AMERICAN MIDSTREAM PARTNERS, LPd18rn0p25nwr6d.cloudfront.net/CIK-0001513965/4af89eba-1...AMERICAN MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware

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As filed with the Securities and Exchange Commission on February 9, 2018Registration No. 333-222501

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1to

Form S-4REGISTRATION STATEMENT

UNDERTHESECURITIESACTOF1933

AMERICAN MIDSTREAM PARTNERS, LP(Exact name of registrant as specified in its charter)

Delaware 4922 27-0855785(State or other jurisdiction of

incorporation or organization) (Primary Standard IndustrialClassification Code Number)

(I.R.S. EmployerIdentification No.)

2103 CityWest Blvd.,Bldg. 4, Suite 800 Houston, TX 77042

(346) 241-3400

Eric T. Kalamaras2103 CityWest Blvd.,

Bldg 4, Suite 800 Houston, TX 77042(346) 241-3400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’sPrincipal Executive Offices)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,of Agent for Service)

Copiesto:

Michelle EarleyH. William Swanstrom

Locke Lord LLP600 Congress Avenue, Suite 2200

Austin, TX 78701(512) 305-4700

Kelley J. JamesonSouthcross Energy Partners GP, LLC

Senior Vice President,General Counsel and Secretary

1717 Main Street, Suite 5200Dallas, Texas 75201

(214) 979-3700

Tull FloreyHillary H. Holmes

Gibson, Dunn & Crutcher LLP1221 McKinney Street, 37 th Floor

Houston, Texas 77010(346) 718-6600

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and the satisfaction or waiver of all otherconditions to the closing of the merger described herein.If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the followingbox. ☐If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of theearlier effective registration statement for the same offering. ☐If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering. ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards pursuant to Section 13(a) of the Exchange Act. ☐

** If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendmentwhich specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the RegistrationStatement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is not complete and is subject to completion or amendment. A registration statement relating to these securities has beenfiled with the Securities and Exchange Commission. These securities may not be issued until the time the registration statement becomes effective. Thispreliminary proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer orsale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED FEBRUARY 9, 2018

TO THE UNITHOLDERS OF SOUTHCROSS ENERGY PARTNERS, L.P.—MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Unitholder of Southcross Energy Partners, L.P.,

On October 31, 2017, American Midstream Partners, LP, a Delaware limited partnership (“AMID”), American Midstream GP, LLC, a Delaware limitedliability company and the general partner of AMID (“AMID GP”), Cherokee Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiaryof AMID (“AMID Merger Sub”), Southcross Energy Partners, L.P., a Delaware limited partnership (“SXE”), and Southcross Energy Partners GP, LLC, a Delawarelimited liability company and the general partner of SXE (“SXE GP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to whichAMID Merger Sub will merge with SXE, with SXE surviving as a wholly owned subsidiary of AMID (the “Merger”). Concurrently with the execution of theMerger Agreement, on October 31, 2017, AMID and AMID GP entered into a Contribution Agreement (the “Contribution Agreement” and, together with theMerger Agreement, the “Transaction Agreements”) with Southcross Holdings LP, a Delaware limited partnership (“Southcross Holdings”) that indirectly owns100% of the limited liability company interests of SXE GP. Upon the terms and subject to the conditions set forth in the Contribution Agreement, SouthcrossHoldings will contribute to AMID and AMID GP its equity interests in a new wholly owned subsidiary (“SXH Holdings”), which will hold substantially all thecurrent subsidiaries (Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings Guarantor LP) and business ofSouthcross Holdings (the “Contribution” and, together with the Merger, the “Transaction”).

The Conflicts Committee (the “SXE Conflicts Committee”) of the board of directors of SXE GP (the “SXE GP Board”) determined that the MergerAgreement and the Merger are in the best interests of SXE and its subsidiaries, including the holders of the outstanding SXE Common Units (as defined below) thatare not held by the Affiliated Unitholders (as defined below) (each such SXE Common Unit, a “Non-Affiliated SXE Common Unit”), approved the Merger and theMerger Agreement and recommended that the SXE GP Board approve the Merger and the Merger Agreement. Upon the receipt of such approval andrecommendation of the SXE Conflicts Committee, the SXE GP Board determined that the Merger Agreement and the Merger are advisable and in the best interestsof SXE, approved the Merger Agreement and the Merger and directed that the Merger and Merger Agreement be submitted to a vote of the limited partners of SXE(the “SXE Unitholders”).

If the Merger is completed, each common unit of SXE (“SXE Common Unit”) outstanding immediately prior to the effective time of the Merger (the“Effective Time”) held by a holder (“SXE Common Unitholder”) other than Southcross Holdings and its subsidiaries and AMID and its subsidiaries will beconverted into the right to receive 0.160 of a common unit of AMID (“AMID Common Unit”). Each SXE Common Unit, each subordinated unit in SXE (“SXESubordinated Unit”) and each Class B convertible unit in SXE (“SXE Class B Convertible Unit” and, together with the SXE Common Units and the SXESubordinated Units, the “SXE Units”) held by SXE GP or its affiliates (including without limitation Southcross Holdings or any of its subsidiaries) (together, the“Affiliated Unitholders”) outstanding immediately prior to the Effective Time will be cancelled in connection with the closing of the Merger. The consideration tobe received by SXE Common Unitholders other than the Affiliated Unitholders is valued at $2.17 per unit based on the closing price of AMID Common Units as ofOctober 30, 2017, representing a 5% premium to the volume weighted average closing price of SXE Common Units for the 20 trading days ended October 30,2017. Immediately following completion of the Merger, it is expected that SXE Unitholders other than the Affiliated Unitholders will own approximately 5% of theoutstanding AMID Common Units, based on the number of AMID Common Units outstanding, on a fully diluted basis, as of January 31, 2018. The common unitsof AMID and SXE are traded on the New York Stock Exchange under the symbols “AMID” and “SXE,” respectively.

SXE is holding a special meeting (the “Special Meeting”) of its unitholders at the Houston offices of Locke Lord LLP, JPMorgan Chase Tower, 600 TravisStreet, Suite 2800, Houston, TX 77002 on March 27, 2018 at

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10 a.m., Central Time, to obtain the vote of its unitholders to approve the Merger Agreement and the transactions contemplated thereby (the “Merger Proposal”).Your vote is very important regardless of the number of SXE Units you own. The Merger cannot be completed unless the holders of at least a majority of theoutstanding Non-Affiliated SXE Common Units, the holders of at least a majority of the outstanding SXE Subordinated Units, and the holders of at least a majorityof SXE Class B Convertible Units vote for the approval of the Merger Agreement and transactions contemplated thereby at the Special Meeting, with the holders ofthe Non-Affiliated SXE Common Units, the holders of the SXE Subordinated Units, and the holders of the SXE Class B Convertible Units, voting as separateclasses. Pursuant to the Support Agreement (as defined herein), the Affiliated Unitholders, which collectively own 100% of the SXE Subordinated Units and 100%of the SXE Class B Convertible Units entitled to vote at the Special Meeting, have agreed to vote all of such SXE Subordinated Units and SXE Class B ConvertibleUnits in favor of approval of the Merger Proposal and any other matter necessary for the consummation of the Merger. Holders of SXE Common Units will alsovote on an advisory compensation proposal (the “Advisory Compensation Proposal”).

The SXE GP Board recommends that SXE Unitholders vote “FOR” the Merger Proposal and that SXE Unitholders vote “FOR” the AdvisoryCompensation Proposal.

Whether or not you plan to attend the Special Meeting, please take the time to vote by completing and returning the enclosed proxy card to SXE by mail or,if the option is available to you, by granting your proxy electronically over the Internet or by telephone. If your SXE Units are held in “street name,” you mustfollow the instructions provided by your broker in order to vote your SXE Units. More information about AMID, SXE and the Merger is contained in theaccompanying proxy statement/prospectus. We encourage you to read carefully the accompanying proxy statement/prospectus (and the documents incorporated byreference into the accompanying proxy statement/prospectus) before voting, including the section entitled “ RiskFactors” beginning on page 32 of theaccompanying proxy statement/prospectus.

We believe this Merger will create a strong combined company that will deliver superior results to its unitholders and customers.

Sincerely,

Bruce A. Williamson

ChairmanoftheBoard,PresidentandChiefExecutiveOfficerofSouthcrossEnergyPartners,GP,LLConbehalfofSouthcrossEnergyPartners,L.P.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issuedunder the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Anyrepresentation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [ ], 2018, and is first being mailed to SXE Unitholders on or about [ ], 2018.

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NOTICE OF SPECIAL MEETING OF UNITHOLDERSTO BE HELD ON MARCH 27, 2018

NOTICE IS HEREBY GIVEN that Southcross Energy Partners, L.P. (“SXE”) will hold a special meeting of its unitholders at the Houston offices of LockeLord LLP, JPMorgan Chase Tower, 600 Travis Street, Suite 2800, Houston, TX 77002 on March 27, 2018, beginning at 10 a.m., Central Time (the “SpecialMeeting”), for the purpose of considering and voting on the following matters:

• MergerProposal: To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated October 31, 2017, by and among SXE,Southcross Energy Partners GP, LLC (“SXE GP”), American Midstream Partners, LP (“AMID”), American Midstream GP, LLC (“AMID GP”), andCherokee Merger Sub LLC (“AMID Merger Sub”), a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, assuch agreement may be amended from time to time (the “Merger Agreement”), and the transactions contemplated thereby, including the merger of AMIDMerger Sub with SXE, with SXE surviving as a wholly owned subsidiary of AMID (the “Merger”);

• AdvisoryCompensationProposal: To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid orbecome payable to SXE GP’s named executive officers in connection with the Merger; and

• To transact such other business as may properly come before the Special Meeting, including any adjournment of the Special Meeting.

These items of business, including the Merger Agreement and the proposed Merger, are described in detail in the accompanying proxy statement/prospectus.The Conflicts Committee (the “SXE Conflicts Committee”) of the board of directors of SXE GP (the “SXE GP Board”) determined that the MergerAgreement and the Merger are in the best interests of SXE and its subsidiaries, including the holders of the Non-Affiliated SXE Common Units (definedbelow), approved the Merger and the Merger Agreement and recommended that the SXE GP Board approve the Merger and the Merger Agreement.Upon receipt of such approval and recommendation by the SXE Conflicts Committee, the SXE GP Board unanimously determined that the MergerAgreement and the Merger are advisable and in the best interests of SXE, approved the Merger Agreement and the transactions contemplated by theMerger Agreement, including the Merger and directed that the Merger and the Merger Agreement be submitted to a vote of the limited partners of SXEthe (“SXE Unitholders”). The SXE GP Board recommends that holders of common units representing limited partner interests in SXE (the “SXECommon Units”), subordinated units representing limited partner interests in SXE (the “SXE Subordinated Units”), and the Class B Convertible Unitsrepresenting a limited partner interests in SXE (the “SXE Class B Convertible Units” and, together with the SXE Common Units and SXE SubordinatedUnits, the “SXE Units”) vote “FOR” the Merger Proposal and “FOR” the Advisory Compensation Proposal.

