0000950123-11-057940 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission • Delaware

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between American Midstream GP, LLC, a Delaware limited liability company (“Company”), and Sandra M. Flower (“Executive”).

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GAS PROCESSING AGREEMENT TOCA GAS PROCESSING PLANT ST. BERNARD PARISH, LOUISIANA BETWEEN AMERICAN MIDSTREAM, LLC (PLANT SUPPLIER) AND ENTERPRISE GAS PROCESSING, LLC (PROCESSOR) JULY 1, 2010
Gas Processing Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission

the Liquid Hydrocarbons in such gas will be sold to Processor at the Plant Delivery Point for a consideration to Plant Supplier consisting of a share of Products, all as hereinafter more fully set forth;

SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE FTS)
Service Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission

This Agreement (“Agreement”) is made and entered into this 1st day of September, 2008, by and between Enbridge Pipelines (Midla) L.L.C., a Delaware Corporation (herein called “Pipeline”), and Enbridge Marketing (US), LP herein called “Customer” whether one or more persons).

GAS PROCESSING AGREEMENT TOCA GAS PROCESSING PLANT ST. BERNARD PARISH, LOUISIANA BETWEEN AMERICAN MIDSTREAM (LOUISIANA INTRASTATE), LLC (PLANT SUPPLIER) AND ENTERPRISE GAS PROCESSING, LLC (PROCESSOR) APRIL 1, 2011
Gas Processing Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission

Payments to Plant Supplier (wire): Comerica Bank 910 Louisiana, Suite 410 Houston, Texas 77210 ABA: 111000753 Account Number: 1881319493 Beneficiary account — American Midstream (Louisiana Intrastate), LLC

American Midstream Partners, LP Long-Term Incentive Plan Grant of Phantom Units
Phantom Unit Grant Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission • Delaware
Revolving and Term Loan Credit Agreement Dated as of October 5, 2009 American Midstream, LLC, As the initial Borrower, Comerica Bank, As the Administrative Agent, BBVA Compass Bank, As the Documentation Agent, And Comerica Bank and BBVA Compass Bank,...
Revolving and Term Loan Credit Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission • New York

This Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 5th day of October, 2009, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Co-Lead Arranger and Syndication Administrative Agent and Compass Bank, as Documentation Agent and Co-Lead Arranger, and American Midstream, LLC (together with any and all other Persons executing a Joinder, collectively the “Borrowers” and each, individually, a “Borrower”).

NATURAL GAS PIPELINE TRANSPORTATION AGREEMENT BETWEEN BAMAGAS COMPANY AND CALPINE ENERGY SERVICES, L.P.
Transportation Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission • Texas

This Natural Gas Pipeline Transportation Agreement for the Morgan Energy Center (this “Agreement”) entered into effective as of the 28th day of June, 2000 (“Effective Date”) by and between BAMAGAS Company, a Delaware corporation (together with its successors and permitted assigns, “BAMAGAS”), and Calpine Energy Services, L.P. (“CES”), a Delaware limited partnership (together with its successors and permitted assigns, “CES”). BAMAGAS, CES may also be referred to herein individually as “Party” or jointly as “Parties.”

FIRST AMENDMENT TO REVOLVING AND TERM LOAN CREDIT AGREEMENT
Revolving and Term Loan Credit Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission • New York

This FIRST AMENDMENT TO REVOLVING AND TERM LOAN CREDIT AGREEMENT (this “Amendment”) is entered into as of April 19, 2010, to be effective as of October 5, 2009, among AMERICAN MIDSTREAM, LLC, AMERICAN MIDSTREAM MARKETING, LLC, AMERICAN MIDSTREAM (ALABAMA GATHERING), LLC, AMERICAN MIDSTREAM (ALABAMA INTRASTATE), LLC, AMERICAN MIDSTREAM (ALATENN), LLC, AMERICAN MIDSTREAM (MIDLA), LLC, AMERICAN MIDSTREAM (MISSISSIPPI), LLC, AMERICAN MIDSTREAM (TENNESSEE RIVER), LLC, AMERICAN MIDSTREAM ONSHORE PIPELINES, LLC, MID LOUISIANA GAS TRANSAMISSION, LLC, AMERICAN MIDSTREAM (LOUISIANA INTRASTATE), LLC, AMERICAN MIDSTREAM (SIGCO INTRASTATE), LLC and AMERICAN MIDSTREAM OFFSHORE (SEACREST) LP, (collectively, the “Borrowers”) the LENDERS (as hereinafter defined), and COMERICA BANK, as administrative agent for the Lenders, (in such capacity, the “Administrative Agent”).

