
 
424,402	
	10	shared dispositive power
 
237,341	

11	aggregate amount beneficially owned by each reporting person
 
661,743	
12	check box if the aggregate amount in row (11) excludes certain shares
   	¨	
13	percent of class represented by amount in row (11)
 
3.7%*	
14	type of reporting person
 
OO	
 
*          Based on the 18,036,484 Common Units of American Midstream Partners, LP that would be outstanding if the Common Units acquired by Energy Spectrum Partners VI LP’s and Costar Midstream Energy LLC’s identified in this filing were added to the amount of Common Units identified in the Issuer’s most recent 10-Q filed August 11, 2014.

 	

 	
 
CUSIP: 02752P100	13D	 	
 	7 of 11	 	
 
	ITEM 1.	SECURITY AND ISSUER.	
 
This statement on Schedule 13D relates to common units (“Common Units”) of American Midstream Partners, LP (the “Issuer”). The Issuer’s principal executive offices are located at 1400 16th Street, Suite 310, Denver, CO 80202.
 
	ITEM 2.	IDENTITY AND BACKGROUND.	
 
The persons filing this statement are Energy Spectrum Securities Corporation, a Texas corporation whose principal businesses are providing, through affiliates, private equity capital to businesses engaged in the exploration, development, production, gathering, transportation, processing, treatment, and storage of oil and natural gas and related hydrocarbons and the provision of financial advisory services to energy industry participants (“ESSC”), Energy Spectrum VI, LLC, a Texas limited liability company whose principal business is serving as the general partner of ESCLP (“ESLLC”), Energy Spectrum Capital VI LP, a Delaware limited partnership whose principal business is serving as the general partner of ESP (“ESCLP”), Energy Spectrum Partners VI LP, a Delaware limited partnership whose principal business is providing private equity capital to businesses engaged in the gathering, transportation, processing, treatment, and storage of oil and natural gas and related hydrocarbons (“ESP”, and together with ESSC, ESLLC, and ESCLP, the “Energy Spectrum Entities”), and Costar Midstream Energy LLC whose principal business is actively managing the interest in the acquired companies of the Issuer (“CME” and collectively with the Energy Spectrum Entities, the “Reporting Persons”) . The principal business address of the Energy Spectrum Entities is 5956 Sherry Lane, Suite 900, Dallas, TX 75225. The principal business address of CME is 8150 North Central Expressway, Suite 635, Dallas, TX 75206.
 
ESSC is the sole member of ESLLC, which is the sole general partner of ESCLP, which is the sole general partner of ESP. The directors and executive officers of ESSC are Thomas O. Whitener, Leland B. White, James P. Benson, and James W. Spann (the “Directors”). Thomas O. Whitener, Leland B. White, James P. Benson, and James W. Spann serve as the managers of ESLLC (the “ESLLC Managers”) and Kevin Sullivan and James P. Benson serve as the managers of CME (the “CME Managers” and together with the Directors and the ESLLC Managers, the “Management Persons”). The business address of the Directors and the ESLLC Managers is the same as that of ESSC. The principal business address of Kevin Sullivan is the same as that of CME. The principal occupation of each of the Directors is serving as Directors and officers of ESSC and running its portfolio companies and partnerships. The principal occupation of Kevin Sullivan is acting as an officer of Costar Midstream, L.L.C., a Texas limited liability company whose principal business address is the same as the Issuer’s (“Costar”)
 
The Reporting Persons and the Management Persons, during the last five years, have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Persons and each of the Management Persons, during the last five years, have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. Each of the Management Persons is a citizen of the United States of America.

 	

 	
 
CUSIP: 02752P100	13D	 	
 	8 of 11	 	
 
	ITEM 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.	
 
The 6,892,931 Common Units (the “Subject Units”) reported on this Schedule 13D are owned directly by ESP and CME and were acquired by each of ESP and CME pursuant to the terms of that certain Purchase and Sale Agreement (the “Purchase Agreement”) dated October 13, 2014 by and among ESP, CME and American Midstream, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer (“AMID”), as part of the consideration received by ESP and CME in exchange for their sale of 100% of the membership interest of Costar to AMID. Under the terms of the Purchase Agreement and pursuant to the terms of that certain Irrevocable Letter, dated October 14, 2014 signed by the Issuer directing its transfer agent to issue the Subject Units to ESP and CME, directly and in escrow, on November 8, 2014 (the “Irrevocable Letter”), ESP and CME obtained beneficial ownership of the Subject Units as of October 14, 2014 and will obtain record ownership of the Subject Units on November 8, 2014 upon issuance thereof pursuant to the terms of the Irrevocable Letter. In connection with the consummation of the transactions contemplated in the Purchase Agreement, ESP, CME and the Issuer entered into that certain Securities Agreement dated as of October 14, 2014 by and among ESP, CME, and the Issuer (the “Securities Agreement”), pursuant to which, among other things, the Subject Units are subject to restrictions on sale by ESP and CME. Copies of the Securities Agreement and the Purchase Agreement are attached hereto as Exhibits 99.2 and 99.5, respectively and incorporated herein by reference. 1,379,311 of the Subject Units will, upon issuance on November 8, 2014, be the subject of an escrow for the satisfaction of certain indemnity claims under the Purchase Agreement, all pursuant to the terms of an Escrow Agreement, dated October 14, 2014 by and among AMID, ESP, CME, and Wells Fargo Bank National Association, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference. The Subject Units held pursuant to the Escrow Agreement may be returned to the Issuer in the case of indemnification claims timely made by AMID or released to ESP and CME in the absence of such claims. Subject Units held pursuant to the Escrow Agreement will be held of record by ESP or CME, respectively pending return, if any, to the Issuer in connection with timely indemnification claims.
 
	ITEM 4.	PURPOSE OF TRANSACTION.	
 
The Reporting Persons acquired the Subject Units pursuant to the transactions contemplated in the Purchase Agreement and currently expect to sell the Subject Units from time to time as market conditions warrant, subject to the terms of the Securities Agreement, and subject to release of certain of the Subject Units held pursuant to the Escrow Agreement, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference. The Management Persons do not have a direct or indirect beneficial ownership interest in the Issuer, although CME anticipates that it may in the future distribute some of the Subject Units held by it to Kevin Sullivan in respect of his ownership of equity of CME. Mr. Sullivan currently expects to sell Subject Units distributed to him, if any, as market conditions warrant, subject to the terms of the Securities Agreement.
 
Except for the matters set forth in Items 3 and 5 and the first paragraph of this Item 4, the Reporting Persons and Management Persons have no present plans or proposals that relate to or that would result in any of the following actions:
 
	(a)	The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;	
 
	(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;	
 
	(c)	A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;	
 
	(d)	Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;	
 
	(e)	Any material change in the present capitalization or dividend policy of the Issuer;	
 
	(f)	Any other material change in the Issuer’s business or corporate structure;	
 
	(g)	Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;	
 
	(h)	Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;	
 
	(i)	A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or	

 	

 	
 
CUSIP: 02752P100	13D	 	
 	9 of 11	 	
 
	(j)	Any action similar to any of those enumerated above.	
 
The Reporting Persons and the Management Persons may determine to acquire additional Common Units through open market purchases or otherwise, sell Common Units through the open market transactions or otherwise, or otherwise engage or participate in transactions in the Subject Units without the purpose or effect of changing or influencing the control of the Issuer. Such transactions may take place at any time and without prior notice. There can be no assurance, however, that the Reporting Persons or Management Persons will take any such actions. The Reporting Persons reserve the right to change their intentions and to develop plans or proposals that could result in any of the transactions described in subparagraphs (a) through (j) above, or any other transaction which the Reporting Person believes could enhance shareholder value.
 
	ITEM 5.	INTEREST IN SECURITIES OF THE ISSUER.	
 
(a) As of the date hereof, the Energy Spectrum Entities may be deemed to be the direct or indirect beneficial owners of 6,468,529 Common Units, representing approximately 35.9% of the Issuer’s outstanding Common Units, of which 6,231,188 are owned of record by ESP. The shares beneficially owned by CME consist of 661,743 Common Units of which all are owned of record by CME. In both cases the calculation of beneficial ownership percentage is based on a total number of issued and outstanding Common Units of 18,036,484 (which is the number of shares listed as outstanding under the Issuer’s most recent 10-Q plus all Subject Units). The Management Persons do not beneficially own any Common Units.
 
Other than as set forth above, the Reporting Persons and Management Persons are not the beneficial owners of any Common Units individually.
 
(b) The Energy Spectrum Entities have sole power to vote and dispose of 6,231,188 Common Units and shared power to vote and dispose of 237,341 Common Units, which power is shared with CME. CME has sole power to vote and dispose of 424,402 Common Units and shared power to vote and dispose of 237,341 Common Units, which power is shared with the Energy Spectrum Entities.
 
(c) The Reporting Persons and the Management Persons have not previously owned any Common Units or other equity securities in the Issuer and have therefore not been required to file a Schedule 13D or 13G yet.
 
(d) Not applicable.
 
(e) Not applicable.
 
	ITEM 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.	
 
ESP and CME are parties to that certain Sellers’ Agreement dated October 13, 2014, which appoints ESP as Sellers’ Representative and gives them authority to control securities held by the Escrow Agent pursuant to the Escrow Agreement. The following agreements between the Reporting Persons and others relate to the Common Units:
 
	1.	The Securities Agreement	
	2.	The Purchase Agreement	
	3.	The Escrow Agreement.	
	4.	The Irrevocable Letter.	
 
Other than as described herein, there are no contracts, arrangements, understandings, or relationships between the Reporting Persons or the Management Persons and any other person with respect to securities of the Issuer.

 	

 	
 
CUSIP: 02752P100	13D	 	
 	10 of 11	 	
 
	ITEM 7.	MATERIAL TO BE FILED AS EXHIBITS.	
 
Exhibit 99.1	Joint Filing Agreement of even date	
Exhibit 99.2	Securities Agreement dated October 14, 2014 (previously filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed on October 15, 2014)	
Exhibit 99.3	Irrevocable Letter dated October 14, 2014	
Exhibit 99.4	Escrow Agreement dated October 14, 2014	
Exhibit 99.5	Purchase Agreement dated October 13, 2014 (previously filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed on October 15, 2014)	
Exhibit 99.6	Sellers’ Agreement dated October 13, 2014	

 	

 	
 
CUSIP: 02752P100	13D	 	
 	11 of 11	 	
 
SIGNATURES
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Date: October 23, 2014
 
 	ENERGY SPECTRUM SECURITIES CORPORATION	
 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title: Vice President	
 	 	
 	ENERGY SPECTRUM VI LLC	
 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title: Managing Director	
 	 	
 	ENERGY SPECTRUM CAPITAL VI LP	
 	 	
 	By: ENERGY SPECTRUM VI LLC,	
 	its general partner	
 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title: Managing Director	
 	 	
 	ENERGY SPECTRUM PARTNERS VI LP	
 	 	
 	By: ENERGY SPECTRUM CAPITAL VI LP,	
 	its general partner	
 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title: Managing Director	
 	 	
 	COSTAR MIDSTREAM ENERGY LLC	
 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title: Manager	

 	

 
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.
 