Only unitholders of record of SXE Units as of the close of business on February 12, 2018 are entitled to notice of the Special Meeting and to vote at theSpecial Meeting or at any adjournment or postponement thereof. A list of unitholders entitled to vote at the Special Meeting will be available in SXE’s officeslocated at 1717 Main Street, Suite 5200, Dallas, Texas 75201 during regular business hours for a period of ten days before the Special Meeting, and at the place ofthe Special Meeting during the meeting. Pursuant to a separate Voting and Support Agreement, dated as of October 31, 2017 (the “Support Agreement”) enteredinto with AMID, Southcross Holdings LP, a Delaware limited partnership (“Southcross Holdings”), Southcross Holdings GP LLC, a Delaware limited liabilitycompany and the general partner of Southcross Holdings (“Holdings GP”), and Southcross Holdings Borrower LP, a Delaware limited partnership (“HoldingsBorrower”), which collectively own all of the issued and outstanding SXE Subordinated Units and all of the issued and outstanding SXE Class B Convertible Unitsentitled to vote at the Special Meeting, have agreed to vote all of such SXE Subordinated Units and SXE Class B Units in favor of approval of the Merger Proposaland any other matter necessary for the consummation of the Merger.

Approval of the Merger Proposal by the SXE Unitholders is a condition to the consummation of the Merger and requires the affirmative vote of at least amajority of the holders of the outstanding SXE Common Units that are not held by SXE GP or its affiliates (each such SXE Common Unit, a “Non-Affiliated SXECommon Unit”),

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the affirmative vote of the holders of at least a majority of the outstanding SXE Subordinated Units and the affirmative vote of at least a majority of the holders ofthe outstanding SXE Class B Convertible Units, with the holders of the Non-Affiliated SXE Common Units, the holders of the SXE Subordinated Units, and theholders of the SXE Class B Convertible Units each voting as separate classes. The affirmative vote of a majority of the holders of the Non-Affiliated SXE CommonUnits would be deemed to approve the Merger for all purposes of Section 7.9(a) of SXE’s Third Amended and Restated Agreement of Limited Partnership, datedas of August 4, 2014 (the “SXE Partnership Agreement”). Therefore, your vote is very important. Your failure to vote your units will have the same effect as a vote“AGAINST” the approval of the Merger Proposal.

You can vote your SXE Common Units by completing and returning a proxy card. Most SXE Unitholders can also vote over the Internet or by telephone. IfInternet and telephone voting are available to you, you can find voting instructions in the materials accompanying the proxy statement/prospectus. You can revokea proxy at any time prior to its exercise at the Special Meeting by following the instructions in the enclosed proxy statement/prospectus.

By Order of the Board of Directors of Southcross Energy Partners GP,LLC,

as the General Partner of Southcross Energy Partners, L.P.,

Bruce A. WilliamsonChairmanoftheBoard,PresidentandChiefExecutiveOfficerofSouthcrossEnergyPartnersGP,LLConbehalfofSouthcrossEnergyPartners,L.P.

[ ], 2018

Dallas, Texas

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, WE URGE YOU TO SUBMIT YOUR PROXY ASPROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) VIA THE INTERNET OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED PROXYCARD AND RETURNING IT IN THE PREPAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the SpecialMeeting. If your units are held in the name of a bank, broker or other fiduciary, please follow the instructions on the voting instruction card furnished to you bysuch record holder.

We urge you to read the accompanying proxy statement/prospectus, including all documents incorporated by reference into the accompanying proxystatement/prospectus, and its annexes carefully and in their entirety. If you have any questions concerning the Merger Proposal and the Advisory CompensationProposal, the Special Meeting or the accompanying proxy statement/prospectus or would like additional copies of the accompanying proxy statement/prospectus orneed help voting your SXE Units, please contact SXE’s proxy solicitor:

1290 Avenue of the Americas, 9 th FloorNew York, NY 10104

Shareholders, Banks and BrokersCall Toll Free:888-293-6812

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about AMID and SXE from other documents thatare not included in or delivered with the proxy statement/prospectus. For a more detailed discussion of the information about AMID and SXE incorporated byreference into the proxy statement/prospectus, see “ WhereYouCanFindMoreInformation,” beginning on page 224. This information is available to you withoutcharge upon your request. You can obtain the documents incorporated by reference into this proxy statement/prospectus by requesting them in writing or bytelephone from the appropriate party at the following addresses and telephone numbers:

American Midstream Partners, LP2103 CityWest Blvd., Bldg. 4, Suite 800

Houston, TX 77042Attn: Legal Department

(346) 241-3400

Southcross Energy Partners, L.P.1717 Main Street, Suite 5200

Dallas, TX 75201Attn: Senior Vice President, General Counsel

(214) 979-3700

To obtain timely delivery of these documents, you must request them no later than five business days before the date of the Special Meeting. Thismeans that SXE Unitholders requesting documents must do so by March 20, 2018 in order to receive them before the Special Meeting.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by AMID (File No. 333-222501), constitutes a prospectus ofAMID under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the AMID Common Units to be issued pursuant to theMerger Agreement. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), with respect to the Special Meeting of SXE Unitholders, during which SXE Unitholders will be asked to consider and vote on,among other matters, a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized toprovide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxystatement/prospectus is dated [ ], 2018. The information contained in this proxy statement/prospectus is accurate only as of that date or, in the case ofinformation in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies.Neither the mailing of this proxy statement/prospectus to the SXE Unitholders nor the issuance of AMID Common Units by AMID pursuant to the MergerAgreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy,in any jurisdiction in which or to any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning AMID contained in this proxy statement/prospectus or incorporated by reference has been provided by AMID, and theinformation concerning SXE contained in this proxy statement/prospectus or incorporated by reference has been provided by SXE.

This proxy statement/prospectus contains a description of the representations and warranties that each of SXE and AMID made to the other in the MergerAgreement. Representations and warranties made by SXE, AMID and other applicable parties are also set forth in contracts and other documents (including theMerger Agreement) that are attached or filed as exhibits to this proxy statement/prospectus or are incorporated by reference into this proxy statement/prospectus.These representations and warranties were made as of specific dates, may be subject to important qualifications and limitations agreed to between the parties inconnection with

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negotiating the terms of the agreement, and may have been included in the agreement for the purpose of allocating risk between the parties rather than to establishmatters as facts. These materials are included or incorporated by reference only to provide you with information regarding the terms and conditions of theagreements, and not to provide any other factual information regarding SXE, AMID or their respective businesses. Accordingly, the representations and warrantiesand other provisions of the Merger Agreement and the other agreements incorporated by reference herein should not be read alone, but instead should be read onlyin conjunction with the other information provided elsewhere in this proxy statement/prospectus or incorporated by reference herein, as applicable.

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TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING 1

SUMMARY 9

The Merger 9 The Contribution 9 Parties to the Merger 10 Merger Consideration 11 Treatment of SXE Equity-Based Awards 11 The SXE Special Unitholder Meeting 11 Recommendation of the SXE Conflicts Committee and the SXE GP Board and Reasons for the Merger 12 Opinion of the Financial Advisor to the SXE Conflicts Committee 12 AMID Unitholder Approval is Not Required 13 Governance Matters After the Transaction 13 Ownership of AMID After the Transaction 13 Interests of the Directors and Executive Officers of SXE in the Transaction 13 Risks Relating to the Merger and Ownership of AMID Common Units 14 Conditions to Consummation of the Merger 15 Regulatory Approvals and Clearances Required for the Transaction 16 Amendments to the Existing AMID Partnership Agreement 16 No Solicitation by SXE of Alternative Proposals 18 Change in SXE GP Board Recommendation 18 Termination of the Merger Agreement 19 Termination Fee and Expense Reimbursement 20 Comparison of Rights of AMID Unitholders and SXE Unitholders 20 Material United States Federal Income Tax Consequences of the Merger 20 Accounting Treatment of the Merger 21 Listing of AMID Common Units; Delisting and Deregistration of SXE Common Units 21 No Appraisal Rights 21 Organizational Structure Prior to and Following the Merger 22 Litigation Related to the Merger 24 Selected Historical Financial Information of AMID 24 Selected Historical Financial Information of SXE 26 Selected Unaudited Pro Forma Condensed Consolidated Financial Information 28 Unaudited Comparative Per Unit Information 29

RISK FACTORS 32

Risks Relating to the Merger 32 Risk Factors Relating to the Combined Company Following the Merger 38 Risks Relating to SXE 39 Risks Relating to the Ownership of AMID Common Units 40

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS 41

PARTIES TO THE MERGER 42

THE SXE SPECIAL UNITHOLDER MEETING 44

Date, Time and Place of the Special Meeting 44 Matters to be Considered at the Special Meeting 44 Recommendation of the SXE GP Board 44 Who Can Vote at the Special Meeting 44

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Page Quorum 45 Vote Required for Approval 45 Unit Ownership of and Voting by SXE GP and its Affiliates 46 Voting of Units by Holders of Record 46 Voting of Units Held in Street Name 46 Revocability of Proxies; Changing Your Vote 47 Solicitation of Proxies 47 No Other Business 47 Adjournments 47 Assistance 48

THE MERGER 49

Effect of the Merger and the Contribution 49 Background of the Merger 50 Recommendation of the SXE Conflicts Committee and the SXE GP Board and Reasons for the Merger 75 Opinion of the Financial Advisor to the SXE Conflicts Committee 81 Certain Unaudited Financial Projections of SXE and AMID 92 Governance Matters After the Transaction 94 Ownership of AMID After the Transaction 94 Interests of and Voting by Affiliated Unitholders 95 Interests of Directors and Executive Officers of SXE GP in the Transaction 95 Regulatory Approvals and Clearances Required for the Transaction 98 Amendments to the Existing AMID Partnership Agreement 99 Accounting Treatment of the Merger 100 Listing of AMID Common Units; Delisting and Deregistration of SXE Common Units 100 No Appraisal Rights 100 Litigation Related to the Merger 100 Restrictions on Sales of AMID Common Units Received in the Merger 101

THE MERGER AGREEMENT 102

The Merger 102 Effective Time; Closing 102 Conditions to Consummation of the Merger 103 SXE Unitholder Approval 105 No Solicitation by SXE of Alternative Proposals 106 Change in SXE GP Board Recommendation 107 Merger Consideration 108 Treatment of SXE LTIP Units 109 Adjustments to Prevent Dilution 109 Withholding 109 Distributions in Connection with the Merger 109 Regulatory Matters 110 Termination of the Merger Agreement 110 Termination Fee 111 Expenses 111 Conduct of Business Pending the Consummation of the Merger 112 Indemnification; Directors’ and Officers’ Insurance 116 SXE Credit Facilities; Backstop Letter 116 Tax Matters 116 Amendment and Waiver 117 Remedies, Specific Performance 117

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Page Representations and Warranties 117 Distributions Prior to the Merger 118 Additional Agreements 119 The Contribution 119

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 121

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER 134

Tax Opinions Required as a Condition to Closing 134 Assumptions Related to the U.S. Federal Income Tax Treatment of the Merger 135 U.S. Federal Income Tax Treatment of the Merger 136 Tax Consequences of the Merger to SXE 136 Tax Consequences of the Merger to Holders of Relevant SXE Units 137 Tax Basis and Holding Period of the AMID Common Units Received 138 Effect of Termination of SXE’s Tax Year at Closing of Merger 139

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF AMID COMMON UNIT OWNERSHIP 140

Partnership Status 141 Tax Treatment of Income Earned Through C Corporation Subsidiaries 142 Recent Administrative and Legislative Developments 142 Limited Partner Status 143 Tax Consequences of Common Unit Ownership 143 Tax Treatment of Operations 150 Disposition of Common Units 151 Uniformity of Common Units 153 Tax-Exempt Organizations and Other Investors 153 Administrative Matters 154 State, Local and Non-U.S. Tax Considerations 158

DESCRIPTION OF AMID COMMON UNITS 159

The Units 159 Number of AMID Common Units 159 Where Common Units are Traded 159 Transfer Agent and Registrar 159 Transfer of AMID Common Units 160