GAS TRANSPORTATION CONTRACT BETWEEN MIDCOAST INTERSTATE TRANSMISSION, INC. AND CITY OF DECATUR UTILITIES
Gas Transportation Contract • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission • Alabama

THIS CONTRACT is made and entered into as of the 1st day of November, 1997, by and between MIDCOAST INTERSTATE TRANSMISSION, INC., an Alabama Corporation, hereinafter referred to as “Transporter” and the CITY OF DECATUR UTILITIES, a Municipal corporation, hereinafter referred to as “Shipper.” Transporter and Shipper shall collectively be referred to herein as the “Parties.”

SECOND AMENDMENT AND WAIVER TO REVOLVING AND TERM LOAN CREDIT AGREEMENT
Revolving and Term Loan Credit Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission • New York

This SECOND AMENDMENT AND WAIVER TO REVOLVING AND TERM LOAN CREDIT AGREEMENT (this “Amendment”) is entered into as of July 30, 2010, among AMERICAN MIDSTREAM, LLC, AMERICAN MIDSTREAM MARKETING, LLC, AMERICAN MIDSTREAM (ALABAMA GATHERING), LLC, AMERICAN MIDSTREAM (ALABAMA INTRASTATE), LLC, AMERICAN MIDSTREAM (ALATENN), LLC, AMERICAN MIDSTREAM (MIDLA), LLC, AMERICAN MIDSTREAM (MISSISSIPPI), LLC, AMERICAN MIDSTREAM (TENNESSEE RIVER), LLC, AMERICAN MIDSTREAM ONSHORE PIPELINES, LLC, MID LOUISIANA GAS TRANSMISSION, LLC, AMERICAN MIDSTREAM (LOUISIANA INTRASTATE), LLC, AMERICAN MIDSTREAM (SIGCO INTRASTATE), LLC and AMERICAN MIDSTREAM OFFSHORE (SEACREST) LP, (collectively, the “Borrowers”) the LENDERS (as hereinafter defined), and COMERICA BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

FIRST AMENDMENT to NATURAL GAS PIPELINE CONSTRUCTION AND TRANSPORTATION AGREEMENT Dated as of June 28, 2000 between BAMAGAS COMPANY and CALPINE ENERGY SERVICES, L.P.
Natural Gas Pipeline Construction and Transportation Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission

This FIRST AMENDMENT to the NATURAL GAS PIPELINE CONSTRUCTION AND TRANSPORTATION AGREEMENT (“Amendment”) is entered into on this 1st day of September, 2001, between BAMAGAS Company and Calpine Energy Services, L.P. (collectively the “Parties” and/or individually a “Party”).

NATURAL GAS PIPELINE CONSTRUCTION AND TRANSPORTATION AGREEMENT BETWEEN BAMAGAS COMPANY CALPINE ENERGY SERVICES, L.P.
Natural Gas Pipeline Construction and Transportation Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission • Texas

This Natural Gas Pipeline Construction and Transportation Agreement for the Decatur Energy Center (this “Agreement”) entered into effective as of the 28th day of June, 2000 (“Effective Date”) by and between BAMAGAS Company, a Delaware corporation (together with its successors and permitted assigns, “BAMAGAS”), and Calpine Energy Services, L.P. (“CES”), a Delaware limited partnership (together with its successors and permitted assigns, “CES”). BAMAGAS, and CES may also be referred to herein individually as “Party” or jointly as “Parties.”

AMENDMENT NO. 1 TO GAS TRANSPORTATION CONTRACT
Gas Transportation Contract • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission

THIS AGREEMENT entered into on November 1, 2003, by and between ENBRIDGE PIPELINE (Alatenn), INC., hereinafter referred to as “Transporter”, and THE CITY OF DECATUR, ALABAMA, hereinafter referred to as “Shipper”;

Contract
Transportation Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission • Alabama

THIS AGREEMENT is made and entered into as of the 1st day of May 1, 2003 by and between ENBRIDGE PIPELINES (ALATENN), L.L.C., hereinafter referred to as “Transporter” and CITY OF HUNTSVILLE, a municipal corporation, d/b/a HUNTSVILLE UTILITIES, hereinafter referred to as “Shipper.” Transporter and shipper shall collectively be referred to herein as the “Parties.”

FIRST AMENDMENT to NATURAL GAS PIPELINE TRANSPORTATION AGREEMENT Dated as of June 28, 2000 between BAMAGAS COMPANY and CALPINE ENERGY SERVICES, L.P.
Natural Gas Pipeline Transportation Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission

This FIRST AMENDMENT to the NATURAL GAS PIPELINE TRANSPORTATION AGREEMENT (“Amendment”) is entered into on this 1st day of September, 2001, between BAMAGAS Company and Calpine Energy Services, L.P. (collectively the “Parties” and/or individually a “Party”).

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