Date: October 23, 2014
 
 	ENERGY SPECTRUM SECURITIES CORPORATION	
 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title: Vice President	
 	 	
 	ENERGY SPECTRUM VI LLC	
 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title: Managing Director	
 	 	
 	ENERGY SPECTRUM CAPITAL VI LP	
 	 	
 	By: ENERGY SPECTRUM VI LLC,	
 	its general partner	
 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title: Managing Director	
 	 	
 	ENERGY SPECTRUM PARTNERS VI LP	
 	 	
 	By: ENERGY SPECTRUM CAPITAL VI LP,	
 	its general partner	
 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title: Managing Director	
 	 	
 	COSTAR MIDSTREAM ENERGY LLC	
 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title: Manager	

 	

 
Exhibit 99.3
 
	American Midstream Partners, LP	
 
October 14, 2014
 
Computershare Investor Services
8742 Lucent Blvd., Suite 225
Highlands Ranch, CO 80129
 
	RE:	Irrevocable letter of instruction	
 
Dear Ladies and Gentlemen:
 
Please be advised that American Midstream Partners, LP (“ AMID ”), as general partner of American Midstream, LLC, has entered into a business transaction with Costar Midstream Energy, LLC (“ Costar ”) and Energy Spectrum Partners VI LP (“ Energy Spectrum ”) in which common units of AMID (“ Common Units ”) are to be issued on November 8, 2014. The transaction has closed, and as a result, AMID is obligated to cause the issuances described below at the time and in the manner provided in this letter. Our instructions are irrevocable and cannot be withdrawn or modified by AMID or any party acting on our behalf. Costar and Energy Spectrum are third party beneficiaries of our instructions to you.
 
Please open a new account for each of the following entities in the names, and utilizing the addresses, set forth below:
 
Costar Midstream Energy LLC	Energy Spectrum Partners VI LP	
8150 N. Central Expy., Suite 635	5956 Sherry Lane, Suite 900	
Dallas, Texas 75206	Dallas, Texas 75225	
Attn: Kevin J. Sullivan	 	
 
In addition, you are hereby specifically directed to issue, effective November 8, 2014, Common Units to the following entities, in the noted amounts:
 
	·	Costar Midstream Energy LLC, 424,402 Common Units; and	
	·	Energy Spectrum Partners VI LP, 5,089,218 of Common Units.	
 
The subject Common Units of AMID are to be issued subject to AMID’s Universal Legend (Legend A) and 144 Legend (Legend B) and Lock-Up Legend (Legend C) each as on Exhibit A attached hereto.
 
As to each of the above-described issuances of Common Units, such Common Units are to be held in individual accounts, in the name of the unitholder, under electronic book entry with an issue date of November 8, 2014. Except as specifically provided in the immediately preceding paragraph, the Common Units to be held under electronic book entry will not be subject to restriction.
 
In addition, you are hereby specifically directed to issue, effective November 8, 2014, one (1) physical certificates in the name of each of the following entities, in the noted amounts with the noted legends:

 
1400 16 th Street, Suite 310 • Denver, Colorado 80202 • Phone: 720-457-6060 • Fax: 720-457-6040
www.americanmidstream.com

 	

 	
 
	American Midstream Partners, LP	
 
	·	Costar Midstream Energy LLC, 237,341 Common Units printed with Legend A, Legend B, and Legend C each as on Exhibit A: and	
	·	Energy Spectrum Partners VILP, 1,141,970 of Co mm on Units printed with Legend A, Legend B, and Legend C each as on Exhibit A .	
 
Each such physical certificate is to be mailed, via next day delivery service, on November 8, 2014 to:
 
Wells Fargo National Banking Association
Attention: Michael McGuire; Corporate, Municipal and Escrow Solutions
1740 Broadway
Denver, CO 80274
 
As Vice President, General Counsel and Secretary of American Midstream Partners GP, LLC, general partner of American Midstream Partners, LP, I hereby approve the issuances of the aforementioned Common Units.
 
Sincerely,

William B. Mathews
Secretary, General Counsel and Vice President
American Midstream GP, LLC, general partner of
American Midstream Partners, LP

 
1400 16 th Street, Suite 310 • Denver, Colorado 80202 • Phone: 720-457-6060 • Fax: 720-457-6040
www.americanmidstream.com

 	

 	
 
	American Midstream Partners, LP	
 
Exhibit A
 
American Midstream Partners, LP Standard Unit Legends
 
[See Attached]

 
1400 16 th Street, Suite 310 • Denver, Colorado 80202 • Phone: 720-457-6060 • Fax: 720-457-6040
www.americanmidstream.com

 	

 	
 
AMERICAN MIDSTREAM PARTNERS, LP
 
RESTRICTIVE LEGENDS
 
A - UNIVERSAL LEGEND
 
THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF AMERICAN MIDSTREAM PARTNERS, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN-APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF AMERICAN MIDSTREAM PARTNERS, LP UNDER THE LAWS OF THE STATE OF DELAWARE OR (C) CAUSE AMERICAN MIDSTREAM PARTNERS, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). AMERICAN MIDSTREAM GP, LLC OR ITS SUCCESSOR, THE GENERAL PARTNER OF AMERICAN MIDSTREAM PARTNERS, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF AMERICAN MIDSTREAM PARTNERS, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.
 
B - 144 LEGEND
 
THE UNITS REPRESENTED BY THIS STATEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
 
C - LOCK-UP
 
THE UNITS REPRESENTED BY THIS STATEMENT ARE SUBJECT TO A LOCK-UP AGREEMENT THAT RESTRICTS THE TRANSFER OF THESE UNITS. COPIES OF SUCH LOCKUP AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST OF THE SECRETARY OF AMERICAN MIDSTREAM GP, LLC.
 
D - AFFILIATE
 
THE HOLDER OF THE UNITS REPRESENTED BY THIS STATEMENT MAY BE SUBJECT TO THE REQUIREMENTS OF SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED WITHOUT THE CONSENT OF THE PARTNERSHIP OR ITS LEGAL COUNSEL AS TO COMPLIANCE WITH THE ACT.

 	

 
Exhibit 99.4
 
ESCROW AGREEMENT
 
This Escrow Agreement dated this 14 day of October 2014 (the “Escrow Agreement”), is entered into by and among Costar Midstream Energy, LLC, a Texas limited liability company (“Costar”), Energy Spectrum Partners VI LP, a Delaware limited partnership (“Energy Spectrum” and, together with Costar, the “Sellers”), American Midstream, LLC, a Delaware limited liability company (“AMID” and together with Costar and Energy Spectrum, the “Parties,” and individually, a “Party”), and Wells Fargo Bank, National Association, a national banking association, as escrow agent (“Escrow Agent”).
 
RECITALS
 
A.           The Parties have entered into that certain Purchase and Sale Agreement (the “Purchase Agreement”), of even date herewith, pursuant to which the parties have agreed to place (i) certain funds and (ii) common units representing limited partnership interests (“Common Units”) of American Midstream Partners, LP, the sole member of AMID (“AMID LP”), into escrow pursuant to the terms and conditions set forth in the Purchase Agreement.
 
B.            The Parties agree to place in escrow certain funds as well as Common Units and the Escrow Agent agrees to hold and distribute such funds and Common Units in accordance with the terms of this Escrow Agreement.
 
C.           The Parties acknowledge that the Escrow Agent is not a party to, is not bound by, and has no duties or obligations under, the Purchase Agreement, that all references in this Escrow Agreement to the Purchase Agreement are for convenience, and that the Escrow Agent shall have no implied duties beyond the express duties set forth in this Escrow Agreement.
 
In consideration of the promises and agreements of the Parties and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties and the Escrow Agent agree as follows:
 
ARTICLE 1
ESCROW DEPOSIT
 
Section 1.1.           Receipt of Escrow Property . Upon execution hereof, AMID shall deliver, or shall cause the deliverance, to the Escrow Agent of:
 
(a)          the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Escrow Cash”) in immediately available funds;
 
(b)          on or about November 8, 2014, one certificate, dated November 8, 2014, in the name of Costar Midstream Energy, LLC, representing 237,341 Common Units (the “Costar Certificate”); and
 
(c)          on or about November 8, 2014, one certificate, dated November 8, 2014, in the name of Energy Spectrum Partners VI LP, representing 1,141,970 Common Units (the “Energy Spectrum Certificate, together with the Costar Certificate, the “Escrow Units”)

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The Escrow Units together with the Escrow Cash shall constitute the “Escrow Property”).
 
Section 1.2.           Investments .
 
(a)          The Escrow Agent is authorized and directed to deposit, transfer, hold and invest the Escrow Cash and any investment income thereon as set forth in Exhibit A hereto, or as set forth in any subsequent written instruction signed by each of the Parties. Any investment earnings and income on the Escrow Cash shall become part of the Escrow Cash, and shall be disbursed in accordance with Section 1.3 of this Escrow Agreement.
 
(b)          Prior to delivery of such funds by transfer agent for the Common Units (the “Transfer Agent”), the Parties will provide prior written notice to the Escrow Agent of any dividends, earnings or other distributions on the Escrow Units (collectively, “Escrow Unit Earnings”) including the amount(s) of such payments and the date such payments will be sent. Any Escrow Unit Earnings received by the Escrow Agent shall become part of the Escrow Cash and shall be distributed in accordance with Section 1.3. The Escrow Agent is authorized and directed to deposit, transfer, hold and invest such funds in accordance with Section 1.2(a).
 
(c)          The Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss that may result from any investment or sale of investment made pursuant to this Escrow Agreement. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow Agent or for any third person or dealing as principal for its own account. The Parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice.
 
Section 1.3.           Disbursements .
 
(a) Escrow Cash . Upon written instructions of the Parties, the Escrow Agent shall deliver the Escrow Cash, together with interest and earnings thereof pursuant to Section 1.2(a), by wire transfer of immediately available funds to the account or accounts set forth in such written notice.
 
(b) Escrow Units .
 
(i) First Release. Upon receipt of written instructions signed by each Party, in substantially the form set forth on Exhibit D-1 (“First Release Instructions”), the Escrow Agent shall:
 
(A) Mail, via overnight delivery service, the certificate or certificates identified in the First Release Instructions to the Transfer Agent together with the instruction letter from AMID LP included in the First Release Instructions; and

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(B) Receive back from the Transfer Agent one or more certificates representing the number of Common Units set forth in the First Release Instructions, which Common Units shall be the Escrow Units following the First Release.
 
(ii) Second Release. Upon receipt of written instructions signed by each Party, in substantially the form set forth on Exhibit D-2 (“Second Release Instructions”), the Escrow Agent shall:
 
(A) Mail, via overnight delivery service, the certificate or certificates identified in the Second Release Instructions to the Transfer Agent together with the instruction letter from AMID LP included in the Second Release Instructions; and
 
(B) Receive back from the Transfer Agent one or more certificates representing the number of Common Units set forth in the Second Release Instructions, which Common Units shall be the Escrow Units following the Second Release.
 