PROVISIONS OF THE AMID PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS 161

Distributions of Available Cash 161 Operating Surplus and Capital Surplus 162 Capital Expenditures 164 Removal of General Partner 166 Series A Preferred Units 166 Series C Preferred Units 167 Series E Preferred Units 169 Distributions of Available Cash from Operating Surplus Following Series A Quarterly Distributions and Series C Quarterly Distributions 170 General Partner Interest and Incentive Distribution Rights 170 Distributions from Capital Surplus 171 Adjustment to the Minimum Quarterly Distribution 172 Distributions of Cash Upon Liquidation 172

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Page THE AMID PARTNERSHIP AGREEMENT 174

Organization and Duration 174 Purpose 174 Cash Distributions 174 Capital Contributions 174 Voting Rights 175 Limited Liability 176 Issuance of Additional Securities 177 Amendment of the AMID Partnership Agreement 178 Merger, Sale or Other Disposition of Assets 180 Termination and Dissolution 181 Liquidation and Distribution of Proceeds 181 Withdrawal or Removal of AMID GP 182 Transfer of General Partner Interest 183 Transfer of Ownership Interests in AMID GP 184 Transfer of Units and Incentive Distribution Rights 184 Change of Management Provisions 184 Limited Call Right 185 Limited Series A Preferred Unit Conversion Right, Redemption Right, Anti-Dilution Right and Call Right 185 Limited Series C Preferred Unit Conversion Right, Redemption Right, Anti-Dilution Right and Call Right 186 Limited Series E Preferred Unit Conversion Right, Redemption Right, Anti-Dilution Right and Call Right 187 Meetings; Voting 187 Status as Limited Partner 188 Non-Citizen Assignees; Non-Taxpaying Assignees; Redemption 188 Indemnification 189 Reimbursement of Expenses 189 Books and Reports 189 Right to Inspect AMID’s Books and Records 190 Registration Rights 190

COMPARISON OF UNITHOLDER RIGHTS 191

PROPOSAL NO. 1 THE MERGER 220

PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE MERGER-RELATED COMPENSATION FOR SXE NAMED EXECUTIVE OFFICERS 221

LEGAL MATTERS 223

EXPERTS 224

AMID 224 SXE 226

WHERE YOU CAN FIND MORE INFORMATION 227

ANNEX A: AGREEMENT AND PLAN OF MERGER A-1

ANNEX B: OPINION OF JEFFERIES LLC B-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

Setforthbelowarequestionsthatyou,asaunitholderofSXE,mayhaveregardingtheMerger,theAdvisoryCompensationProposalandtheSpecialMeeting,andbriefanswerstothosequestions.Youareurgedtoreadcarefullythisproxystatement/prospectusandtheotherdocumentsreferredtointhisproxystatement/prospectusintheirentirety,includingtheMergerAgreement,whichisattachedasAnnexAtothisproxystatement/prospectus,andthedocumentsincorporatedbyreferenceintothisproxystatement/prospectus,becausethissectionmaynotprovidealloftheinformationthatisimportanttoyouwithrespecttotheMerger,theAdvisoryCompensationProposalandtheSpecialMeeting.Youmayobtainalistofthedocumentsincorporatedbyreferenceintothisproxystatement/prospectusinthesectiontitled“WhereYouCanFindMoreInformation.”

Q: Why am I receiving this proxy statement/prospectus?

A: AMID and SXE have agreed to a merger, pursuant to which AMID Merger Sub, a wholly owned subsidiary of AMID that was formed for the purpose ofthe Merger, will merge with SXE. SXE will continue its existence as the surviving entity and become a wholly owned subsidiary of AMID, but will cease to be apublicly traded limited partnership. In order to complete the Merger, SXE Unitholders must vote to approve the Merger Agreement and the Merger. SXE is holdinga special meeting of its unitholders to obtain such unitholder approval. SXE Unitholders will also be asked to approve, on an advisory (non-binding) basis, therelated compensation payments that will or may be paid to SXE GP’s named executive officers in connection with the Merger.

In the Merger, AMID will issue AMID Common Units as the consideration to be paid to the holders of SXE Common Units not affiliated with SXE GP. Thisdocument is being delivered to you as both a proxy statement of SXE and a prospectus of AMID in connection with the Merger. It is the proxy statement by whichthe SXE GP Board is soliciting proxies from you to vote on the approval of the Merger Agreement and the transactions contemplated thereby, including theMerger, at the Special Meeting or at any adjournment or postponement of the Special Meeting. It is also the prospectus by which AMID will issue AMID CommonUnits to you in the Merger.

Q: What will happen in the Merger?

A: In the Merger, AMID Merger Sub will merge with SXE. SXE will be the surviving limited partnership in the Merger and become a wholly ownedsubsidiary of AMID, but SXE will cease to be a publicly traded limited partnership. SXE Common Units will cease to be listed on the New York Stock Exchange(“NYSE”) and will be deregistered under the Exchange Act.

Q: What will I receive in the Merger for my SXE Common Units?

A: If the Merger is completed, each holder of SXE Common Units, other than SXE Common Units held by the Affiliated Unitholders (the “Affiliated SXECommon Units”) and AMID and any of its subsidiaries, outstanding immediately prior to the Effective Time, will be entitled to receive 0.160 of an AMIDCommon Unit for each SXE Common Unit owned by such holder (the “Exchange Ratio”). AMID will not issue any fractional units of AMID Common Units inconnection with the Merger. Instead, all fractional AMID Common Units that an SXE Unitholder would otherwise be entitled to receive will be aggregated andthen, if a fractional AMID Common Unit results from that aggregation, be rounded up to the nearest whole AMID Common Unit. Based on the closing price ofAMID Common Units on the NYSE on October 31, 2017, the last trading day prior to the public announcement of the Merger, the Merger considerationrepresented approximately $2.17 in value for each SXE Common Unit other than Affiliated SXE Common Units. Based on the closing price of $[ ] for AMIDCommon Units on the NYSE on [ ], 2018, the most recent practicable trading day prior to the date of this proxy statement/prospectus, the Merger considerationrepresented approximately $[ ] in value for each SXE Common Unit other than the Affiliated SXE Common Units. The market price of AMID Common Unitswill fluctuate

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prior to the Merger, and the market price of AMID Common Units when received by SXE Common Unitholders after the Merger is completed could be greater orless than the current market price of AMID Common Units. See “ RiskFactors.”

Q: What will happen to my SXE LTIP Units (defined below) in the Merger?

A: If the Merger is completed, each outstanding award of phantom units of SXE granted under the SXE Amended and Restated 2012 Long Term IncentivePlan (an “SXE LTIP Unit”) will be fully vested and settled in the form of SXE Common Units, provided that SXE will withhold a portion of the SXE CommonUnits that would otherwise be delivered upon vesting equal to the amount of any applicable federal, state and local taxes. The holder of the SXE Common Unitsprovided in exchange for SXE LTIP Units will receive the consideration as described above. See “— WhatwillIreceiveintheMergerformySXECommonUnits?” Any tandem dividend equivalent right issued in connection with an award of SXE LTIP Units will be settled as soon as administratively feasible following theEffective Time.

Q: What happens if the Merger is not completed?

A: If the Merger Agreement is not approved by SXE Common Unitholders or if the Merger is not completed for any other reason, you will not receive anyform of consideration for your SXE Common Units in connection with the Merger. Instead, SXE will remain an independent publicly traded limited partnershipand SXE Common Units will continue to be listed and traded on the NYSE. If the Merger Agreement is terminated under specified circumstances, including if SXECommon Unitholder approval is not obtained, SXE will be required to pay all of the reasonable documented out-of-pocket expenses incurred by AMID inconnection with the Merger Agreement and the transactions contemplated thereby, in certain circumstances, up to a maximum amount of $500,000. In addition, ifthe Merger Agreement is terminated due to an adverse recommendation change by the SXE GP Board having occurred, SXE may be required to pay AMID atermination fee of $2 million, less any expenses previously paid by SXE. See “ TheMergerAgreement—Expenses” and “—TerminationFee” beginning onpage 111 of this proxy statement/prospectus.

Q: Does SXE expect to pay distributions on my common units prior to the closing of the merger?

A: Under the terms of the Merger Agreement, SXE is not permitted, without the prior written consent of AMID, to declare, set aside for payment or pay anydistribution or dividends on the SXE Common Units. After completion of the Merger, you will be entitled to distributions on any AMID Common Units youreceive in the Merger and hold through the applicable distribution record date. While AMID provides no assurances as to the level or payment of any futuredistributions on its AMID Common Units, it is required to distribute its available cash each quarter pursuant to the terms of AMID’s Fifth Amended and RestatedPartnership Agreement, dated as of April 25, 2016, as amended (the “Existing AMID Partnership Agreement”). For the quarter ended September 30, 2017, AMIDdeclared a cash distribution of $0.4125 per AMID Common Unit that was paid on November 14, 2017 to holders of record as of the close of business onNovember 6, 2017.

Q: What am I being asked to vote on?

A: SXE Unitholders are being asked to vote on the following proposals:

• MergerProposal: to approve the Merger Agreement, a copy of which is attached as AnnexAto this proxy statement/prospectus, as such agreementmay be amended from time to time, and the transactions contemplated thereby, including the Merger; and

• AdvisoryCompensationProposal: to approve, on an advisory (non-binding) basis, the related compensation that may be paid or become payable toSXE GP’s named executive officers in connection with the Merger.

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The approval of the Merger Proposal by SXE Common Unitholders is a condition to the obligations of AMID and SXE to complete the Merger. TheAdvisory Compensation Proposal is not a condition to the obligations of AMID or SXE to complete the Merger.

Q: Does the SXE GP Board recommend that SXE Unitholders approve the Merger Agreement and the transactions contemplated thereby?

A: Yes. The SXE Conflicts Committee determined that the Merger Agreement and the Merger are in the best interests of SXE and its subsidiaries, includingthe holders of the Non-Affiliated SXE Common Units, and the SXE Conflicts Committee approved the Merger and the Merger Agreement and recommended thatthe SXE GP Board approve the Merger and the Merger Agreement. Upon receipt of such approval and recommendation by the SXE Conflicts Committee, the SXEGP Board unanimously determined that the Merger Agreement and the Merger are advisable and are in the best interests of SXE, approved the Merger Agreementand the transactions contemplated thereby, including the Merger, and directed that the Merger and the Merger Agreement be submitted to a vote of the SXEUnitholders. Therefore, the SXE GP Board recommends that you vote “FOR” the proposal to approve the Merger Agreement and the transactions contemplatedthereby at the Special Meeting. See “ TheMerger—RecommendationoftheSXEConflictsCommitteeandtheSXEGPBoardandReasonsfortheMerger”beginning on page 75 of this proxy statement/prospectus. In considering the recommendation of the SXE GP Board with respect to the Merger Agreement and thetransactions contemplated thereby, including the Merger, you should be aware that directors and executive officers of SXE GP have interests in the Merger thatmay be different from, or in addition to, your interests as a unitholder of SXE. You should consider these interests in voting on this proposal. These differentinterests are described under “ TheMerger—InterestsofDirectorsandExecutiveOfficersofSXEGPintheTransaction” beginning on page 95 of this proxystatement/prospectus.

Q: How do the Affiliated Unitholders intend to vote?

