Bradley D. Hutchison Manager Midstream Assets Marathon Oil Company
Exhibit 10.31
Execution Version
| Xxxxxxx X. Xxxxxxxxx Manager Midstream Assets |
| |
| Marathon Oil Company | ||
| 5555 San Xxxxxx | ||
| Houston, Texas 77056 | ||
| Telephone 000.000.0000 | ||
| xxxxxxxxxxxx@xxxxxxxxxxx.xxx |
Via Facsimile and Certified Mail, return receipt requested
December 1, 2011
American Midstream Partners, LP
0000 00xx Xx., Xxxxx 000
Denver, CO 80202
| Attention: | Xxxx Xxxxxxxx | |||
| Xxxxxxx Xxxxxxx | ||||
| Re: | Letter Agreement to Amend the Purchase and Sale Agreement |
Ladies and Gentlemen:
We are writing this letter to memorialize our agreement with respect to the matters discussed below.
In accordance with Section 12.8 of the Purchase and Sale Agreement, dated as of November 15, 2011 (the “Purchase Agreement”), by and between Marathon Oil Company and American Midstream Partners, LP, the Parties hereby agree that this letter agreement (this “Letter Agreement”) shall amend the Purchase Agreement as follows:
| • | The first sentence of Section 3.1 “Purchase Price” is hereby replaced in its entirety with the following: |
“The purchase price for the sale and conveyance of the Assets to Buyer is $35,500,000 (the “Purchase Price”), subject to adjustment under this Agreement.”
All references to the Purchase Agreement shall be considered references to the Purchase Agreement as amended by this Letter Agreement, which may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement. The Confidentiality Agreement, the Purchase Agreement, and the documents executed thereunder and the Exhibits and Schedules attached thereto, constitute the entire agreement among the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof. In the event of a
Letter Agreement to Amend the Purchase and Sale Agreement
Page 2
conflict between the terms of this Letter Agreement and the terms of the Purchase Agreement, the terms of this Letter Agreement shall control.
Except as amended by this Letter Agreement, the Purchase Agreement remains in full force and effect in accordance with its terms.
| cc: | Xxxxxxx Xxxxx LLP | |
| 000 Xxxxxx Xxxxxx, Xxxxx 0000 | ||
| Houston, Texas 77002 | ||
| Attention: Xxx Xxxxxx | ||
| Marathon Oil Company | ||
| 0000 Xxx Xxxxxx Xxxx | ||
| Houston, TX 77056 | ||
| Attention: Xxxx Xxxxxxxx | ||
| Xxxxx Xxxxx L.L.P. | ||
| 000 Xxxxxxxxx Xxxxxx | ||
| Houston, Texas 77002 | ||
| Attention: Xxxx Xxxxxx |
[Signature page follows]
Letter Agreement to Amend the Purchase and Sale Agreement
Signature Page
IN WITNESS WHEREOF, this Letter Agreement has been signed by each of the Parties as of the date first above written.
| MARATHON OIL COMPANY | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxxx | |
| Title: | Manager Midstream Assets | |
| AMERICAN MIDSTREAM PARTNERS, LP | ||
| By: | AMERICAN MIDSTREAM GP, LLC, | |
| its general partner | ||
| By: | ||
| Name: |
| |
| Title: |
| |
Letter Agreement to Amend the Purchase and Sale Agreement
Signature Page
IN WITNESS WHEREOF, this Letter Agreement has been signed by each of the Parties as of the date first above written.
| MARATHON OIL COMPANY | ||
| By: | ||
| Name: | Xxxxxxx X. Xxxxxxxxx | |
| Title: | Manager Midstream Assets | |
| AMERICAN MIDSTREAM PARTNERS, LP | ||
| By: | AMERICAN MIDSTREAM GP, LLC, | |
| its general partner | ||
| By: | Xxxxxx X Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Vice President, Finance | |