(iii) Final Release. Upon receipt of written instructions signed by each Party, in substantially the form set forth on Exhibit D-3 (“Final Release Instructions”), the Escrow Agent shall (i) mail, via overnight delivery service, all certificates then held by the Escrow Agent to the Transfer Agent together with the instruction letter from AMID LP included in the Final Release Instructions, and (ii) deliver the remaining Escrow Cash, if any, in the Escrow Account on the date of the Escrow Agent’s receipt of the Final Release Instructions plus any final investment income earned following the date of the Escrow Agent’s receipt of the Final Release Instructions, by wire transfer of immediately available funds to the account or accounts set forth in the Final Release Instructions.
 
(iv) Additional Releases. Upon receipt of one or more written instructions signed by each Party, in substantially the form set forth on Exhibit D-4 (“Additional Release Instructions”), the Escrow Agent shall:
 
(A) Mail, via overnight delivery service, the certificate or certificates identified in the Additional Release Instructions to Transfer Agent together with the instruction letter from AMID LP included in the Additional Release Instructions; and
 
(B) Receive back from the Transfer Agent one or more certificates representing the number of Common Units set forth in the Additional Release Instructions, which Common Units shall be the Escrow Units following any Additional Release.
 
(v) Indemnity Releases. Upon receipt of one or more written instructions signed by each Party, in substantially the form set forth on Exhibit D-5 (“Indemnity Release Instructions”), the Escrow Agent shall:

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(A) Deliver from the Escrow Cash, in immediately available funds, by wire transfer of immediately available funds to the account or accounts set forth in the Indemnity Release Instructions;
 
(B) If so instructed in the Indemnity Release Instructions, mail, via overnight delivery service, the certificate or certificates identified in the Indemnity Release Instructions to Transfer Agent together with the instruction letter from AMID LP included in the Indemnity Release Instructions; and
 
(C) Receive back from the Transfer Agent one or more certificates representing the number of Common Units set forth in the Indemnity Release Instructions, which Common Units shall be the Escrow Units following any Indemnity Release.
 
Section 1.4.           Security Procedure For Funds and Common Unit Transfers .
 
(a) The Escrow Agent shall confirm each funds and Common Units transfer instruction received in the name of a Party by means of the security procedure selected by such Party and communicated to the Escrow Agent through a signed certificate in the form of Exhibit B-1 or Exhibit B-2, as applicable, attached hereto, which upon receipt by the Escrow Agent shall become a part of this Escrow Agreement. Once delivered to the Escrow Agent, Exhibit B-1 or Exhibit B-2, as applicable, may be revised or rescinded only by a writing signed by an authorized representative of the Party. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Escrow Agent a reasonable opportunity to act on it. If a revised Exhibit B-1 or Exhibit B-2, as applicable, or a rescission of an existing Exhibit B-1 or Exhibit B-2, as applicable, is delivered to the Escrow Agent by an entity that is a successor-in-interest to such Party, such document shall be accompanied by additional documentation satisfactory to the Escrow Agent showing that such entity has succeeded to the rights and responsibilities of the Party under this Escrow Agreement.
 
(b)          The Parties understand that the Escrow Agent’s inability to receive or confirm funds and Common Units transfer instructions pursuant to the security procedure selected by such Party may result in a delay in accomplishing such funds or Common Units transfer, and agree that the Escrow Agent shall not be liable for any loss caused by any such delay.
 
(c) The Escrow Agent shall, upon the verified inquiry of any authorized representative set forth on Exhibit B-1 or Exhibit B-2, as applicable, provide such authorized representation with:
 
(i) The current amount of Escrow Cash then being held by the Escrow Agent;
 
(ii) The current amount of Unit Escrow Earnings then being held by the Escrow Agent; and
 
(iii) Copies of each certificate representing Common Units then held by the Escrow Agent.

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Section 1.5.          Income Tax Allocation and Reporting .
 
(a)          The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Costar and Energy Spectrum in the proportions set forth below:
 
Energy Spectrum – 82.8%
Costar – 17.2%
 
(b)          Prior to the date hereof, the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property.
 
(c)          To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.5(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.
 
Section 1.6.         Termination .  This Escrow Agreement shall terminate upon the earlier of (i) five (5) years from the date of this Escrow Agreement or (ii) disbursement of all of the Escrow Property, including any interest and investment earnings thereon, except that the provisions of Sections 1.5(c), 3.1 and 3.2 hereof shall survive termination.
 
ARTICLE 2
DUTIES OF THE ESCROW AGENT
 
Section 2.1.           Scope of Responsibility . Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the duties specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstance will the Escrow Agent be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement. The Escrow Agent will not be responsible or liable for the failure of any Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the Parties, and the Escrow Agent has no duties or obligations with respect thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement or any other agreement.

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Section 2.2.          Attorneys and Agents . The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken in good faith by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for the reasonable and documented compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.
 
Section 2.3.           Reliance . The Escrow Agent shall not be liable for any action taken or not taken by it in accordance with the direction or consent of the Parties or their respective agents, representatives, successors, or assigns. The Escrow Agent shall not be liable for acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, without further inquiry into the person’s or persons’ authority. Concurrent with the execution of this Escrow Agreement, the Parties shall deliver to the Escrow Agent Exhibit B-1 or Exhibit B-2, as applicable,, which contain authorized signer designations in Part I thereof.
 
Section 2.4.           Right Not Duty Undertaken . The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties.
 
Section 2.5.           No Financial Obligation . No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.
 
ARTICLE 3
PROVISIONS CONCERNING THE ESCROW AGENT
 
Section 3.1.           Indemnification . The Parties, jointly and severally, shall indemnify, defend and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, attorneys’ fees and expenses or other professional fees and expenses which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent, arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates, unless such loss, liability, cost, damage or expense shall have been finally adjudicated to have been directly caused by the willful misconduct or gross negligence of the Escrow Agent. The provisions of this Section 3.1 shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

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Section 3.2.           Limitation of Liability . THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.
 
Section 3.3.           Resignation or Removal . The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which the Escrow Agent is entitled through the date of removal. Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same to a successor escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance with a court order. If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties.
 
Section 3.4.           Compensation . The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit C, which compensation shall be paid by AMID. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent's services as contemplated by this Escrow Agreement; provided , however , that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the Escrow Agent in its sole discretion may charge interest on such amount up to the highest rate permitted by applicable law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Escrow Property.

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Section 3.5.           Disagreements . If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property, (ii) receives a written agreement executed by each of the parties involved in such disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such final court order, arbitration decision, or agreement, or (iii) files an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent.
 
Section 3.6.           Merger or Consolidation . Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Escrow Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.
 
Section 3.7.           Attachment of Escrow Property; Compliance with Legal Orders . In the event that any Escrow Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Escrow Property, the Escrow Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.
 
Section 3.8            Force Majeure . The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

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ARTICLE 4
MISCELLANEOUS
 
Section 4.1.           Successors and Assigns . This Escrow Agreement shall be binding on and inure to the benefit of the Parties and the Escrow Agent and their respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement.  No assignment of the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Party and the Escrow Agent and shall require the prior written consent of the other Party and the Escrow Agent (such consent not to be unreasonably withheld).
 
Section 4.2.           Escheat . The Parties are aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable state. The Escrow Agent shall have no liability to the Parties, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the Escrow Property escheat by operation of law.
 
Section 4.3.           Notices . All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) on the day of transmission if sent by electronic mail (“e-mail”) to the e-mail address given below, and written confirmation of receipt is obtained promptly after completion of transmission, (iv) by overnight delivery service with a reputable national overnight delivery service, or (v) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United States mail. If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the responsibility of the Parties to notify the Escrow Agent and the other Party in writing of any name or address changes. In the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.
 
If to American Midstream, LLC:
1400 16 th Street, Suite 310
Denver, CO 80202
Attention: William B. Mathews, General Counsel
Telephone: (720) 457-6075
Facsimile: (720) 457-6040
E-mail: bmathews@americanmidstream.com
 
If to Sellers:
Energy Spectrum Partners VI LP
5956 Sherry Lane, Suite 900
Dallas, TX 75225

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Attention: James P. Benson
Telephone: 214-987-6103
E-mail: jim.benson@energyspectrum.com
 
with a copy to, which shall not constitute notice:
 
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, TX 75202
Attn: Jeffrey M. Sone, Esq.
 
And
 
Costar Midstream Energy, LLC
8150 North Central Expressway
Suite 635
Dallas, TX 75206
Attn: Kevin Sullivan
 
If to the Escrow Agent:
 
Wells Fargo Bank, National Association
1740 Broadway
Denver, CO 80274
Attention: Michael McGuire; Corporate, Municipal and Escrow Solutions
Telephone: (303) 863-6425
Facsimile: (303) 863-5645
E-mail:        michael.w.mcguire@wellsfargo.com
 
Section 4.4.          Governing Law . This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts performable in that state without reference to principals regarding the resolution of conflicts of law.
 
Section 4.5.           Entire Agreement . This Escrow Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to the Escrow Property.
 
Section 4.6.           Amendment . This Escrow Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Parties and the Escrow Agent.
 
Section 4.7.           Waivers . The failure of any party to this Escrow Agreement at any time or times to require performance of any provision under this Escrow Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party to this Escrow Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement.

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Section 4.8.           Headings . Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions of this Escrow Agreement.
 
Section 4.9.           Counterparts . This Escrow Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.
 
Section 4.10          Publication; disclosure . By executing this Escrow Agreement, the Parties and the Escrow Agent acknowledge that this Escrow Agreement (including related attachments) contains certain information that is sensitive and confidential in nature and agree that such information needs to be protected from improper disclosure, including the publication or dissemination of this Escrow Agreement and related information to individuals or entities not a party to this Escrow Agreement. The Parties further agree to take reasonable measures to mitigate any risks associated with the publication or disclosure of this Escrow Agreement and information contained therein, including, without limitation, the redaction of the manual signatures of the signatories to this Escrow Agreement, or, in the alternative, publishing a conformed copy of this Escrow Agreement. If a Party must disclose or publish this Escrow Agreement or information contained therein pursuant to any regulatory, statutory, or governmental requirement, as well as any judicial, or administrative order, subpoena or discovery request, it shall notify in writing the other Party and the Escrow Agent at the time of execution of this Escrow Agreement of the legal requirement to do so. If any Party becomes aware of any threatened or actual unauthorized disclosure, publication or use of this Escrow Agreement, that Party shall promptly notify in writing the other Parties and the Escrow Agent and shall be liable for any unauthorized release or disclosure.
 
Section 4.11          Sellers’ Representative . Sellers appointed Energy Spectrum to act on behalf of the Sellers with the sole authority to take all actions under or with respect to this Escrow Agreement and each of the Exhibits and instruments and all matters and transactions contemplated hereunder. Any action required to be taken by, or right granted to, Sellers under this Agreement may be taken by Energy Spectrum alone without approval or notice to Costar. To effectuate this arrangement, Costar has named Energy Spectrum as its attorney-in-fact pursuant to an irrevocable Power of Attorney dated as of October __, 2014 which will be provided to Escrow Agent upon request.
 
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IN WITNESS WHEREOF, this Escrow Agreement has been duly executed as of the date first written above.
 