A: As of the record date of the Special Meeting, the Affiliated Unitholders owned, in the aggregate, [26,492,074] SXE Common Units, [12,213,713] SXESubordinated Units and [18,656,071] SXE Class B Convertible Units. Simultaneously with the execution of the Merger Agreement, Southcross Holdings, HoldingsGP and Holdings Borrower entered into the Support Agreement with AMID. Pursuant to the Support Agreement, Southcross Holdings, Holdings GP and HoldingsBorrower have agreed to vote all of their SXE Subordinated Units and SXE Class B Convertible Units in favor of the Merger and the approval of the MergerAgreement and the transactions contemplated thereby. Pursuant to the Third Amended and Restated Limited Partnership Agreement of SXE (the “SXE PartnershipAgreement”), SXE Common Units owned by Southcross Holdings and its affiliates will not be entitled to vote for, and will not be counted toward the requiredmajority vote for, approval of the Merger Agreement or the Merger. SXE Common Units owned by Southcross Holdings and its affiliates will be entitled to votefor, and will be counted toward the required majority vote for, the Advisory Compensation Proposal.

Q: What are the related compensation payments to SXE GP named executive officers and why am I being asked to vote on them?

A: The Securities and Exchange Commission (“SEC”) has adopted rules that require SXE to seek an advisory (non-binding) vote on the compensationpayments related to the Merger. The related compensation payments are certain compensation payments that are tied to or based on the Merger and that will or maybe paid by SXE to its named executive officers in connection with the Merger. This proposal is referred to as the Advisory Compensation Proposal.

Q: Does the SXE GP Board recommend that unitholders approve the Advisory Compensation Proposal?

A: Yes. The SXE GP Board unanimously recommends that you vote “FOR” the Advisory Compensation Proposal. See “ ProposalNo.2AdvisoryVotetoApproveMerger-RelatedCompensationforSXENamedExecutiveOfficers” beginning on page 221 of this proxy statement/prospectus.

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Q: What happens if the Advisory Compensation Proposal is not approved?

A: Approval of the Advisory Compensation Proposal is not a condition to completion of the Merger. The vote is an advisory vote and is not binding. If theMerger is completed, SXE will pay the related compensation to its named executive officers in connection with the Merger even if SXE Unitholders fail to approvethe Advisory Compensation Proposal.

Q: What unitholder vote is required for the approval of each proposal?

A: The following are the vote requirements for each proposal:

• MergerProposal. The affirmative vote of holders of at least a majority of the outstanding SXE Common Units (excluding the outstanding AffiliatedSXE Common Units), the affirmative vote of holders of at least a majority of the outstanding SXE Subordinated Units, and the affirmative vote ofholders of at least a majority of the outstanding SXE Class B Convertible Units, voting as separate classes. Abstentions and unvoted SXE Units willhave the same effect as votes “AGAINST” the proposal.

• AdvisoryCompensationProposal. The affirmative vote of holders of at least a majority of the outstanding SXE Common Units (including theoutstanding Affiliated SXE Common Units). Abstentions and unvoted SXE Units will have the same effect as votes “AGAINST” the proposal.

Pursuant to the Support Agreement, the Affiliated Unitholders, which collectively own 100% of the SXE Subordinated Units and 100% of the SXE Class BConvertible Units entitled to vote at the Special Meeting, have agreed to vote all of such SXE Subordinated Units and SXE Class B Convertible Units in favor ofapproval of the Merger Proposal and any other matter necessary for the consummation of the Merger.

Q: What constitutes a quorum for the Special Meeting?

A: At least a majority of the outstanding SXE Common Units (including the outstanding SXE Common Units owned by the Affiliated Unitholders), amajority of the outstanding SXE Subordinated Units, and a majority of the outstanding SXE Class B Convertible Units, considered as separate classes, must berepresented in person or by proxy at the Special Meeting in order to constitute a quorum.

Q: What other transactions will occur in connection with the Merger?

A: Pursuant to the Contribution Agreement, substantially concurrently with, and as a condition to, the Merger, Southcross Holdings will contribute to AMIDand AMID GP its equity interests in SXH Holdings, which will hold substantially all the current subsidiaries (Southcross Holdings Intermediary LLC, SouthcrossHoldings Guarantor GP LLC and Southcross Holdings Guarantor LP (together referred to herein as “SXH”), which in turn directly or indirectly own 100% of thelimited liability company interest of SXE GP, 100% of the outstanding SXE Class B Convertible Units, 100% of the outstanding SXE Subordinated Units andapproximately 55% of the outstanding SXE Common Units) and business of Southcross Holdings, in exchange for (i) the number of AMID Common Units equal to$185,697,148, subject to certain adjustments for cash, indebtedness, working capital and transaction expenses contemplated by the Contribution Agreement,divided by $13.69, (ii) 4.5 million new series E convertible preferred units of AMID (“series E preferred units”), (iii) options to acquire 4.5 million AMIDCommon Units, and (iv) 15% of the equity interest in AMID GP.

Q: When is this proxy statement/prospectus being mailed?

A: This proxy statement/prospectus and the proxy card are first being sent to SXE Unitholders on or about [ ], 2018.

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Q: When and where is the Special Meeting?

A: The Special Meeting will be held at the Houston offices of Locke Lord LLP, JPMorgan Chase Tower, 600 Travis Street, Suite 2800, Houston, TX 77002,on March 27, 2018, at 10 a.m., Central Time.

Q: How do I vote my SXE Units at the Special Meeting?

A: There are four ways you may cast your vote. You may vote:

• InPerson. If you are a unitholder of record, you may vote in person at the Special Meeting. SXE Units held by a broker, bank or other nominee may

be voted in person by you only if you obtain a legal proxy from the record holder (which is your broker, bank or other nominee) giving you the right tovote the SXE Units;

• ViatheInternet. You may vote electronically via the Internet by accessing the Internet address provided on each proxy card (if you are a unitholder ofrecord) or vote instruction card (if your SXE Units are held by a broker, bank or other nominee);

• ByTelephone. You may vote by using the toll-free telephone number listed on the enclosed proxy card (if you are a unitholder of record) or voteinstruction card (if your SXE Units are held by a broker, bank or other nominee); or

• ByMail. You may vote by filling out, signing and dating the enclosed proxy card (if you are a unitholder of record) or vote instruction card (if yourSXE Units are held by a broker, bank or other nominee) and returning it by mail in the prepaid envelope provided.

Even if you plan to attend the Special Meeting in person, you are encouraged to submit your proxy as described above so that your vote will be counted ifyou later decide not to attend the Special Meeting.

If your SXE Units are held by a broker, bank or other nominee, also known as holding units in “street name,” you should receive instructions from thebroker, bank or other nominee that you must follow in order to have your SXE Units voted. Please review such instructions to determine whether you will be ableto vote via the Internet or by telephone. The deadline for voting SXE Units by telephone or electronically through the Internet is 11:59 p.m., Eastern Time, onMarch 26, 2018 (the “Telephone/Internet Deadline”).

Q: If my SXE Units are held in “street name” by my broker, will my broker automatically vote my SXE Units for me?

A: No. If your SXE Units are held in an account at a broker or through another nominee, you must instruct the broker or other nominee on how to vote yourSXE Units by following the instructions that the broker or other nominee provides to you with these materials. Most brokers offer the ability for unitholders tosubmit voting instructions by mail by completing a voting instruction card, by telephone and via the Internet.

If you do not provide voting instructions to your broker, your SXE Units will not be voted on any proposal on which your broker does not have discretionaryauthority to vote. This is referred to as a broker non-vote. Under the current rules of the NYSE, brokers do not have discretionary authority to vote on any of theproposals, including the Merger Proposal. Accordingly, the broker cannot register your SXE Units as being present at the Special Meeting for purposes ofdetermining a quorum, and will not be able to vote on those matters for which specific authorization is required. A broker non-vote will have the same effect as avote “AGAINST” the Merger Proposal and the Advisory Compensation Proposal.

Q: How will my SXE Units be represented at the Special Meeting?

A: If you submit your proxy by telephone, the Internet website or by signing and returning your proxy card, the officers named in your proxy card will voteyour SXE Units in the manner you requested if you correctly

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submitted your proxy. If you sign your proxy card and return it without indicating how you would like to vote your SXE Units, your proxy will be voted as the SXEGP Board recommends, which is:

• MergerProposal: “FOR” the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger; and

• AdvisoryCompensationProposal: “FOR” the approval, on an advisory (non-binding) basis, of the related compensation payments that will or may bepaid to SXE named executive officers in connection with the Merger.

Q: Who may attend the Special Meeting?

A: SXE Unitholders (or their authorized representatives) and SXE’s invited guests may attend the Special Meeting. All attendees at the Special Meetingshould be prepared to present government-issued photo identification (such as a driver’s license or passport) for admittance.

Q: Is my vote important?

A: Yes, your vote is very important. If you do not submit a proxy or vote in person at the Special Meeting, it will be more difficult for SXE to obtain thenecessary quorum to hold the Special Meeting. In addition, an abstention or your failure to submit a proxy or to vote in person will have the same effect as a vote“AGAINST” the approval of the Merger Agreement and the transactions contemplated thereby. If you hold your SXE Units through a broker or other nominee,your broker or other nominee will not be able to cast a vote on such approval without instructions from you. The SXE GP Board recommends that SXE Unitholdersvote “FOR” the Merger Proposal.

Q: Can I revoke my proxy or change my voting instructions?

A: Yes. If you are a unitholder of record, you may revoke your proxy and/or change your vote at any time before the telephone/internet deadline or beforethe polls close at the Special Meeting by:

• sending a written notice, no later than the telephone/internet deadline, to Southcross Energy Partners, L.P. at 1717 Main Street, Suite 5200, Dallas, TX

75201, Attention: Corporate Secretary, that bears a date later than the date of this proxy and is received prior to the Special Meeting and states that yourevoke your proxy;

• submitting a valid, later-dated proxy by mail, telephone or Internet that is received prior to the Special Meeting; or

• attending the Special Meeting and voting by ballot in person (your attendance at the Special Meeting will not, by itself, revoke any proxy that youhave previously given).

If you hold your SXE Units through a broker or other nominee, you must follow the directions you receive from your broker or other nominee in order torevoke your proxy or change your voting instructions.

Q: What happens if I sell my SXE Units after the record date but before the Special Meeting?

A: The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Merger is expected to becompleted. If you sell or otherwise transfer your SXE Units after the record date but before the date of the Special Meeting, you will retain your right to vote at theSpecial Meeting. However, you will not have the right to receive the Merger consideration to be received by SXE’s Unitholders in the Merger. In order to receivethe Merger consideration, you must hold your SXE Units through completion of the Merger.

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Q: What does it mean if I receive more than one proxy card or vote instruction card?

A: Your receipt of more than one proxy card or vote instruction card may mean that you have multiple accounts with SXE’s transfer agent or with abrokerage firm, bank or other nominee. If voting by mail, please sign and return all proxy cards or vote instruction cards to ensure that all of your SXE Units arevoted. Each proxy card or vote instruction card represents a distinct number of SXE Units, and it is the only means by which those particular SXE Units may bevoted by proxy.

Q: Am I entitled to appraisal rights if I vote against the approval of the Merger Agreement?

A: No. Appraisal rights are not available in connection with the Merger under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LPAct”) or under the SXE Partnership Agreement.

Q: Is completion of the Merger subject to any conditions?

A: Yes. In addition to the approval of the Merger Agreement by SXE Unitholders, completion of the Merger requires the closing of the Contribution inaccordance with the terms of the Contribution Agreement (which contains additional conditions to closing), the receipt of the necessary governmental clearancesand the satisfaction or, to the extent permitted by applicable law, waiver of the other conditions specified in the Merger Agreement.

Q: When do you expect to complete the Merger?

A: AMID and SXE currently expect to complete the Merger in the second quarter of 2018, subject to receipt of SXE Unitholder approval, regulatoryapprovals and clearances, the substantially simultaneous closing of the Contribution and other usual and customary closing conditions. However, no assurance canbe given as to when, or if, the Merger will occur.

