CAPITAL CONTRIBUTION AGREEMENTCapital Contribution Agreement • March 29th, 2019 • Magnolia Infrastructure Holdings, LLC • Natural gas transmission • Delaware
THIS CAPITAL CONTRIBUTION AGREEMENT, dated as of March 28, 2019 (this “Agreement”), is entered into by and between High Point Infrastructure Partners, LLC, a Delaware limited liability company (“HPIP”), and American Midstream GP, LLC, a Delaware limited liability company (“AMID GP”, and together with HPIP, collectively, the “Parties”, and each, a “Party”).
ContractWarrant Agreement • July 19th, 2019 • Magnolia Infrastructure Holdings, LLC • Natural gas transmission • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE (THE “STATE LAWS”). THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH ACT AND STATE LAWS EVIDENCED BY AN OPINION OF LEGAL COUNSEL, WHICH OPINION AND LEGAL COUNSEL ARE SATISFACTORY TO THE ISSUER.
ARCLIGHT ENERGY PARTNERS FUND V, L.P. March 17, 2019Equity Purchase Agreement • March 19th, 2019 • Magnolia Infrastructure Holdings, LLC • Natural gas transmission • New York
This letter agreement sets forth the commitment of ArcLight Energy Partners Fund V, L.P., a Delaware limited partnership (the “Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Parent, Anchor Midstream Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), High Point Infrastructure Partners, LLC, a Delaware limited liability company (“HPIP”), American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and American Midstream GP, LLC, a Delaware limited liability company that is the general partner of the Partnership (the “Partnership GP”), Parent will acquire the limited partne
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP NOTICE OF CONVERSIONAgreement of Limited Partnership • July 19th, 2019 • Magnolia Infrastructure Holdings, LLC • Natural gas transmission
This Notice of Conversion is executed by the undersigned holder (the “Holder”) in connection with the conversion of Series C Preferred Units of American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), pursuant to the terms and conditions of that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Partnership Agreement.
Joint Filing AgreementJoint Filing Agreement • August 18th, 2017 • Magnolia Infrastructure Holdings, LLC • Natural gas transmission
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP NOTICE OF CONVERSIONAgreement of Limited Partnership • July 19th, 2019 • Magnolia Infrastructure Holdings, LLC • Natural gas transmission
This Notice of Conversion is executed by the undersigned holder (the “Holder”) in connection with the conversion of Series A-1 Preferred Units of American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), pursuant to the terms and conditions of that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Partnership Agreement.
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP NOTICE OF CONVERSIONAgreement of Limited Partnership • July 19th, 2019 • Magnolia Infrastructure Holdings, LLC • Natural gas transmission
This Notice of Conversion is executed by the undersigned holder (the “Holder”) in connection with the conversion of Series A-2 Preferred Units of American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), pursuant to the terms and conditions of that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Partnership Agreement.
MASTER CONTRIBUTION AGREEMENTMaster Contribution Agreement • July 23rd, 2019 • Magnolia Infrastructure Holdings, LLC • Natural gas transmission • Delaware
This MASTER CONTRIBUTION AGREEMENT, dated as of July 22, 2019 (this “Agreement”), is entered into by and among (a) Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“Anchor Acquisition”), (b) High Point Infrastructure Partners, LLC, a Delaware limited liability company (“3CM Holdings”), (c) American Midstream GP, LLC, a Delaware limited liability company (“Third Coast Holdings”), (d) Magnolia Infrastructure Holdings, LLC, a Delaware limited liability company (“MIH”), (e) Magnolia Infrastructure Partners, LLC, a Delaware limited liability company (“MIP”), (f) AMID GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), (g) JP Energy Development, L.P., a Delaware limited partnership (“JPE”), (h) Busbar II, LLC, a Delaware limited liability company (“Busbar”), (i) High Point Energy, LLC, a Texas limited liability company (“HPE”), (j) ArcLight Energy Partners Fund V, L.P., a Delaware limited partnership (“Fund V”), (k) Stephen W. Bergstrom, individual
Joint Filing AgreementJoint Filing Agreement • March 19th, 2019 • Magnolia Infrastructure Holdings, LLC • Natural gas transmission
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