 	AMERICAN MIDSTREAM, LLC	
 	 	 	
 	By:	/s/ Daniel C. Campbell	
 	Name:	Daniel C. Campbell	
 	Title:	Senior Vice President and Chief	
 	Financial Officer	
 	 	 	
 	ENERGY SPECTRUM PARTNERS VI LP	
 	 	
 	By: Energy Spectrum Capital VI LP, its
general partner	
 	 	
 	By: Energy Spectrum VI LLC, its general
partner	
 	 	 	
 	By:	/s/ James P. Benson	
 	Name: James P. Benson	
 	Title:  Managing Director	
 
 	COSTAR MIDSTREAM ENERGY, LLC.	
 	 	
 	By:	/s/ Kevin Sullivan	
 	 	 	
 	Name:	Kevin Sullivan	
 	 	 	
 	Title:	Manager	
 	 	 	
 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Escrow Agent	
 	 	
 	By:	/s/ Scott Thompson	
 	 	 	
 	Name:	Scott Thompson	
 	 	 	
 	Title:	Vice President	

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EXHIBIT A
 
Agency and Custody Account Direction
For Cash Balances
Wells Fargo Money Market Deposit Accounts
 
Direction to use the following Wells Fargo Money Market Deposit Accounts for Cash Balances for the escrow account or accounts (the “Account”) established under the Escrow Agreement to which this Exhibit A is attached.
 
You are hereby directed to deposit, as indicated below, or as I shall direct further in writing from time to time, all cash in the Account in the following money market deposit account of Wells Fargo Bank, National Association:
 
Wells Fargo Money Market Deposit Account (MMDA)
  
I understand that amounts on deposit in the MMDA are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (FDIC), in the basic FDIC insurance amount of $250,000 per depositor, per insured bank. This includes principal and accrued interest up to a total of $250,000.
 
I acknowledge that I have full power to direct investments of the Account.
 
I understand that I may change this direction at any time and that it shall continue in effect until revoked or modified by me by written notice to you.

EXHIBIT A	

 	
 
EXHIBIT B-1
 
American Midstream, LLC (“AMID”) certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit B-1 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of AMID, and that the option checked in Part III of this Exhibit B-1 is the security procedure selected by AMID for use in verifying that a funds transfer instruction received by the Escrow Agent is that of AMID.
 
has reviewed each of the security procedures and has determined that the option checked in Part III of this Exhibit B-1 best meets its requirements; given the size, type and frequency of the instructions it will issue to the Escrow Agent. By selecting the security procedure specified in Part III of this Exhibit B-1, AMID acknowledges that it has elected to not use the other security procedures described and agrees to be bound by any funds transfer instruction, whether or not authorized, issued in its name and accepted by the Escrow Agent in compliance with the particular security procedure chosen by AMID.
 
NOTICE : The security procedure selected by AMID will not be used to detect errors in the funds transfer instructions given by AMID. If a funds transfer instruction describes the beneficiary of the payment inconsistently by name and account number, payment may be made on the basis of the account number even if it identifies a person different from the named beneficiary. If a funds transfer instruction describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. Therefore, it is important that AMID take such steps as it deems prudent to ensure that there are no such inconsistencies in the funds transfer instructions it sends to the Escrow Agent.

EXHIBIT B-  1 	

 	
 
Part I
 
Name, Title, Telephone Number, Electronic Mail (“e-mail”) Address and Specimen Signature for person(s) designated to provide direction, including but not limited to funds transfer instructions, and to otherwise act on behalf of AMID:
 
Name	 	Title	 	Telephone Number	 	Email Address	 	Specimen Signature	
Daniel C. Campbell	 	Senior Vice President and Chief Financial Officer	 	(303) 374-9847	 	dcampbell@americanmidstream.com	 	/s/ Daniel C. Campbell	
William B. Mathews	 	Vice President, Secretary and General Counsel	 	(720) 457-6075	 	bmathews@americanmidstream.com	 	/s/ William B. Mathews	
Kyle Quackenbush	 	Director of Finance	 	(720) 457-8108	 	 
kquackenbush@americanmidstream.com	 	/s/ Kyle Quackenbush	
Ryan Newburn	 	Attorney	 	(303) 374-9853	 	 
rnewburn@americanmidstream.com	 	/s/ Ryan Newburn	
 
Part II
 
Name, Title, Telephone Number and E-mail Address for
person(s) designated to confirm funds transfer instructions
 
Name	 	Title	 	Telephone Number	 	Email Address	 	Specimen Signature	
Daniel C. Campbell	 	Senior Vice President and Chief Financial Officer	 	(303) 374-9847	 	dcampbell@americanmidstream.com	 	/s/ Daniel C. Campbell	
Kyle Quackenbush	 	Director of Finance	 	(720) 457-8108	 	 
kquackenbush@americanmidstream.com	 	/s/ Kyle Quackenbush	
William B. Mathews	 	Vice President, Secretary and General Counsel	 	(720) 457-6075	 	bmathews@americanmidstream.com	 	/s/ William B. Mathews	
Ryan Newburn	 	Attorney	 	(303) 374-9853	 	 
rnewburn@americanmidstream.com	 	/s/ Ryan Newburn	

EXHIBIT B-  1 	

 	
 
Part III
 
Means for delivery of instructions and/or confirmations
 
The security procedure to be used with respect to funds transfer instructions is checked below:
 
	x	Option 1. Confirmation by telephone call-back . The Escrow Agent shall confirm funds transfer instructions by telephone call-back to a person at the telephone number designated on Part II above. The person confirming the funds transfer instruction shall be a person other than the person from whom the funds transfer instruction was received, unless only one person is designated in both Parts I and II of this Exhibit B-1.	

	x	CHECK box, if applicable:	
		If the Escrow Agent is unable to obtain confirmation by telephone call-back, the Escrow Agent may, at its discretion, confirm by e-mail, as described in Option 2.	
 
	¨	Option 2. Confirmation by e-mail . The Escrow Agent shall confirm funds transfer instructions by e-mail to a person at the e-mail address specified for such person in Part II of this Exhibit B-1. The person confirming the funds transfer instruction shall be a person other than the person from whom the funds transfer instruction was received, unless only one person is designated in both Parts I and II of this Exhibit B-1. AMID understands the risks associated with communicating sensitive matters, including time sensitive matters, by e-mail. AMID further acknowledges that instructions and data sent by e-mail may be less confidential or secure than instructions or data transmitted by other methods. The Escrow Agent shall not be liable for any loss of the confidentiality of instructions and data prior to receipt by the Escrow Agent.	

	¨	CHECK box, if applicable:	
If the Escrow Agent is unable to obtain confirmation by e-mail, the Escrow Agent may, at its discretion, confirm by telephone call-back, as described in Option 1.
 
	¨	Option 3. Delivery of funds transfer instructions by password protected file transfer system only - no confirmation . The Escrow Agent offers the option to deliver funds transfer instructions through a password protected file transfer system. If AMID wishes to use the password protected file transfer system, further instructions will be provided by the Escrow Agent. If AMID chooses this Option 3, it agrees that no further confirmation of funds transfer instructions will be performed by the Escrow Agent.	
 
	¨	Option 4. Delivery of funds transfer instructions by password protected file transfer system with confirmation . Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ¨ telephone call-back or ¨ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above.	
 
Dated this 14 th day of October 2014.
 
By	/s/ Daniel C. Campbell	 	
Name: Daniel C. Campbell	 	
Title: Senior Vice President and Chief Financial Officer	 	

EXHIBIT B-  1 	

 	
 
EXHIBIT B-2
 
Energy Spectrum Partners VI, LP (“Energy Spectrum”), and Costar Midstream Energy, LLC (“Costar”) (Costar and Energy Spectrum are referred to collectively as the “Sellers”) certify that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit B-2 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of Sellers, and that the option checked in Part III of this Exhibit B-2 is the security procedure selected by Sellers for use in verifying that a funds transfer instruction received by the Escrow Agent is that of Sellers.
 
Sellers have reviewed each of the security procedures and has determined that the option checked in Part III of this Exhibit B-2 best meets its requirements; given the size, type and frequency of the instructions it will issue to the Escrow Agent. By selecting the security procedure specified in Part III of this Exhibit B-2, Sellers acknowledge that they have elected to not use the other security procedures described and agrees to be bound by any funds transfer instruction, whether or not authorized, issued in its name and accepted by the Escrow Agent in compliance with the particular security procedure chosen by Sellers.
 
NOTICE : The security procedure selected by Sellers will not be used to detect errors in the funds transfer instructions given by Sellers. If a funds transfer instruction describes the beneficiary of the payment inconsistently by name and account number, payment may be made on the basis of the account number even if it identifies a person different from the named beneficiary. If a funds transfer instruction describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. Therefore, it is important that Sellers take such steps as it deems prudent to ensure that there are no such inconsistencies in the funds transfer instructions it sends to the Escrow Agent.

EXHIBIT B-  2 	

 	
 
Part I
 
Name, Title, Telephone Number, Electronic Mail (“e-mail”) Address and Specimen Signature for person(s) designated to provide direction, including but not limited to funds transfer instructions, and to otherwise act on behalf of Sellers
 
Name	 	Title	 	Telephone Number	 	Email Address	 	Specimen Signature	
James P. Benson	 	Managing Director	 	(214) 987-6103	 	jim.benson@energyspectrum.com	 	/s/ James P. Benson	
Thomas O. Whitener	 	President	 	(214) 987-6105	 	tom.whitener@energyspectrum.com	 	/s/ Thomas O. Whitener	
Chandler A. Phillips	 	Vice President	 	(214) 987-6106	 	chandler.phillips@energyspectrum.com	 	/s/ Chandler A. Phillips	
 
Part II
 
Name, Title, Telephone Number and E-mail Address for
person(s) designated to confirm funds transfer instructions
 
Name	 	Title	 	Telephone Number	 	Email Address	 	Specimen Signature	
James P. Benson	 	Managing Director	 	(214) 987-6103	 	jim.benson@energyspectrum.com	 	/s/ James P. Benson	
Thomas O. Whitener	 	President	 	(214) 987-6105	 	tom.whitener@energyspectrum.com	 	/s/ Thomas O. Whitener	
Chandler A. Phillips	 	Vice President	 	(214) 987-6106	 	chandler.phillips@energyspectrum.com	 	/s/ Chandler A. Phillips	

EXHIBIT B-  2 	

 	
 
Part III
 
Means for delivery of instructions and/or confirmations
 
The security procedure to be used with respect to funds transfer instructions is checked below:
 
	¨	Option 1. Confirmation by telephone call-back . The Escrow Agent shall confirm funds transfer instructions by telephone call-back to a person at the telephone number designated on Part II above. The person confirming the funds transfer instruction shall be a person other than the person from whom the funds transfer instruction was received, unless only one person is designated in both Parts I and II of this Exhibit B-2.	

	¨	CHECK box, if applicable:	
		If the Escrow Agent is unable to obtain confirmation by telephone call-back, the Escrow Agent may, at its discretion, confirm by e-mail, as described in Option 2.	
 
	x	Option 2. Confirmation by e-mail . The Escrow Agent shall confirm funds transfer instructions by e-mail to a person at the e-mail address specified for such person in Part II of this Exhibit B-2. The person confirming the funds transfer instruction shall be a person other than the person from whom the funds transfer instruction was received, unless only one person is designated in both Parts I and II of this Exhibit B-2. Sellers understand the risks associated with communicating sensitive matters, including time sensitive matters, by e-mail. Sellers further acknowledge that instructions and data sent by e-mail may be less confidential or secure than instructions or data transmitted by other methods. The Escrow Agent shall not be liable for any loss of the confidentiality of instructions and data prior to receipt by the Escrow Agent.	

	x	CHECK box, if applicable:	
If the Escrow Agent is unable to obtain confirmation by e-mail, the Escrow Agent may, at its discretion, confirm by telephone call-back, as described in Option 1.
 