Q: What are the material U.S. federal income tax consequences of the Merger to the SXE Unitholders?

A: Except to the extent that cash or nonqualified liability assumption causes the Merger to be treated as a disguised sale, and except to the extent amounts arededucted and withheld by AMID or the Exchange Agent, no gain or loss should be recognized by SXE Unitholders holding SXE Common Units, SXESubordinated Units or SXE Class B Convertible Units (other than SXE Common Units, SXE Subordinated Units, SXE Class B Convertible Units or other equityinterests in SXE held by Southcross Holdings or an affiliate, subsidiary or partner thereof or AMID or any of its affiliates) solely as a result of the receipt of theMerger consideration, other than any gain resulting from (i) any actual or constructive distribution of cash, including as a result of any decrease in partnershipliabilities pursuant to Section 752 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the receipt of any Merger consideration that is not pro ratawith the other holders of the same class of units (other than units held by Southcross Holdings or an affiliate, subsidiary or partner thereof or AMID or any of itsaffiliates) or, as described in “ MaterialU.S.FederalIncomeTaxConsequencesoftheMerger”, the IRS successfully determines that the Merger considerationissued to holders of SXE Common Units, SXE Subordinated Units or SXE Class B Convertible Units is disproportionate to their pro rata shares of SXE and itsassets prior to the Merger or (iii) any liabilities incurred other than in the ordinary course of business of SXE or its subsidiaries), provided, however, that suchconclusion does not extend to any SXE Unitholder who acquired SXE Common Units, SXE Subordinated Units or SXE Class B Convertible Units from SXE inexchange for property or services other than cash. The amount and effect of any gain that may be recognized by SXE Unitholders holding SXE Common Units,SXE Subordinated Units or SXE Class B Convertible Units will depend on such unitholder’s particular situation, including the ability of such unitholder to utilizeany suspended passive losses.

SXE Unitholders are urged to read the discussion in the section entitled “ MaterialU.S.FederalIncomeTaxConsequencesoftheMerger” beginning onpage 134 of this proxy statement/prospectus for a more complete discussion of the U.S. federal income tax consequences of the Merger, and to consult their taxadvisors as to the U.S. federal income tax consequences of the transaction, as well as the effects of state, local and non-U.S. tax laws.

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Q: What are the expected U.S. federal income tax consequences for an SXE Unitholder of the ownership of AMID Common Units after the Mergeris completed?

A: Each SXE Unitholder who becomes a holder of AMID Common Units as a result of the Merger will, as is the case for existing holders of AMIDCommon Units, be allocated such unitholder’s distributive share of AMID’s income, gains, losses, deductions and credits. In addition to U.S. federal income taxes,such a holder will be subject to other taxes, including state and local income taxes, unincorporated business taxes, and estate, inheritance or intangibles taxes thatmay be imposed by the various jurisdictions in which AMID conducts business or owns property or in which the unitholder is resident. See “ MaterialU.S.FederalIncomeTaxConsequencesofAMIDCommonUnitOwnership.”

Q: How many Schedule K-1s will I receive if I am an SXE Unitholder for the year during which the Merger closes?

A: You will receive two Schedule K-1s, one from SXE, which will describe your share of SXE’s income, gain, loss and deduction for the portion of the taxyear that you held SXE Units prior to the Effective Time of the Merger, and one from AMID, which will describe your share of AMID’s income, gain, loss anddeduction for the portion of the tax year you held AMID Common Units following the Effective Time of the Merger.

SXE’s taxable year will terminate as of the Effective Time of the Merger and SXE expects to furnish a Schedule K-1 to each SXE Unitholder in the firstquarter of 2019, AMID expects to furnish a Schedule K-1 to each holder of AMID Common Units (the “AMID Common Unitholders” and, together with theholders of series A preferred units, series C preferred units and series E preferred units, the “AMID Unitholders”) within 90 days of the closing of AMID’s taxableyear on December 31, 2018.

Q: What do I need to do now?

A: Carefully read and consider the information contained in and incorporated by reference into this proxy statement/prospectus, including its annexes. Then,please vote your SXE Units in accordance with the instructions described above.

If you hold SXE Units through a broker or other nominee, please instruct your broker or nominee to vote your SXE Units by following the instructions thatthe broker or nominee provides to you with these materials.

Q: Whom should I call with questions?

A: SXE Unitholders should call Georgeson LLC, SXE’s proxy solicitor, with any questions about the Merger or the Special Meeting, or to obtain additionalcopies of this proxy statement/prospectus, proxy cards or voting instruction forms.

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SUMMARY

Thefollowingisasummaryoftheinformationcontainedinthisproxystatement/prospectusrelatingtotheMerger.ThissummarymaynotcontainalloftheinformationabouttheMergerthatisimportanttoyou.ForamorecompletedescriptionoftheMerger,AMIDandSXEencourageyoutoreadcarefullythisentireproxystatement/prospectus,includingtheattachedannexes.Inaddition,AMIDandSXEencourageyoutoreadtheinformationincorporatedbyreferenceintothisproxystatement/prospectus,whichincludesimportantbusinessandfinancialinformationaboutAMIDandSXE.SXEUnitholdersmayobtaintheinformationincorporatedbyreferenceintothisproxystatement/prospectuswithoutchargebyfollowingtheinstructionsinthesectionentitled“WhereYouCanFindMoreInformation”beginningonpage227ofthisproxystatement/prospectus.

The Merger

AMID and SXE have agreed to combine their businesses under the terms of the Merger Agreement that is described in this proxy statement/prospectus.Under the terms of the Merger Agreement, a wholly owned subsidiary of AMID will merge with SXE, with SXE surviving as a wholly owned subsidiary ofAMID. Upon completion of the Merger, holders of SXE Common Units other than Affiliated Unitholders and AMID or any of its subsidiaries will be entitledto receive 0.160 of an AMID Common Unit for each SXE Common Unit held. Each SXE Common Unit, SXE Subordinated Unit and SXE Class BConvertible Unit held by Southcross Holdings or any of its subsidiaries and AMID or any of its subsidiaries outstanding immediately prior to the EffectiveTime will be cancelled for no consideration at the Effective Time of the Merger. As a result of the transactions contemplated by the Merger Agreement,including the Merger, former holders of SXE Common Units will own AMID Common Units. AMID Common Unitholders will continue to own theirexisting AMID Common Units after the Merger.

The Merger Agreement is attached as AnnexAto this proxy statement/prospectus. We encourage you to read the Merger Agreement because it is thelegal document that governs the terms and conditions of the Merger.

The Contribution

In connection with the Merger, Southcross Holdings, AMID and AMID GP entered into the Contribution Agreement, pursuant to which SouthcrossHoldings will contribute to AMID and AMID GP its equity interests in SXH Holdings, which will hold substantially all the current subsidiaries (SouthcrossHoldings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings Guarantor LP, which in turn directly or indirectly own 100%of the limited liability company interest of SXE GP, 100% of the outstanding SXE Class B Convertible Units, 100% of the outstanding SXE SubordinatedUnits and approximately 55% of the outstanding SXE Common Units) and business of Southcross Holdings, in exchange for (i) the number of AMIDCommon Units equal to $185,697,148, subject to certain adjustments for cash, indebtedness, working capital and transaction expenses contemplated by theContribution Agreement, divided by $13.69, (ii) 4.5 million series E preferred units, (iii) options to acquire 4.5 million AMID Common Units and (iv) 15% ofthe equity interest in AMID GP.

In connection with the Contribution Agreement, certain funds or accounts managed or advised by EIG Global Energy Partners (the “EIG Sponsors”)and certain funds or accounts managed or advised by Tailwater Capital LLC (the “Tailwater Sponsors” and, together with the EIG Sponsors, the “Sponsors”)guaranteed, for the benefit of AMID, Southcross Holdings’ performance of certain post-closing obligations under the Contribution Agreement.

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Parties to the Merger (see page 42)

AmericanMidstreamPartners,LP

2103 CityWest Blvd., Bldg. 4, Suite 800Houston, TX 77042Phone: (346) 241-3400

AMID is a growth-oriented Delaware limited partnership that was formed in August 2009 to own, operate, develop and acquire a diversified portfolioof midstream energy assets. It is engaged in the business of gathering, treating, processing, and transporting natural gas; gathering, transporting, storing,treating and fractionating natural gas liquids (“NGLs”); gathering, storing and transporting crude oil and condensates; and storing specialty chemical productsand selling refined products. AMID owns or has ownership interests in more than 5,100 miles of onshore and offshore natural gas, crude oil, NGL andsaltwater pipelines across 17 gathering systems, seven interstate pipelines and nine intrastate pipelines; eight natural gas processing plants; four fractionationfacilities; an offshore semi-submersible floating production system with nameplate processing capacity of 100 thousand barrels per day (“MBbl/d”) of crudeoil and 240 million cubic feet per day (“MMcf/d”) of natural gas; six terminal sites with approximately 6.7 million barrels (“MMBbls”) of above-groundaggregate storage capacity; and 75 crude oil transportation trucks and a fleet of 95 trailers.

AmericanMidstreamGP,LLC


AMID GP is the general partner of AMID. Its board of directors (the “AMID GP Board”) and executive officers manage AMID. AMID GP is 77%owned by High Point Infrastructure Partners, LLC (“HPIP”) and 23% owned by AMID GP Holdings, LLC (“AMID GP Holdings”), both of which areaffiliates of ArcLight Capital Partners, LLC (“ArcLight Capital”). Through HPIP, ArcLight Capital controls AMID GP. AMID holds assets through a numberof subsidiaries.

CherokeeMergerSubLLC

c/o American Midstream Partners, LP


AMID Merger Sub, a Delaware limited liability company and a wholly owned subsidiary of AMID, was formed solely for the purpose of facilitating theMerger. AMID Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken inconnection with the transactions contemplated by the Merger Agreement. By operation of the Merger, AMID Merger Sub will be merged with and into SXE,with SXE surviving the Merger as a wholly owned subsidiary of AMID.

SouthcrossEnergyPartners,L.P.

1717 Main Street, Suite 5200Dallas, TX 75201Phone: (214) 979-3700

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SXE is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGLfractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGLs. Its assets are located in South Texas,Mississippi and Alabama and include two gas processing plants, one fractionation plant, one treating facility and approximately 3,100 miles of gathering andtransportation pipeline. The South Texas assets are located in or near the Eagle Ford shale region.

SouthcrossEnergyPartnersGP,LLC

1717 Main Street, Suite 5200Dallas, TX 75201Phone: (214) 979-3700

Southcross Energy Partners GP, LLC is the general partner of SXE. Its board of directors and executive officers manage SXE. Southcross Holdingsindirectly owns 100% of and controls SXE GP.

Merger Consideration (see page 108)

The Merger Agreement provides that, at the Effective Time, each SXE Common Unit issued and outstanding as of immediately prior to the EffectiveTime (other than SXE Common Units held by Affiliated Unitholders and AMID or any of its subsidiaries) will be converted into the right to receive 0.160 ofan AMID Common Unit. Each SXE Common Unit, SXE Subordinated Unit and SXE Class B Convertible Unit held by Southcross Holdings or any of itssubsidiaries and AMID or any of its subsidiaries, issued and outstanding as of the Effective Time, will be cancelled at the Effective Time for no consideration.The incentive distribution rights in SXE outstanding immediately prior to the Effective Time and any equity interest in SXE owned upon consummation of theMerger and immediately prior to the Effective Time by AMID, SXE or any of their respective subsidiaries will be cancelled for no consideration.

Treatment of SXE Equity-Based Awards (see page 109)

Each award of SXE LTIP Units that is outstanding immediately prior to the Effective Time, automatically and without any action on the part of theholder of such SXE LTIP Unit, will at the Effective Time be fully vested and settled in the form of SXE Common Units, provided that SXE will withhold aportion of the SXE Common Units that would otherwise be delivered upon vesting equal to the amount of any applicable federal, state and local taxes. Theholder of the SXE Common Units provided in exchange for SXE LTIP Units will receive the consideration as described above. See “ TheMergerAgreement—MergerConsideration.”

The SXE Special Unitholder Meeting (see page 44)

Meeting.The Special Meeting will be held at the time and place specified in the Notice of Meeting. At the Special Meeting, SXE Unitholders will beasked to vote on the following proposals:

• MergerProposal:To approve the Merger Agreement, a copy of which is attached as AnnexAto this proxy statement/prospectus, and thetransactions contemplated thereby, including the Merger; and

• AdvisoryCompensationProposal:To approve, on an advisory (non-binding) basis, the compensation that may be paid by SXE to its namedexecutive officers in connection with the Merger.

WhoCanVoteattheSpecialMeeting. Only SXE Unitholders of record at the close of business on February 12, 2018 will be entitled to receive noticeof and to vote at the Special Meeting. As of the close of business on the record date, there were [26,492,074] SXE Common Units, [12,213,713] SXESubordinated Units and [18,656,071] SXE Class B Convertible Units outstanding and entitled to vote at the Special Meeting. Each holder of SXE CommonUnits, SXE Subordinated Units and SXE Class B Convertible Units is entitled to one

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vote for each SXE Common Unit, SXE Subordinated Unit and SXE Class B Convertible Unit owned as of the record date; provided that holders of AffiliatedSXE Common Units will not be entitled to vote upon the Merger Proposal.

RequiredVote. The affirmative vote of holders of at least a majority of the outstanding Non-Affiliated SXE Common Units is required to approve theMerger Agreement and the Merger. As of the record date, there were [22,144,280] Non-Affiliated SXE Common Units outstanding. The affirmative vote of amajority of the Non-Affiliated SXE Common Units would be deemed to approve the Merger for all purposes of Section 14.3(b) of the SXE PartnershipAgreement. The affirmative vote of the holders of at least a majority of the outstanding SXE Subordinated Units and at least a majority of the SXE Class BConvertible Units is also required to approve the Merger Agreement and the Merger. The Affiliated Unitholders, which collectively own 100% of the SXESubordinated Units and 100% of the SXE Class B Convertible Units entitled to vote at the Special Meeting, have agreed to vote all of such SXE SubordinatedUnits and SXE Class B Convertible Units in favor of approval of the Merger Proposal and any other matter necessary for the consummation of the Merger.

The affirmative vote of holders of at least a majority of the outstanding SXE Common Units (including the outstanding SXE Common Units owned bythe Affiliated Unitholders) is required to approve, on an advisory (non-binding) basis, the related compensation payments that may be paid or become payableto SXE’s named executive officers in connection with the Merger.

Abstentions will have the same effect as votes “AGAINST” approval and if you fail to cast your vote in person or by proxy or fail to give votinginstructions to your broker, bank or other nominee and are otherwise represented in person or by proxy, it will have the same effect as a vote “AGAINST” theproposal.

UnitOwnershipofandVotingbyAffiliatedUnitholders.As of the record date of the Special Meeting, the Affiliated Unitholders owned, in theaggregate, [26,492,074] SXE Common Units, [12,213,713] SXE Subordinated Units and [18,656,071] SXE Class B Convertible Units which respectivelyrepresent 100% of the SXE Subordinated Units and 100% of the SXE Class B Convertible Units outstanding and entitled to vote at the Special Meeting.Pursuant to the Support Agreement, the Affiliated Unitholders have agreed to vote all of their SXE Subordinated Units and SXE Class B Convertible Units infavor of the Merger and the approval of the Merger Agreement and the transactions contemplated thereby. Pursuant to the SXE Partnership Agreement, SXECommon Units owned by Southcross Holdings and its affiliates will not be entitled to vote for, and will not be counted toward the required majority vote for,approval of the Merger Agreement or the Merger. SXE Common Units owned by Southcross Holdings and its affiliates will be entitled to vote for, and will becounted toward the required majority vote for, the Advisory Compensation Proposal.

Recommendation of the SXE Conflicts Committee and the SXE GP Board and Reasons for the Merger (see page 75)

The SXE GP Board recommends that SXE Unitholders vote “FOR” the approval of the Merger Proposal and that SXE Unitholders vote “FOR” theAdvisory Compensation Proposal.

In the course of reaching its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, the SXE GPBoard considered a number of factors in its deliberations. For a more complete discussion of these factors, see “ TheMerger—RecommendationoftheSXEConflictsCommitteeandtheSXEGPBoardandReasonsfortheMerger.”

Opinion of the Financial Advisor to the SXE Conflicts Committee (see page 81)

In August 2017, the SXE Conflicts Committee retained Jefferies LLC (“Jefferies”) to act as the SXE Conflicts Committee’s financial advisor inconnection with certain potential strategic transactions, including a

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possible sale of, or other business combination involving, SXE and its affiliates, on the one hand, and AMID and its affiliates, on the other hand. At a meetingof the SXE Conflicts Committee on October 31, 2017, Jefferies rendered its opinion to the SXE Conflicts Committee to the effect that, as of that date andbased upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as setforth in its opinion, the Exchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of SXE Common Unitsother than SXE, SXE GP, AMID, AMID GP, AMID Merger Sub, Southcross Holdings or any of their respective affiliates (collectively, the “Unaffiliated SXEUnitholders”), as more fully described in the section of this proxy statement/prospectus entitled “ TheMerger—OpinionoftheFinancialAdvisortotheSXEConflictsCommittee” beginning on page 81 of this proxy statement/prospectus.

The full text of the written opinion of Jefferies, dated as of October 31, 2017, is attached hereto as AnnexB. Jefferies’ opinion sets forth, among otherthings, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering itsopinion. SXE encourages you to read Jefferies’ opinion carefully and in its entirety. Jefferies’ opinion was directed to the SXE Conflicts Committee (in itscapacity as such) and addresses only the fairness, from a financial point of view, to the Unaffiliated SXE Unitholders of the Exchange Ratio pursuant to theMerger Agreement. It does not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternativetransaction or opportunity that might be available to SXE, nor does it address the underlying business decision by SXE or SXE GP to engage in the Merger orthe terms of the Merger Agreement or the documents referred to therein. Jefferies’ opinion does not constitute a recommendation as to how any holder of SXECommon Units should vote on the Merger or any matter related thereto.

AMID Unitholder Approval is Not Required

AMID Unitholders are not required to approve the Merger Agreement or the Merger or the issuance of AMID Common Units in connection with theMerger.

Governance Matters After the Transaction (see page 94)

In connection with the closing of the Contribution, Southcross Holdings, as the Class D member of AMID GP following the closing of the Contribution,will appoint two directors reasonably acceptable to the Class A members of AMID GP to the board of AMID GP, expanding the AMID GP board from ninedirectors to 11 directors.

Ownership of AMID After the Transaction (see page 95)

AMID will issue approximately 3.5 million AMID Common Units to Unaffiliated SXE Unitholders in the Merger. AMID estimates that it will issueapproximately 13.6 million AMID Common Units to Southcross Holdings (subject to certain adjustments and escrows) in connection with the Contribution.As of January 31, 2018, after the completion of the Transaction, it is expected that there will be outstanding approximately 69.8 million AMID CommonUnits. The AMID Common Units estimated to be issued to the SXE Unitholders and to Southcross Holdings in the Merger and in connection with theContribution, respectively, will represent approximately 5% and 19.4%, respectively, of the outstanding AMID Common Units after the Transaction on a fullydiluted basis.

Interests of the Directors and Executive Officers of SXE in the Transaction (see page 95)

SXE’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of SXE Unitholdersgenerally. The members of the SXE GP Board were aware of and considered these interests, among other matters, in evaluating and negotiating the MergerAgreement and the Merger, and in recommending to the SXE Unitholders that the Merger Agreement be adopted.

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These interests include:

• The directors and executive officers of SXE are entitled to continued indemnification and insurance coverage in accordance with the MergerAgreement.

• The executive officers of SXE are entitled to payment of their annual incentive cash bonus awards for fiscal year 2017 at target level.

• Each executive officer of SXE is entitled to severance payments in the event of the executive officer’s qualifying termination of employmentwithin 12 months following the closing of the Merger.

• Unvested SXE LTIP Units held by each of the SXE executive officers will become fully vested and settled in SXE Common Units immediatelyprior to the Effective Time, subject to withholding for applicable taxes. Then, upon the Effective Time, each such SXE Common Unit shall beconverted into the right to receive 0.160 of an AMID Common Unit. Any tandem dividend equivalent right issued in connection with such SXELTIP Unit awards shall be settled as soon as administratively feasible following the Effective Time.

• All executive officers of SXE are entitled to Transaction Bonuses (as defined below) if they are employed by SXE GP as of the closing of theMerger.

• Unvested 2016 cash-based long term incentive awards held by certain of the SXE executive officers will become fully vested upon the closing ofthe Merger, such that each executive officer is entitled to receive a single lump sum cash payment within 30 days after the closing of the Merger.

Risks Relating to the Merger and Ownership of AMID Common Units (see page 32)

SXE Unitholders should consider carefully all the risk factors together with all of the other information included or incorporated by reference in thisproxy statement/prospectus before deciding how to vote. Risks relating to the Merger and ownership of AMID Common Units are described in the sectiontitled “ RiskFactors.” Some of these risks include, but are not limited to, those described below:

• Because the Exchange Ratio is fixed and because the market price of AMID Common Units will fluctuate prior to the consummation of the

Merger, SXE Unitholders cannot be sure of the market value of the AMID Common Units they will receive as Merger consideration relative tothe value of SXE Common Units they exchange.

• AMID and SXE may be unable to obtain the regulatory clearances required to complete the Merger or, in order to do so, AMID and SXE may berequired to comply with material restrictions or satisfy material conditions.

• The Merger Agreement contains provisions that limit SXE’s ability to pursue alternatives to the Merger, which could discourage a potentialcompeting acquirer of SXE from making a favorable alternative transaction proposal and, in specified circumstances, including if unitholderapproval is not obtained or if the Merger Agreement is terminated due to an adverse recommendation change having occurred, could require SXEto pay all of the reasonable documented out-of-pocket expenses incurred by AMID in connection with the Merger Agreement and the transactionscontemplated thereby, in certain circumstances, up to a maximum amount of $500,000 and to pay AMID a termination fee of $2 million, less anyexpenses previously paid by SXE.

• Directors and officers of SXE may have certain interests that are different from those of SXE Unitholders generally.

• SXE Unitholders will have a reduced ownership in the combined organization after the Merger and will exercise less influence over management.

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• AMID Common Units to be received by SXE Unitholders as a result of the Merger have different rights from SXE Common Units.

• No ruling has been requested with respect to the U.S. federal income tax consequences of the Merger.

• The intended U.S. federal income tax consequences of the Merger are dependent upon SXE and AMID being treated as partnerships for U.S.federal income tax purposes.

Conditions to Consummation of the Merger (see page 103)

AMID and SXE currently expect to complete the Transaction in the second quarter of 2018, subject to receipt of the required SXE Unitholder vote andregulatory approvals and clearances and to the satisfaction or waiver of the other conditions to the transactions contemplated by the Transaction Agreementsdescribed below.