	¨	Option 3. Delivery of funds transfer instructions by password protected file transfer system only - no confirmation . The Escrow Agent offers the option to deliver funds transfer instructions through a password protected file transfer system. If Sellers wish to use the password protected file transfer system, further instructions will be provided by the Escrow Agent. If Sellers choose this Option 3, they agree that no further confirmation of funds transfer instructions will be performed by the Escrow Agent.	
 
	¨	Option 4. Delivery of funds transfer instructions by password protected file transfer system with confirmation . Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by ¨ telephone call-back or ¨ e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above.	
 
[ Signature Page Follows ]

EXHIBIT B-  2 	

 	
 
Dated this ____ day of ___________, 20__.
 
ENERGY SPECTRUM PARTNERS VI LP	 	
 	 	
By: Energy Spectrum Capital VI LP, its general partner	 	
 	 	
By: Energy Spectrum VI LLC, its general partner	 	
 	 	
By:	/s/ James P. Benson	 	
Name: James P. Benson	 	
Title: Managing Director	 	

COSTAR MIDSTREAM ENERGY, LLC.	 	
 	 	 	
By:	/s/ Kevin Sullivan	 	
 	 	 	
Name:	Kevin Sullivan	 	
 	 	 	
Title:	Manager	 	

EXHIBIT B-  2 	

 	
 
EXHIBIT D-1
 
FORM OF FIRST RELEASE INSTRUCTIONS
 
First Release Instructions
 
[Date]
 
Wells Fargo Bank, NA
[Address]
[Address]
Attention: [                    ]
 
	Re:	Release of units representing limited partnership interests (“Common Units”) of American Midstream Partners, LP (“AMID LP”)	
 
Ladies and Gentlemen:
 
Reference is made to that certain Escrow Agreement, dated as of October __, 2014, by and among Costar Midstream Energy, LLC, a Texas limited liability company, Energy Spectrum Partners VI LP, a Delaware limited partnership, American Midstream, LLC, a Delaware limited liability company, and Wells Fargo Bank, National Association, as Escrow Agent (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
 
Pursuant to Section 1.3(b)(i) of the Agreement, you are hereby directed to mail, via overnight delivery service, (i) certificate number [__], in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, (ii) certificate number [__], in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units and (iii) the instruction letter from AMID LP set forth as Attachment A hereto (“Instruction Letter”) to:
 
[Transfer Agent]
[Address]
[Address]
Attention: [________]
 
Upon [Transfer Agent’s] processing of the instructions set forth in the Instruction Letter, you shall receive from the Transfer Agent:
 
(i)          one certificate in the name of Costar Midstream Energy, LLC, representing [_________] Common Units; and
(ii)         one certificate Costar Midstream Energy, LLC, representing [_________] Common Units.

EXHIBIT D-  1 	

 	
 
You are hereby directed to maintain such certificates in escrow as Escrow Units pursuant to the terms of the Agreement.
 
This letter of instruction may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same letter of instruction.
 
Please confirm the instructions contained in this letter of instruction through the procedures set forth in Exhibit B-1 and Exhibit B-2 of the Agreement.
 
*****
 
By the signatures affixed below, the parties agree to this letter of instruction and consent to its terms.
 
 	Energy Spectrum Partners VI LP, on behalf of itself and in its capacity as attorney-in-fact of Costar Midstream Energy, LLC	
 	 	
 	By:	Energy Spectrum Capital VI LP	
 	 	its general partner	
 	 	
 	By:	Energy Spectrum VI LLC	
 	 	its general partner	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	
 	 	 	
 	American Midstream, LLC	
 	 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	

EXHIBIT D-  1 	

 	
 
Attachment A
 
Instruction Letter
 
[Letterhead of American Midstream Partners, LP]
 
[Date]
 
[Transfer Agent]
[Address]
[Address]
 
	RE:	Letter of instruction	
 
Dear Ladies and Gentlemen:

 
Enclosed herewith are the following certificates:
 
	(i)	certificate number [__] in the name of Costar Midstream Energy, LLC, representing [_________] common units, representing limited partnership interests of American Midstream Partners, LP (“Common Units”); and	
	(ii)	certificate number [__] in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units.	
 
You are hereby directed to break up certificate number [__] in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, and
 
	(i)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Costar Midstream Energy, LLC with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units;	
	(ii)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Energy Spectrum Partners VI LP with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units; and	
	(iii)	issue, effective November 8, 2014, one physical certificate, in the name of Costar Midstream Energy, LLC representing [_________] Common Units printed with Legends [A, B and C] on as set forth on Exhibit A attached hereto (such certificate, the “New Costar Certificate”).	
 
You are hereby further directed to break up certificate number [__] in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units, and
 
	(i)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Energy Spectrum Partners VI LP with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units;	

EXHIBIT D-  1 	

 	
  
	(ii)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Costar Midstream Energy, LLC with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units; and	
	(iii)	issue, effective November 8, 2014, one physical certificate, in the name of Energy Spectrum Partners VI LP representing [_________] Common Units printed with Legends [A, B and C] on as set forth on Exhibit A attached hereto (such certificate, the “New Energy Spectrum Certificate”).	
 
Each of the New Costar Certificate and the New Energy Spectrum Certificate is to be mailed, via next day delivery service, to:
 
Wells Fargo National Banking Association
Attn: [______________]
[Address]
[Address]
[Phone Number]
 
As Vice President, General Counsel and Secretary of American Midstream Partners GP, LLC, general partner of American Midstream Partners, LP, I hereby approve the instructions contained herein.
 
Sincerely,
 
William B. Mathews
Secretary, General Counsel and Vice President
American Midstream GP, LLC, general partner of
American Midstream Partners, LP

EXHIBIT D-  1 	

 	
 
Exhibit A
 
Legends
 
[See Attached]

EXHIBIT D-  1 	

 	
 
EXHIBIT D-2
 
FORM OF SECOND RELEASE INSTRUCTIONS
 
Second Release Instructions
 
[Date]
 
Wells Fargo Bank, NA
[Address]
[Address]
Attention: [_________]
 
	Re:	Release of units representing limited partnership interests (“Common Units”) of American Midstream Partners, LP (“AMID LP”)	
 
Ladies and Gentlemen:
 
Reference is made to that certain Escrow Agreement, dated as of October __, 2014, by and among Costar Midstream Energy, LLC, a Texas limited liability company, Energy Spectrum Partners VI LP, a Delaware limited partnership, American Midstream, LLC, a Delaware limited liability company, and Wells Fargo Bank, National Association, as Escrow Agent (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
 
Pursuant to Section 1.3(b)(ii) of the Agreement, you are hereby directed to mail, via overnight delivery service, (i) certificate number [__], in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, (ii) certificate number [__], in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units and (iii) the instruction letter from AMID LP set forth as Attachment A hereto (“Instruction Letter”) to:
 
[Transfer Agent]
[Address]
[Address]
Attention: [________]
 
Upon [Transfer Agent’s] processing of the instructions set forth in the Instruction Letter, you shall receive from the Transfer Agent:
 
	(i)	one certificate in the name of Costar Midstream Energy, LLC, representing [_________] Common Units; and	
	(ii)	one certificate Costar Midstream Energy, LLC, representing [_________] Common Units.	

Exhibit D-2	

 	
 
You are hereby directed to maintain such certificates in escrow as Escrow Units pursuant to the terms of the Agreement.
 
This letter of instruction may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same letter of instruction.
 
Please confirm the instructions contained in this letter of instruction through the procedures set forth in Exhibit B-1 and Exhibit B-2 of the Agreement.
 
*****
By the signatures affixed below, the parties agree to this letter of instruction and consent to its terms.
 
 	Energy Spectrum Partners VI LP, on behalf of itself and in its capacity as attorney-in-fact of Costar Midstream Energy, LLC	
 	 	
 	By:	Energy Spectrum Capital VI LP	
 	 	its general partner	
 	 	
 	By:	Energy Spectrum VI LLC	
 	 	its general partner	
 
 	By:	 	
 	Name:	
 	Title:	
 	 	
 	American Midstream, LLC	
 	 	
 	By:	 	
 	Name:	
 	Title:	

Exhibit D-2	

 	
 
Attachment A
 
Instruction Letter
 
[Letterhead of American Midstream Partners, LP]
 
[Date]
 
[Transfer Agent]
[Address]
[Address]
 
	RE:	Letter of instruction	
 
Dear Ladies and Gentlemen:
 
Enclosed herewith are the following certificates:
 
	(i)	certificate number [__] in the name of Costar Midstream Energy, LLC, representing [_________] common units, representing limited partnership interests of American Midstream Partners, LP (“Common Units”); and	
	(ii)	certificate number [__] in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units.	
 
You are hereby directed to break up certificate number [__] in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, and
 
	(i)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Costar Midstream Energy, LLC with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units;	
	(ii)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Energy Spectrum Partners VI LP with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units; and	
	(iii)	issue, effective November 8, 2014, one physical certificate, in the name of Costar Midstream Energy, LLC representing [_________] Common Units printed with Legends [A, B and C] on as set forth on Exhibit A attached hereto (such certificate, the “New Costar Certificate”).	
 
You are hereby further directed to break up certificate number [__] in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units, and
 
	(i)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Energy Spectrum Partners VI LP with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units;	

Exhibit D-2	

 	
 
	(ii)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Costar Midstream Energy, LLC with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units; and	
	(iii)	issue, effective November 8, 2014, one physical certificate, in the name of Energy Spectrum Partners VI LP representing [_________] Common Units printed with Legends [A, B and C] on as set forth on Exhibit A attached hereto (such certificate, the “New Energy Spectrum Certificate”).	
 
Each of the New Costar Certificate and the New Energy Spectrum Certificate is to be mailed, via next day delivery service, to:
 
Wells Fargo National Banking Association
Attn: [______________]
[Address]
[Address]
[Phone Number]
 
As Vice President, General Counsel and Secretary of American Midstream Partners GP, LLC, general partner of American Midstream Partners, LP, I hereby approve the instructions contained herein.
 
Sincerely,
 
William B. Mathews
Secretary, General Counsel and Vice President
American Midstream GP, LLC, general partner of
American Midstream Partners, LP

Exhibit D-2	

 	
 
Exhibit A
 
Legends
 
[See Attached]

Exhibit D-2	

 	
 
EXHIBIT D-3
 
FORM OF FINAL RELEASE INSTRUCTIONS
 
Final Release Instructions
 
[Date]
 
Wells Fargo Bank, NA
[Address]
[Address]
Attention: [_________]
 
	Re:	Release of units representing limited partnership interests (“Common Units”) of American Midstream Partners, LP (“AMID LP”) and all interest, distributions and earnings thereon	
 
Ladies and Gentlemen:
 
Reference is made to that certain Escrow Agreement, dated as of October __, 2014, by and among Costar Midstream Energy, LLC, a Texas limited liability company, Energy Spectrum Partners VI LP, a Delaware limited partnership, American Midstream, LLC, a Delaware limited liability company, and Wells Fargo Bank, National Association, as Escrow Agent (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
 
Pursuant to Section 1.3(b)(iii) of the Agreement, you are hereby directed to mail, via overnight delivery service, (i) certificate number [__], in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, (ii) certificate number [__], in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units and (iii) the instruction letter from AMID LP set forth as Attachment A hereto (“Instruction Letter”) to:
 
[Transfer Agent]
[Address]
[Address]
Attention: [________]
 
Furthermore, you are hereby directed to deliver the remaining Escrow Cash, if any, in the Escrow Account on the date of your receipt of this notice plus any final investment income earned following the date of your receipt of this notice, by wire transfer of immediately available funds to the accounts, and in the percentages, set forth below.

Exhibit D-3	

 	
 
[Costar Percentage]	 	[Energy Spectrum Percentage]	
[Costar Wiring Instructions]	 	[Energy Spectrum Wiring Instructions]	
[Costar Wiring Instructions]	 	[Energy Spectrum Wiring Instructions]	
[Costar Wiring Instructions]	 	[Energy Spectrum Wiring Instructions]	
[Costar Wiring Instructions]	 	[Energy Spectrum Wiring Instructions]	
 
This letter of instruction may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same letter of instruction.
 
Please confirm the instructions contained in this letter of instruction through the procedures set forth in Exhibit B-1 and Exhibit B-2 of the Agreement.
 
*****
By the signatures affixed below, the parties agree to this letter of instruction and consent to its terms.

 	Energy Spectrum Partners VI LP, on behalf of itself and in its capacity as attorney-in-fact of Costar Midstream Energy, LLC	
 	 	
 	By:	Energy Spectrum Capital VI LP	
 	 	its general partner	
 	 	
 	By:	Energy Spectrum VI LLC	
 	 	its general partner	
 
 	By:	 	
 	Name:	
 	Title:	
 	 	
 	American Midstream, LLC	
 	 	
 	By:	 	
 	Name:	
 	Title:	

Exhibit D-3	

 	
 
Attachment A
 
Instruction Letter
 
[Letterhead of American Midstream Partners, LP]
 
[Date]
 
[Transfer Agent]
[Address]
[Address]
 
	RE:	Letter of instruction	
 
Dear Ladies and Gentlemen:
 
Enclosed herewith are the following certificates:
 
	(i)	certificate number [__] in the name of Costar Midstream Energy, LLC, representing [_________] common units, representing limited partnership interests of American Midstream Partners, LP (“Common Units”); and	
	(ii)	certificate number [__] in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units.	
 
You are hereby directed to convert certificate number [__] in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, into electronic book entry form and credit [_________] such Common Units to the individual account of Costar Midstream Energy, LLC and [_________] such Common Units to the individual account of Energy Spectrum Partners VI LP each with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units.
 
You are hereby further directed to convert certificate number [__] in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units, into electronic book entry form and credit [_________] such Common Units to the individual account of Energy Spectrum Partners VI LP and [_________] such Common Units to the individual account of Costar Midstream Energy, LLC each with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units.
 
As Vice President, General Counsel and Secretary of American Midstream Partners GP, LLC, general partner of American Midstream Partners, LP, I hereby approve the instructions contained herein.

Exhibit D-3	

 	
 
Sincerely,
 
William B. Mathews
Secretary, General Counsel and Vice President
American Midstream GP, LLC, general partner of
American Midstream Partners, LP

Exhibit D-3	

 	
 
EXHIBIT D-4
 
FORM OF ADDITIONAL RELEASE INSTRUCTIONS
 
Additional Release Instructions
 
[Date]
 
Wells Fargo Bank, NA
[Address]
[Address]
Attention: [_________]
 
	Re:	Release of units representing limited partnership interests (“Common Units”) of American Midstream Partners, LP (“AMID LP”)	
 
Ladies and Gentlemen:
 
Reference is made to that certain Escrow Agreement, dated as of October __, 2014, by and among Costar Midstream Energy, LLC, a Texas limited liability company, Energy Spectrum Partners VI LP, a Delaware limited partnership, American Midstream, LLC, a Delaware limited liability company, and Wells Fargo Bank, National Association, as Escrow Agent (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
 
Pursuant to Section 1.3(b)(iv) of the Agreement, you are hereby directed to mail, via overnight delivery service, (i) certificate number [__], in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, (ii) certificate number [__], in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units and (iii) the instruction letter from AMID LP set forth as Attachment A hereto (“Instruction Letter”) to:
 
[Transfer Agent]
[Address]
[Address]
Attention: [________]
 
Upon [Transfer Agent’s] processing of the instructions set forth in the Instruction Letter, you shall receive:
 
	(i)	one certificate in the name of Costar Midstream Energy, LLC, representing [_________] Common Units; and	
	(ii)	one certificate in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units.	

Exhibit D-4	

 	
 
You are hereby directed to maintain such certificates in escrow pursuant to the terms of the Agreement.
 
This letter of instruction may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same letter of instruction.
 
Please confirm the instructions contained in this letter of instruction through the procedures set forth in Exhibit B-1 and Exhibit B-2 of the Agreement.
 
*****
By the signatures affixed below, the parties agree to this letter of instruction and consent to its terms.

 	Energy Spectrum Partners VI LP, on behalf of itself and in its capacity as attorney-in-fact of Costar Midstream Energy, LLC	
 	 	
 	By:	Energy Spectrum Capital VI LP	
 	 	its general partner	
 	 	
 	By:	Energy Spectrum VI LLC	
 	 	its general partner	
 	 	
 	By:	 	
 	Name:	
 	Title:	
 	 	
 	American Midstream, LLC	
 	 	
 	By:	 	
 	Name:	
 	Title:	

Exhibit D-4	

 	
 
Attachment A
 
Instruction Letter
 
[Letterhead of American Midstream Partners, LP]
 
[Date]
 
[Transfer Agent]
[Address]
[Address]
 
	RE:	Letter of instruction	
 
Dear Ladies and Gentlemen:
 
Enclosed herewith are the following certificates:
 
	(i)	certificate number [__] in the name of Costar Midstream Energy, LLC, representing [_________] common units, representing limited partnership interests of American Midstream Partners, LP (“Common Units”); and	
	(ii)	certificate number [__] in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units.	
 
You are hereby directed to break up certificate number [__] in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, and
 
	(i)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Costar Midstream Energy, LLC with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units;	
	(ii)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Energy Spectrum Partners VI LP with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units; and	
	(iii)	issue, effective November 8, 2014, one physical certificate, in the name of Costar Midstream Energy, LLC representing [_________] Common Units printed with Legends [A, B and C] on as set forth on Exhibit A attached hereto (such certificate, the “New Costar Certificate”).	
 
You are hereby further directed to break up certificate number [__] in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units, and
 
	(i)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Energy Spectrum Partners VI LP with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units;	

Exhibit D-4	

 	
 
	(ii)	convert [_________] Common Units, into electronic book entry form and credit such Common Units to the individual account of Costar Midstream Energy, LLC with an issue date of November 8, 2014, maintaining the restrictions set forth in the legends to such Common Units; and	
	(iii)	issue, effective November 8, 2014, one physical certificate, in the name of Energy Spectrum Partners VI LP representing [_________] Common Units printed with Legends [A, B and C] on as set forth on Exhibit A attached hereto (such certificate, the “New Energy Spectrum Certificate”).	
 
Each of the New Costar Certificate and the New Energy Spectrum Certificate is to be mailed, via next day delivery service, to:
 
Wells Fargo National Banking Association
Attn: [______________]
[Address]
[Address]
[Phone Number]
 
As Vice President, General Counsel and Secretary of American Midstream Partners GP, LLC, general partner of American Midstream Partners, LP, I hereby approve the instructions contained herein.
 
Sincerely,
 
William B. Mathews
Secretary, General Counsel and Vice President
American Midstream GP, LLC, general partner of
American Midstream Partners, LP

Exhibit D-4	

 	
 
Exhibit A
 
Legends
 
[See Attached]

Exhibit D-4	

 	
 
EXHIBIT D-5
 
FORM OF INDEMNITY RELEASE INSTRUCTIONS
 
Indemnity Release Instructions
 
[Date]
 
Wells Fargo Bank, NA
[Address]
[Address]
Attention: [_________]
 
	Re:	Release of units representing limited partnership interests (“Common Units”) of American Midstream Partners, LP (“AMID LP”) and all interest, distributions and earnings thereon	
 
Ladies and Gentlemen:
 
Reference is made to that certain Escrow Agreement, dated as of October __, 2014, by and among Costar Midstream Energy, LLC, a Texas limited liability company, Energy Spectrum Partners VI LP, a Delaware limited partnership, American Midstream, LLC, a Delaware limited liability company, and Wells Fargo Bank, National Association, as Escrow Agent (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
 
Pursuant to Section 1.3(b)(v) of the Agreement, you are hereby directed to deliver $[____________] from the Escrow Cash, by wire transfer of immediately available funds to the account set forth below:
 
[AMID Wiring Instructions]
[AMID Wiring Instructions]
[AMID Wiring Instructions]
[AMID Wiring Instructions]
 
You are further directed to mail, via overnight delivery service, (i) certificate number [__], in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, (ii) certificate number [__], in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units and (iii) the instruction letter from AMID LP set forth as Attachment A hereto (“Instruction Letter”) to:
 
[Transfer Agent]
[Address]
[Address]

Exhibit D-5	

 	
 
Attention: [________]
 
Upon [Transfer Agent’s] processing of the instructions set forth in the Instruction Letter, you shall receive:
 
	(iii)	one certificate in the name of Costar Midstream Energy, LLC, representing [_________] Common Units; and	
	(iv)	one certificate Costar Midstream Energy, LLC, representing [_________] Common Units.	
 
You are hereby directed to maintain such certificates in escrow as Escrow Units pursuant to the terms of the Agreement.
 
This letter of instruction may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same letter of instruction.
 
Please confirm the instructions contained in this letter of instruction through the procedures set forth in Exhibit B-1 and Exhibit B-2 of the Agreement.
 
*****

Exhibit D-5	

 	
 
By the signatures affixed below, the parties agree to this letter of instruction and consent to its terms.

 	Energy Spectrum Partners VI LP, on behalf of itself and in its capacity as attorney-in-fact of Costar Midstream Energy, LLC	
 	 	
 	By:	Energy Spectrum Capital VI LP	
 	 	its general partner	
 	 	
 	By:	Energy Spectrum VI LLC	
 	 	its general partner	
 	 	
 	By:	 	
 	Name:	
 	Title:	
 	 	
 	American Midstream, LLC	
 	 	
 	By:	 	
 	Name:	
 	Title:	

Exhibit D-5	

 	
 
Attachment A
 
Instruction Letter
 
[Letterhead of American Midstream Partners, LP]
 
[Date]
 
[Transfer Agent]
[Address]
[Address]
 
	RE:	Letter of instruction	
 
Dear Ladies and Gentlemen:
 
Enclosed herewith are the following certificates:
 
	(iii)	certificate number [__] in the name of Costar Midstream Energy, LLC, representing [_________] common units, representing limited partnership interests of American Midstream Partners, LP (“Common Units”); and	
	(iv)	certificate number [__] in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units.	
 