As more fully described in this proxy statement/prospectus, each party’s obligation to complete the transactions contemplated by the Merger Agreementdepends on a number of customary closing conditions being satisfied or, where legally permissible, waived, including the following:

• the Merger Agreement and the transactions contemplated thereby must have been approved by the affirmative vote of the holders of at least a

majority of the outstanding Non-Affiliated SXE Common Units, the holders of at least a majority of the outstanding SXE Subordinated Units andthe holders of at least a majority of the SXE Class B Convertible Units, voting as separate classes;

• the waiting period applicable to the Merger, if any, under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “HSRAct”), must have been terminated or expired;

• no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority will be in

effect enjoining, restraining, preventing or prohibiting the consummation of the transactions contemplated by the Merger Agreement or makingthe consummation of such transactions illegal;

• the registration statement of which this proxy statement/prospectus forms a part must have been declared effective by the SEC and must not besubject to any stop order or proceedings initiated or threatened by the SEC;

• the AMID Common Units to be issued in the Merger must have been approved for listing on the NYSE, subject to official notice of issuance;

• closing of the Contribution must have occurred in accordance with the terms of the Contribution Agreement;

• AMID must have received from Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), counsel to AMID, a written opinion regarding certain U.S.federal income tax matters, as described under “ TheMergerAgreement—ConditionstoConsummationoftheMerger”; and

• SXE must have received from Locke Lord LLP (“Locke Lord”), counsel to SXE, a written opinion regarding certain U.S. federal income taxmatters, as described under “ TheMergerAgreement—ConditionstoConsummationoftheMerger”.

The obligation of AMID to effect the Merger is subject to the satisfaction or waiver of the following additional conditions:

• the representations and warranties of SXE in the Merger Agreement being true and correct both when made and at and as of the date of the

closing of the Merger, subject to certain standards, including materiality and material adverse effect qualifications, as described under “ TheMergerAgreement—ConditionstoConsummationoftheMerger;”

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• SXE and SXE GP having performed, in all material respects, all obligations required to be performed by them under the Merger Agreement; and

• the receipt of an officer’s certificate executed by an executive officer of SXE certifying that the two preceding conditions have been satisfied.

The obligation of SXE to effect the Merger is subject to the satisfaction or waiver of the following additional conditions:

• the representations and warranties of AMID in the Merger Agreement being true and correct both when made and at and as of the date of the

closing of the Merger, subject to certain standards, including materiality and material adverse effect qualifications, as described under “ TheMergerAgreement—ConditionstoConsummationoftheMerger;”

• AMID and AMID GP having performed, in all material respects, all obligations required to be performed by them under the Merger Agreement;

• the receipt of an officer’s certificate executed by an executive officer of AMID certifying that the two preceding conditions have been satisfied;and

• AMID having either paid or caused to be paid on behalf of SXE (i) the dollar amount of all indebtedness and any other amounts required to bepaid under SXE’s credit facilities in order to fully pay off SXE’s credit facilities and (ii) as applicable, to such accounts as designated in aqualifying notes payoff letter by Southcross Holdings and/or the Sponsors, and in accordance with the qualifying notes payoff letter, the dollaramount of indebtedness and any other amounts required to be paid in order to fully pay off the qualifying notes.

In addition, the Contribution Agreement contains customary representations and warranties and covenants by each of the parties. The closing under theContribution Agreement is conditioned upon, among other things: (i) expiration or termination of any applicable waiting period under the HSR Act, (ii) theabsence of certain legal impediments prohibiting the transactions, and (iii) with respect to AMID’s obligation to close only, the conditions precedentcontained in the Merger Agreement having been satisfied or being satisfied concurrently with the closing of the Contribution Agreement. In the event thecondition described in clause (iii) is not satisfied, subject to satisfaction or waiver of the other conditions to the Contribution, AMID has the ability to waivethe condition described in clause (iii) and consummate the Contribution without consummating the Merger.

Regulatory Approvals and Clearances Required for the Transaction (see page 98)

Consummation of the Merger is conditioned on the expiration or termination of a 30-day waiting period under the HSR Act. On November 28, 2017,AMID and SXE filed Notification and Report Forms (“HSR Forms”) with the Antitrust Division of the Department of Justice (the “Antitrust Division”) andthe Federal Trade Commission (the “FTC”). On December 8, 2017, AMID and SXE received early termination of the applicable waiting period under theHSR Act. The Merger is also subject to review by state regulatory authorities such as the Mississippi Public Services Commission (“MPSC”). See “ TheMerger—RegulatoryApprovalsandClearancesRequiredfortheTransaction.”

Amendments to the Existing AMID Partnership Agreement (see page 98)

In connection with the closing of the Merger, AMID GP will enter into the Sixth Amended and Restated Agreement of Limited Partnership of AMID(the “AMID Partnership Agreement”).

In conjunction with the Merger, and as partial consideration under the Contribution Agreement, AMID will issue to Southcross Holdings 4.5 millionseries E preferred units. Concurrently with the closing of the

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Transaction, AMID GP will enter into the AMID Partnership Agreement to reflect the issuance of series E preferred units. Series E preferred units have theright to receive cumulative distributions in the same priority as distributions to the series A preferred units and series C preferred units and prior to any otherdistributions made in respect of the common units (the “series E quarterly distribution”). Distributions on series E units can be made with paid-in-kind seriesE units, cash or a combination thereof, at the discretion of the AMID GP Board.

The AMID Partnership Agreement amends certain rights and preferences of holders of series C preferred units. In AMID GP’s discretion, the quarterlydistribution with respect to series C preferred units representing underlying AMID Common Units having a value of $50 million based upon the closing priceof AMID Common Units on the trading date immediately preceding the applicable record date for such conversion the $50 million of series C preferred units(as defined below) may instead be paid as (x) an amount in cash up to the series C distribution rate, as such term is defined in the AMID PartnershipAgreement, and (y) a number of series C preferred units equal to (a) the remainder of (i) the series C distribution rate less (ii) the amount of cash paid pursuantto clause (x), divided by (b) the series C adjusted issue price, as such term is defined in the AMID Partnership Agreement. In AMID GP’s discretion, theseries C quarterly distribution with respect to the remaining series C preferred units (that is, other than the $50 million of Series C Preferred Units) may bepaid as (x) an amount in cash up to the greater of (a) $0.4125 per unit and (b) the series C subsequent distribution rate, as such term is defined in the AMIDPartnership Agreement, and (y) a number of series C PIK preferred units equal to (a) the remainder of (i) the greater of (I) $0.4125 and (II) the series Csubsequent distribution rate less (ii) the amount of cash paid pursuant to clause (x), divided by (b) the series C adjusted issue price. The AMID PartnershipAgreement also provides the Partnership with certain redemption rights related to the series C preferred units. The $50 million series C preferred units areconvertible upon the election of the Partnership at any time after the series E preferred units become convertible.

The AMID Partnership Agreement provides each of Southcross Holdings and its permitted transferees of series E preferred units that is the registeredholder of any series E preferred units (“Holdings”) with certain limited preemptive rights. If AMID issues to the Class A Member, as such term is defined inthe Amended GP LLC Agreement (as defined below), or its affiliates limited partnership interests of the same class held by Holdings (other than issuances ofPIK preferred units or issuances of limited partner interests purchased by the general partner to maintain its percentage interest as described above), Holdingshas the right to purchase limited partner interests of such class from AMID up to the amount necessary to maintain its aggregate percentage interest equal tothat which existed immediately prior to the issuance of such limited partner interests on the same terms provided to the Class A Member or its affiliates.Further, if AMID issues to Magnolia Infrastructure Holdings, LLC (“Magnolia”), or any of its affiliates that holds series C preferred units (the “MagnoliaLPs”), or any of their respective affiliates limited partner interests (other than (i) issuances of PIK preferred units or conversion units, (ii) issuances of limitedpartner interests purchased by the general partner to maintain its percentage interest as described above, (iii) issuances to finance a capital improvement or thereplacement of a capital asset or (iv) issuances to all holders of common units on a pro rata basis), Holdings has the right to purchase such limited partnerinterests from AMID up to the amount necessary to maintain its percentage interest equal to that which existed immediately prior to the issuance of suchlimited partner interests on the same terms provided to Magnolia, the Magnolia LPs or any of their respective affiliates.

Under the AMID Partnership Agreement, AMID has agreed to register for resale under the Securities Act and applicable state securities laws anyAMID Common Units, series A preferred units, series C preferred units, series E preferred units or other partnership securities proposed to be sold byHoldings or any of its affiliates, if an exemption from the registration requirements is not otherwise available. AMID is not obligated to effect more than tworegistrations at the request of Holdings or its affiliates. These registration rights continue, following any withdrawal or removal of AMID GP as the AMIDgeneral partner, for two years and for so long thereafter as is required for the holder to sell its partnership securities. AMID is obligated to pay all expensesincidental to the registration at the request of Holdings or its affiliates, excluding underwriting discounts and commissions, but

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only to the extent such request is made within 20 days after the issuance of common units pursuant to AMID’s right to exercise its series E conversion right,and all costs and expenses of any other such registration shall be paid by Holdings or its affiliates.

For a description of the relative rights and preferences of holders of series C preferred units and series E preferred units, see “ TheAMIDPartnershipAgreement” and “ ProvisionsoftheAMIDPartnershipAgreementRelatingtoCashDistributions.” This is only a summary of material changes to theExisting AMID Partnership Agreement and is qualified in its entirety by reference to the form AMID Partnership Agreement filed as an exhibit to thisregistration statement of which this proxy statement/prospectus forms a part.

No Solicitation by SXE of Alternative Proposals (see page 106)

The Merger Agreement provides that SXE and SXE GP will not, and SXE will cause its subsidiaries and use reasonable best efforts to cause its and itssubsidiaries’ directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives not to, directly orindirectly:

• solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or takeany other action intended to lead to any inquiries or any proposals that constitute the submission of an alternative proposal;

• grant approval to any person to acquire 20% or more of any partnership securities issued by SXE without such person being subject to the

limitations in SXE’s partnership agreement that prevent certain persons or groups that beneficially own 20% or more of any outstandingpartnership securities of any class then outstanding from voting any partnership securities of such party on any matter; or

• except as permitted by the Merger Agreement, enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle,

unit purchase agreement, asset purchase agreement or unit exchange agreement, option agreement or other similar agreement relating to analternative proposal.

In addition, the Merger Agreement requires SXE and its subsidiaries to (i) cease and cause to be terminated any discussions or negotiations with anypersons conducted prior to the execution of the Merger Agreement regarding an alternative proposal, (ii) request the return or destruction of all confidentialinformation previously provided to any such persons, and (iii) immediately prohibit any access by any persons (other than AMID and its representatives) toany physical or electronic data room relating to a possible alternative proposal.

SXE has also agreed in the Merger Agreement that it (i) will promptly, and in any event within 48 hours after receipt, notify AMID of any alternativeproposal or any request for information or inquiry with regard to any alternative proposal and the identity of the person making any such alternative proposal,request or inquiry (including providing AMID with copies of any written materials received from or on behalf of such person relating to such proposal, offer,request or inquiry) and (ii) will provide AMID with the material terms, conditions and nature of any such alternative proposal, request or inquiry. In addition,SXE agrees to keep AMID reasonably informed of all material developments affecting the status and terms of any such alternative proposals, offers, inquiriesor requests (and promptly provide AMID with copies of any written materials received by it or that it has delivered to any third party making an alternativeproposal that relate to such proposals, offers, requests or inquiries) and of the status of any such discussions or negotiations.