You are hereby directed to break up certificate number [__] in the name of Costar Midstream Energy, LLC, representing [_________] Common Units, and
 
	(iv)	cancel and retire [_________] Common Units; and	
	(v)	issue, effective November 8, 2014, one physical certificate, in the name of Costar Midstream Energy, LLC representing [_________] Common Units printed with Legends [A, B and C] on as set forth on Exhibit A attached hereto (such certificate, the “New Costar Certificate”).	
 
You are hereby further directed to break up certificate number [__] in the name of Energy Spectrum Partners VI LP, representing [_________] Common Units, and
 
	(iv)	cancel and retire [_________] Common Units; and	
	(v)	issue, effective November 8, 2014, one physical certificate, in the name of Energy Spectrum Partners VI LP representing [_________] Common Units printed with Legends [A, B and C] on as set forth on Exhibit A attached hereto (such certificate, the “New Energy Spectrum Certificate”).	
 
Each of the New Costar Certificate and the New Energy Spectrum Certificate is to be mailed, via next day delivery service, to:

Exhibit D-5	

 	
 
Wells Fargo National Banking Association
Attn: [______________]
[Address]
[Address]
[Phone Number]
 
As Vice President, General Counsel and Secretary of American Midstream Partners GP, LLC, general partner of American Midstream Partners, LP, I hereby approve the instructions contained herein.
 
Sincerely,
 
William B. Mathews
Secretary, General Counsel and Vice President
American Midstream GP, LLC, general partner of
American Midstream Partners, LP

Exhibit D-5	

 	
 
Exhibit A
 
Legends
 
[See Attached]

Exhibit D-5	

 
Exhibit 99.6
 
SELLERS’ AGREEMENT
 
This Sellers’ Agreement (this “ Agreement ”) is entered into as of October 13, 2014 by and between Costar Midstream Energy, LLC, a Texas limited liability company (the “ Management Member ”), and Energy Spectrum Partners VI LP, a Delaware limited partnership (the “ ESP Member ”). The Management Member and the ESP Member are sometimes referred to collectively herein as the “ Parties ” and individually as a “ Party ”.
 
Unless the context otherwise requires, capitalized terms used but not defined in this Joinder Agreement have the same meanings assigned to them in the Purchase and Sale Agreement (the “ Purchase Agreement ”), dated as of even date herewith, among the Parties and American Midstream, LLC, a Delaware limited liability company (“ Buyer ”).
 
RECITALS :
 
WHEREAS , Management Member and ESP Member are parties to that certain Amended and Restated Company Agreement (the “ Company Agreement ”) of Costar Midstream, L.L.C. (the “ Company ”), dated December 16, 2011; and
 
WHEREAS, the ESP Member is the record holder of the Golden Share (as defined in the Second Amended and Restated Company Agreement of Management Member dated as of December 16, 2011), as the transferee of the Company; and
 
WHEREAS , the Parties collectively own 100% of the issued and outstanding membership interests (the “ Interests ”) of the Company; and
 
WHEREAS , Buyer has agreed to purchase the Interests from the Parties pursuant to the Purchase Agreement; and
 
WHEREAS , the Parties have agreed to allocate among themselves all consideration received from the Buyer with respect to their ownership of the Interests in accordance with Section 7.5(a) of the Company Agreement as if such consideration was received in a transaction to which such Section 7.5(a) applies; and
 
WHEREAS, the Parties have determined to appoint the ESP Member as Sellers’ Representative with the sole authority, to the exclusion of the Parties themselves, to take all actions under or with respect to the Purchase Agreement and each of the agreements and instruments contemplated thereunder, that the Parties would be entitled to take in its individual capacity as each of such Parties’ respective attorney-in-fact; and
 
WHEREAS , the Parties desire to enter into this Agreement to evidence certain understandings with respect to the consideration to be received by the Parties from Buyer under the Purchase Agreement and with respect to ESP Member serving as representative of the Parties for certain matters arising under the Purchase Agreement.
 
NOW THEREFORE , the Parties agree as follows:

 	

 	
 
1.           Appointment of Sellers’ Representative . The Parties hereby constitute and appoint the ESP Member as their representative (the “ Sellers’ Representative ”) and their agent, agent for service of process and true and lawful attorney in fact with full power of substitution, and authority in each of their names and on behalf of each of them, in accordance with the terms of this Agreement:
 
	(a)	To act in the name, place and stead of Parties with respect to all matters arising under the Purchase Agreement and the Escrow Agreement, and all other documents (together with the Purchase Agreement and the Escrow Agreement, the “ Transaction Documents ”) and the transactions contemplated therein (the “ Transactions ”). All actions taken by the Sellers’ Representative hereunder shall be conclusive and binding on the Parties as if expressly confirmed and ratified in writing by each of the Parties. Without limiting the generality of the foregoing, the Sellers’ Representative shall have full power and authority on behalf of all of the Parties to take any and all actions and make any decisions required or permitted to be taken or made by either Party under the Transaction Documents, including the exercise of the power to: (i) consummate the Transactions; (ii) interpret all of the terms and provisions of the Transactions Documents; (iii) execute, deliver, acknowledge, certify and file (in the name of any or all Parties or otherwise) any and all documents and take or omit to take any and all actions and make all decisions, including, but not limited to, providing instructions, negotiating, granting releases (including global releases) of liability, and entering into compromises or settlements of, and resolving, disputes, that the Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with any matter arising under the Transaction Documents including those matters covered in Sections 2.5 2.7, 5.3, 5.4, 5.7, 5.8, 9.2, 9.3, 9.4, 9.5, 9.8, or 9.9 or under Articles VI (including with respect to warranty claims), and Article VIII, (including with respect to indemnification claims) of the Purchase Agreement and Sections 1.2, 1.3, 1.4, 1.5, 3.1, 3.3, 4.1, 4.3, 4.6, 4.7, and 4.10 of the Escrow Agreement and such comparable provisions in the other Transaction Documents; (iv) give and receive notices and communications under the Transaction Documents; (v) authorize the payment of fees, expenses and distributions including, without limitation, any fees, of Sellers’ Representative; (vi) to make decisions with respect to any claim for indemnification by a Buyer Indemnitee and any claim with respect to the Escrow Property (as that term is defined in the Escrow Agreement), including authorizing the release of any portion of the Escrow Property to a Buyer Indemnitee under Section 1.3 of the Escrow Agreement; (vii) to receive and disburse to the Parties any funds or property received on behalf of the Parties under the Transaction Documents or otherwise in accordance with this Agreement; (viii) execute amendments (and additional documents related thereto) to the Transaction Documents on behalf of the Parties generally consistent with the Transactions contemplated hereby, the execution thereof shall be conclusive evidence of such determination; (ix) designate (A) the accounts for payment of amounts to be paid to the Parties, respectively, pursuant to the Purchase Agreement, (B) to designate the respective amounts of consideration to be distributed from any escrows to the Parties from time to time for the purposes of Sections 6 , 7 , and 8 below, and (C) the transferee of any Common Units to be received by the Parties pursuant to the Purchase Agreement, Escrow Agreement, or other Transaction Documents; (x) give and receive notices pursuant to Section 9.9 of the Purchase Agreement and Section 4.3 of the Escrow Agreement and such comparable provisions in the other Transaction Documents; and (xi) make any tax filings required to be filed with any federal or state tax authority as a result of this Agreement, the Transaction Documents, or the Transactions. ESP Member hereby accepts its appointment as the Sellers’ Representative.	

 	

 	
 
	(b)	To designate a replacement Sellers’ Representative, and Parties, by virtue of their execution and delivery of this Agreement, hereby consent to such replacement Sellers’ Representative. Any such successor shall become the “Sellers’ Representative” for all purposes under this Agreement and the Transaction Documents. Any replacement Sellers’ Representative will sign a joinder to this Agreement within five (5) business days of appointment. Should ESP Member designate a replacement Sellers’ Representative they will notify Management Member within five (5) business days of the selection. If for any reason there is no Sellers’ Representative at any time, all references herein to the Sellers’ Representative shall be deemed to refer to the Parties.	
 
	(c)	To do all things and to perform all acts not explicitly referenced in Sections 1(a) and (1)(b) of this Agreement, including executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or deemed advisable to effectuate the provisions of this Agreement.	
 
2.           The Sellers’ Representative as Sole Agent . The Sellers shall refrain from taking any action or engaging in any negotiation or transaction or giving any notice which the Sellers’ Representative shall have the authority to do or engage under Section 1 above, it being the intent of the Parties that the Sellers’ Representative, on behalf of the Parties collectively and individually, will be solely responsible for dealing with the Buyer and third parties, including any Escrow Agent, with whom the Parties have a contractual relationship arising from the Purchase Agreement or the agreements contemplated therein. At the request of the Sellers’ Representative, the Parties will execute and deliver such agreements, instruments and certificates as the Sellers’ Representative shall reasonably request to give effect to the foregoing and Section 1 above.
 
3.           No Remedies from Third Parties . The Parties shall not seek a remedy from any third party, including but not limited to the Buyer or the Escrow Agent, nor shall it name any such third party as a party in any proceeding seeking a relief or a remedy for a breach or alleged breach by the Sellers’ Representative of any of its obligations hereunder or under the Company Agreement.
 
4.           No Amendment of the Company Agreement . Notwithstanding the provisions of Sections 1 and 2 above, the ESP Member shall not have the authority to amend or modify the rights, duties or obligations of the Members under the Company Agreement without in each case complying the provisions Section 14.3 of the Company Agreement.

 	

 	
 
5.           Irrevocability and Limitation on Liability of Sellers’ Representative . The appointment and grant of power and authority of Sellers’ Representative herein and pursuant to the Power of Attorney is coupled with an interest and is in consideration of the mutual covenants made herein, and is irrevocable and shall not be terminated by any act of either the Management Member or the ESP Member or by operation of law, including the death or incapacity of any person or by the occurrence of any other event without the consent of the Sellers’ Representative. No bond shall be required of the Sellers’ Representative, and the Sellers’ Representative shall receive no compensation for its services. The Parties hereby consent to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Sellers’ Representative pursuant to this Agreement. Each of the Parties agree that the Sellers’ Representative shall have no obligation or liability to any person for any action or omission taken or omitted by the Sellers’ Representative in good faith hereunder, and each of the Parties shall indemnify and hold the Sellers’ Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Sellers’ Representative may sustain as a result of any such action or omission by the Sellers’ Representative hereunder.
 
6.           Allocation of Consideration . The Parties agree that the consideration received from Buyer from time to time, and any amounts distributed to the Parties as deferred consideration or from any escrows, shall be applied to the payment of distributions to the Parties in the ratio that reflects the order of priority specified in Section 7.5(a) of the Company Agreement at such time as it is received by the Parties from the Buyer or the Escrow Agent, as applicable. For purposes of making distributions under the Company Agreement, the Parties agree that Common Units received in connection with the Purchase Agreement will be valued as follows:
 
	(a)	All Common Units received by the Parties at the Closing will be valued at the Unit Price.	
 
	(b)	All Common Units received by the Parties after the Closing will be valued at the Market Price.	
 
7.           Ownership of Escrowed Common Units . During the period in which the Common Units are held by the Escrow Agent each Party will be deemed to own the escrowed Common Units (and any dividends, earnings and other distributions thereon) in the ratio determined as if all distributions were made pursuant to Section 7.5(a) of the Company Agreement (such ratios determined as if the Payout Percentages set forth for each Party with respect to the Payout Threshold (as such terms are defined in the Company Agreement) are paid pursuant to Section 7.5(a) of the Company Agreement) (the “ Closing Allocation Percentage ”) determined as of the Closing and set forth on Schedule 7.3 to the Purchase Agreement.

 	

 	
 
8.           Distribution of Escrowed Common Units . Common Units and any cash received by the Parties as a distribution from Escrow Property (as that term is defined in that certain Escrow Agreement of even date by and among Management Member, ESP Member, Buyer, and Wells Fargo Bank, National Association (the “ Escrow Agreement ”)) shall be distributed among the Parties in the percentages that would be received by the Parties if an amount in cash were distributed at such time among the Parties in accordance with Section 7.5(a) of the Company Agreement, calculated for Payout Percentages and Payout Thresholds as of the date of distribution and without taking in to consideration the deemed ownership of the Parties pursuant to Section 7 of this Agreement; provided, however, that if at such time as Common Units have been released to the Parties from Escrow (which shall not include those Common Units retained in satisfaction of an indemnity claim pursuant to the terms of the Purchase Agreement), one Party is entitled to receive a percentage of the distributed Common Units or cash that is less than its Closing Allocation Percentage, the Sellers’ Representative shall (i) notify that Party (the “ True-up Party ”) and shall deliver a written notice (the “ True-up Notice ”) to the other Party (the “ Surplus Party ”) setting forth the Implied Tax Amount, and (ii) designate to the Escrow Agent that Common Units or cash, as the case may be, otherwise distributable to the Surplus Party shall instead be distributed to the True-up Party until the True-up Party shall have received the number of Common Units or cash, as the case may be, equal in value to the Implied Tax Amount. Notwithstanding the foregoing, in the calculation of amounts due the Parties under Section 7.5(a) of the Company Agreement, an amount equal to the Implied Tax Amount (as subsequently defined) borne by the Surplus Party with respect to distributions received with respect to Common Units held of record as of the Closing but distributed to the True-up Party shall be deemed distributed to the True-up Party for the purposes of making the calculations required by Section 7.5(a) of the Company Agreement. For purposes of this Agreement, (i) “ Implied Tax Amount ” means a dollar amount equal to the product of (A) aggregate allocation of items of income and gain (net of any allocations of items of loss and deduction) for federal income tax purposes with respect to each of the Non-Received Units for the period beginning on the Closing Date and ending on the day such Units are released from escrow (if American Midstream is not able to provide the amount to be allocated with respect to the Non-Received Units for the period beginning on January 1, 2015 and ending on the date such Non-Received Units are distributed from escrow, an estimate shall be made by the Sellers’ Representative) and (B) .434 and (ii) “ Non-Received Units ” means, with respect to a Party, the difference between (A) the product of (x) such Party’s Closing Allocation Percentage and (y) the total number of Common Units distributed to all Parties from the Escrow Property, and (B) the number of Common Units actually received by a Party pursuant to the first sentence of this Section 8 .
 
9.           Term . This Agreement shall continue indefinitely; provided that if all of the Transaction Documents shall be terminated pursuant to the terms thereof, this Agreement shall automatically terminate without the need for any further action by the Parties.
 
10.          Amendments and Waivers . This Agreement may be amended, superseded or canceled only by a written instrument duly executed by the Parties. Any of the terms of this Agreement and any condition to a Party’s obligations hereunder may be waived only in a writing signed by that Party specifically stating that it waives a term or condition hereof. No waiver by either Party of any one or more conditions or defaults by the other in performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future conditions or defaults, whether of a like or different character, nor shall the waiver constitute a continuing waiver unless otherwise expressly provided.
 
11.          Severability . Each portion of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

 	

 	
 
12.          Counterparts; Electronic Delivery . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart signature page that is delivered via facsimile, electronic mail or other electronic means shall have the same force and effect as an original counterpart signature page.
 
13.          Governing Law and Jurisdiction . This Agreement shall be governed by, enforced in accordance with, and interpreted under, the Laws of the State of Texas, without reference to conflicts of Laws principles. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF TEXAS IN EACH CASE LOCATED IN THE CITY OF DALLAS AND COUNTY OF DALLAS, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
 
14.          Notices and Addresses . Any notice, request, instruction, waiver or other communication to be given hereunder by either Party shall be in writing and shall be considered duly delivered if personally delivered, mailed by certified mail with the postage prepaid (return receipt requested) or sent by messenger or overnight delivery service to the addresses of the Parties as follows:
 
ESP Member:

Energy Spectrum Partners VI LP
5956 Sherry Lane, Suite 900
Dallas, TX 75225
Attention: James P. Benson
 
Management Member:
 
Costar Midstream Energy, LLC
8150 North Central Expressway
Suite 635
Dallas, TX 75206
Attn: Kevin Sullivan

 	

 	
 
or at such other address as either Party may designate by written notice to the other Party in the manner provided in this Section 14 . Notice by mail shall be deemed to have been given and received on the third (3 rd ) day after posting. Notice by messenger, overnight delivery service or personal delivery shall be deemed given on the date of actual delivery if such date is a Business Day and, if not, on the first Business Day following such date.
 
15.          No Partnership; Third Party Beneficiaries . Nothing in this Agreement shall be deemed to create a joint venture, partnership, or agency relationship between the Parties for state law purposes or a partnership for federal tax purposes. Nothing in this Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a third-party beneficiary contract.
 
16.          Waiver of Transfer Restrictions and Right of First Offer . Both Sellers hereby waive all right of first offer, transfer restrictions, and other provisions restricting the transfer or binding the Interest in the Company, including, but not limited to, those provisions contained in Article XI of the Company Agreement.
 
17.          Power of Attorney . In order to effectuate the powers of ESP Member to act as Sellers’ Representative pursuant to this Agreement, Management Member will sign an irrevocable Power of Attorney in the form attached hereto as Exhibit A (the “ Power of Attorney ”).
 
18.          Representation . The Parties and the Sellers’ Representative expressly and knowingly consent to Jackson Walker L.L.P. representing ESP Member, in its individual capacity and in its capacity as Sellers’ Representative, from and after the Closing in any matter that is or may be adverse to Management Member or any other party to the Transaction Documents, in connection with the Transactions contemplated by or otherwise arising under this Agreement, the Purchase Agreement, the Escrow Agreement, or the other Transaction Documents. This consent constitutes an advance waiver of any conflict of interest claim against Jackson Walker L.L.P. as a result of such firm representing ESP Member as described in the preceding sentence. In addition, each of Parties, expressly and knowingly, effective as of the Closing: (i) acknowledge and agree that all communications between Jackson Walker L.L.P. and the Company or its agents or representatives in connection with the Transactions contemplated by or otherwise arising under this Agreement, the Purchase Agreement, the Escrow Agreement, or the other Transaction Documents are subject to the sole and absolute control of ESP Member, (ii) waives any and all rights to obtain or otherwise control the disclosure of such communications, and (iii) Management Member covenants and agrees not to assert any rights whatsoever with respect to any such communications.
 
19.          Payments to Prospect . In connection with the consummation of the transactions contemplated in the Purchase Agreement, the Parties will assume certain obligations to third parties, including, but not limited to, the obligations under Section 2.6 of that certain the Purchase and Sale Agreement dated January 4, 2012 by and among Gas Solutions GP LLC, Gas Solutions LP, LLC, Costar Midstream, L.L.C., Costar GS GP, LLC, and Costar GS LP, LLC. The Parties intend to utilize the proceeds received and to be received as a result of the Transactions contemplated in the Purchase Agreement and the other Transaction Documents to satisfy those obligations, and in that regard agree that the powers granted in Sections 1 , 6 and 8 shall include the authority to utilize such proceeds, including any proceeds to be received in the future, as the Sellers’ Representative deems appropriate in connection with satisfying the obligations of the Sellers under the Purchase Agreement and the other Transaction Documents.

 	

 	
 
20.          Reimbursement of Payments . Each Party agrees that, if (i)(A) an indemnification claim is required to be paid by the Parties (unless such claim is to be paid out of the Escrow Property in which case it will be handled under Section 8 ) under the Purchase Agreement or the other Transaction Documents, (B) either or both Parties is required to pay any money to the Buyer or a third party with respect to, or as a result of, the Transactions, (C) there is an adjustment to the purchase price payable to the Parties under the Purchase Agreement and the other Transaction Documents, (D) the Sellers’ Representative is entitled to indemnification under this Agreement, or (E) either Party pays on behalf of the Parties expenses or sales commissions relating to or arising out of the sale of the Common Units on behalf of the Parties (each a “ Party Liability ” and collectively “ Party Liabilities ”), and (ii) the actual amount expended by each Party with respect to such Party Liability does not match the reduction in consideration that each Party would have received if the Party Liability had reduced the final amount in cash and fair market value property distributed among the Parties in accordance with Section 7.5(a) of the Company Agreement (the “ Applicable Sharing Percentage ”), then the Party who paid less than such Party’s Applicable Sharing Percentage (the “ Underpaying Party ”) agrees to indemnify the Party that paid more than its Applicable Sharing Percentage (the “ Overpaying Party ”) with respect to the relevant Party Liability (such indemnification, a “ Reimbursement ”); provided that in the event of any offering of the Common Units, the Parties shall share expenses and sales commissions not in accordance with their Applicable Sharing Percentages, but in proportion to the number of Common Units sold on their respective behalf. Each Reimbursement shall be equal to the difference of (i) the product of (A) the Underpaying Party’s Applicable Sharing Percentage, multiplied by (B) the total amount of Party Liabilities arising from the date of this Agreement, minus (ii) the sum of (A) the aggregate amount expended by the Underpaying Party with respect to all Party Liabilities arising from the date of this Agreement, plus (B) the aggregate amount of Reimbursements made by the Underpaying Party from the date of this Agreement. The Sellers’ Representative shall have full authority in accordance with Section 6 of this Agreement to determine each Party’s Applicable Sharing Percentage with respect to each Party Liability and determine the amount of the Reimbursement required to be paid by the Underpaying Party to the Overpaying Party with respect to any Party Liability. The Sellers’ Representative shall also have full authority to determine the timing of the payment of any Reimbursements.
 
[ Signature Page Follows ]

 	

 	
 
IN WITNESS WHEREOF , the Parties have executed this Agreement on the day and year first above stated.

 	COSTAR MIDSTREAM ENERGY, LLC	
  
 	By:	/s/ Kevin Sullivan	
 	Name:	Kevin Sullivan	
 	Title:	Manager	
  
 	ENERGY SPECTRUM PARTNERS VI LP, in its own capacity and as Sellers’ Representative	
 	 	
 	By: Energy Spectrum Capital VI LP, its general partner	
 	 	
 	By: Energy Spectrum VI LLC, its general partner	
 
 	By:	/s/ James P. Benson	
 	Name:	James P. Benson	
 	Title:	Managing Director	

 	

 	
 
EXHIBIT A
 
POWER OF ATTORNEY
 
(See Attached)