Change in SXE GP Board Recommendation (see page 107)

The Merger Agreement provides that SXE and SXE GP will not, and SXE will cause its subsidiaries and use reasonable best efforts to cause itsrepresentatives not to, directly or indirectly, withdraw, modify or qualify, or

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propose publicly to withdraw, modify or qualify, in a manner adverse to AMID, the recommendation of the SXE GP Board that SXE’s Unitholders approvethe Merger Agreement or publicly recommend the approval of, or publicly approve, or propose to publicly recommend or approve, any alternative proposal.In addition, subject to certain limitations, if SXE receives an alternative proposal it will, within 10 business days of receipt of a written request from AMID,publicly reconfirm the recommendation of the SXE GP Board that SXE’s Unitholders approve the Merger Agreement.

SXE’s taking or failing to take, as applicable, any of the actions described above is referred to as an “adverse recommendation change.”

Subject to the satisfaction of specified conditions in the Merger Agreement described under “ TheMergerAgreement—ChangeinSXEGPBoardRecommendation,” the SXE GP Board may, at any time prior to the approval of the Merger Agreement by SXE Unitholders, effect an adverserecommendation change in response to either (i) any alternative proposal constituting a designated proposal or (ii) a changed circumstance that was not knownby the SXE GP Board prior to the date of the Merger Agreement, in each case if the SXE GP Board, after consultation with SXE GP’s financial advisor andoutside legal counsel, determines in good faith that the failure to take such action would not be in the best interest of SXE and would be inconsistent with itsduties under the SXE Partnership Agreement and applicable law.

Termination of the Merger Agreement (see page 110)

AMID or SXE may terminate the Merger Agreement at any time prior to the Effective Time:

• by mutual written consent; or

• by either AMID or SXE:

• if the Merger has not occurred on or before June 1, 2018 (the “Outside Date”); provided, that the right to terminate is not available to a

party if the inability to satisfy such condition was due to the failure of such party to perform any of its obligations under the MergerAgreement or if the other party has filed and is pursuing an action seeking specific performance pursuant to the terms of the agreement;

• if any governmental authority has issued a final and nonappealable law, injunction, judgment or ruling that enjoins, restrains, prevents orotherwise prohibits the consummation of the transactions contemplated by the Merger Agreement or makes the transactions contemplatedby the Merger Agreement illegal; provided, however, that the right to terminate is not available to a party if such final law, injunction,judgment or rule was due to the failure of such party to perform any of its obligations under the agreement; or

• if the unitholders of SXE do not approve the Merger Agreement and the transactions contemplated thereby at the Special Meeting or anyadjournment or postponement of such meeting.

AMID may terminate the Merger Agreement at any time prior to the Effective Time:

• if an adverse recommendation change by the SXE GP Board has occurred; or

• if there is a breach by SXE of any of its representations, warranties, covenants or agreements in the Merger Agreement such that certain closing

conditions would not be satisfied or, if capable of being cured, such breach has not been cured within 30 days following delivery of written noticeof such breach by AMID, subject to certain exceptions discussed in “ TheMergerAgreement—TerminationoftheMergerAgreement.”

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SXE may terminate the Merger Agreement at any time prior to the Effective Time:

• if there is a breach by AMID of any of its representations, warranties, covenants or agreements in the Merger Agreement such that certain closing

conditions would not be satisfied or, if capable of being cured, such breach has not been cured within 30 days following delivery of written noticeof such breach by SXE, subject to certain exceptions discussed in “ TheMergerAgreement—TerminationoftheMergerAgreement.”

In addition, the Merger Agreement will be automatically terminated without further action of any party to the Merger Agreement upon the terminationof the Contribution Agreement.

Termination Fee and Expense Reimbursement (see page 111)

Generally, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be the obligation of therespective party incurring such fees and expenses.

In addition, following a termination of the Merger Agreement in specified circumstances, SXE will be required to pay all of the reasonably documentedout-of-pocket expenses incurred by AMID in connection with the Merger Agreement; provided, however, that in the event of a termination of the MergerAgreement by either party because the Merger was not approved at the Special Meeting of SXE Unitholders called for such purpose (or termination by SXEpursuant to a different termination provision provided in the Merger Agreement at a time when the Merger Agreement is terminable because the Merger wasnot approved at the Special Meeting of SXE Unitholders called for such purpose), SXE will pay AMID’s out-of-pocket expenses, in certain circumstances, upto a maximum amount of $500,000.

Following termination of the Merger Agreement under specified circumstances, including due to an adverse recommendation change having occurred,SXE will be required to pay AMID a termination fee of $2 million, less any expenses previously reimbursed by SXE pursuant to the Merger Agreement.

Comparison of Rights of AMID Unitholders and SXE Unitholders (see page 191)

SXE Unitholders will own AMID Common Units following the completion of the Merger, and their rights associated with those AMID Common Unitswill be governed by the AMID Partnership Agreement, which differs in a number of respects from the SXE Partnership Agreement, and the Delaware LP Act.

Material United States Federal Income Tax Consequences of the Merger (see page 134)

Tax matters associated with the Merger are complicated. The U.S. federal income tax consequences of the Merger to an SXE Unitholder will depend, inpart, on such unitholder’s own tax situation. The tax discussions contained herein focus on the U.S. federal income tax consequences generally applicable toindividuals who are residents or citizens of the United States that hold their SXE Units as capital assets, and these discussions have only limited application toother unitholders, including those subject to special tax treatment. SXE Unitholders are urged to consult their tax advisors for a full understanding of the U.S.federal, state, local and foreign tax consequences of the Merger that will be applicable to them.

In connection with the Merger, SXE expects to receive an opinion from Locke Lord to the effect that except to the extent that cash or nonqualifiedliability assumption causes the Merger to be treated as a disguised sale, and except to the extent amounts are deducted and withheld by AMID or theExchange Agent: (A) no gain or loss should be recognized by SXE Unitholders holding SXE Common Units, SXE Subordinated Units or SXE Class BConvertible Units (other than SXE Common Units, SXE Subordinated Units, SXE Class B Convertible Units or other equity interests in SXE held bySouthcross Holdings or an affiliate, subsidiary or partner thereof or

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AMID or any of its affiliates) as a result of the Merger with respect to any SXE Common Units, SXE Subordinated Units or SXE Class B Convertible Unitsheld by such SXE Unitholder (other than any gain resulting from (x) any actual or constructive distribution of cash, including as a result of any decrease inpartnership liabilities pursuant to Section 752 of the Code, (y) the receipt of any merger consideration that is not pro rata with the other holders of the sameclass of units (other than units held by Southcross Holdings or an affiliate, subsidiary or partner thereof or AMID or any of its affiliates) or (z) any liabilitiesincurred other than in the ordinary course of business of SXE or its subsidiaries); provided that such opinion shall not extend to any SXE Unitholder whoacquired SXE Common Units, SXE Subordinated Units or SXE Class B Convertible Units from SXE in exchange for property or services other than cash; and(B) SXE is classified as a partnership for U.S. federal income tax purposes.

In connection with the Merger, AMID expects to receive an opinion from Gibson Dunn, to the effect that for U.S. federal income tax purposes:(A) AMID should not recognize any income or gain as a result of the Merger (other than any gain resulting from any decrease in partnership liabilitiespursuant to Section 752 of the Code); (B) no gain or loss should be recognized by AMID Common Unitholders as a result of the Merger (other than any gainresulting from (w) any decrease in partnership liabilities pursuant to Section 752 of the Code, (x) any liabilities incurred other than in the ordinary course ofbusiness of AMID or its subsidiaries, (y) any disposition or deemed disposition of non-pro rata Merger Consideration or (z) relating to an AMID Unitreceived for property or services other than cash); and (C) AMID is classified as a partnership for U.S. federal income tax purposes.

Opinions of counsel, however, are subject to limitations and are not binding on the Internal Revenue Service (“IRS”), and no assurance can be giventhat the IRS would not successfully assert a contrary position. In addition, opinions of counsel are based upon various factual assumptions, representations,warranties and covenants made by the officers of the SXE entities and AMID entities and any of their respective affiliates as to such matters as counsel mayreasonably request. See “ MaterialU.S.FederalIncomeTaxConsequencesoftheMerger” for a more complete discussion of the material U.S. federalincome tax consequences of the Merger.

Accounting Treatment of the Merger (see page 100)

In accordance with accounting principles generally accepted in the United States and in accordance with the Financial Accounting Standards Board’sAccounting Standards Codification Topic 805—Business Combinations, AMID will account for the merger as an acquisition of a business.

Listing of AMID Common Units; Delisting and Deregistration of SXE Common Units (see page 100)

AMID Common Units are currently listed on the NYSE under the ticker symbol “AMID.” It is a condition to closing that the AMID Common Units tobe issued in the Merger to SXE Unitholders be approved for listing on the NYSE, subject to official notice of issuance.

SXE Common Units are currently listed on the NYSE under the ticker symbol “SXE.” If the Merger is completed, SXE Common Units will cease to belisted on the NYSE and will be deregistered under the Exchange Act.

No Appraisal Rights (see page 100)

Appraisal rights are not available in connection with the Merger under the Delaware LP Act or under the SXE Partnership Agreement.

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Organizational Structure Prior to and Following the Merger

The following represents the simplified organizational structure of AMID and SXE prior to the Transaction (1) :

(1) For purposes of the simplified organizational structure, all of AMID’s preferred limited partner interests are presented as if converted to AMID

Common Units, as of January 31, 2018.

(2) ArcLight Capital Holdings, LLC (“ArcLight Holdings”) is the sole manager and member of ArcLight Capital and, together with ArcLight Holdings andArcLight Energy Partners Fund V, L.P. (“Fund V”), the “ArcLight Entities”). ArcLight Capital is the investment adviser to Fund V. ArcLight Holdingsis the manager of the general partner of Fund V. Fund V directly owns Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), which ownsMagnolia Infrastructure Partners, LLC (“Magnolia”). Fund V, through Magnolia, also owns approximately 90% of the ownership interest in HPIP.

(3) AMID’s directors and officers who are not affiliated with the ArcLight Entities collectively own an additional approximately 0.45% limited partnerinterest.

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The following represents the simplified organizational structure of the combined company following the Transaction (1) :

(1) For purposes of the simplified organizational structure, all of AMID’s preferred limited partner interests are presented as if converted to AMID

Common Units, as of January 31, 2018.

(2) AMID’s directors and officers who are not affiliated with the ArcLight Entities collectively own an additional approximately 0.37% limited partnerinterest.

(3) Indirectly held through subsidiaries contributed to AMID by Southcross Holdings immediately prior to the Merger.

(4) Following the Transaction, AMID GP will be entitled, but not required, to make an additional capital contribution to maintain its general partnerinterest of 1.28%.

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Litigation Related to the Merger (see page 100)

In connection with the Merger, as of February 8, 2018, five putative class actions have been filed in the United States District Court for the NorthernDistrict of Texas. The actions were filed against multiple entities and individuals, including by way of example only and among others, SXE, SXE GP,Southcross Holdings, Holdings GP, AMID, AMID Merger Sub, and certain former and current members of SXE executive management and the SXE GPBoard.

The complaints generally allege, among other things, that the registration statement on Form S-4 (file no. 333-222501) of which this proxystatement/prospectus is a part is false and materially misleading and that the defendants have violated Sections 14(a) and 20(a) of the Securities Exchange Actof 1934 and Rule 14a-9 promulgated thereunder. Generally, the complaints seek class certification, injunctive relief, damages, declaratory relief, andattorney’s fees and court costs.

All defendants deny any wrongdoing in connection with the proposed Transaction and plan to vigorously defend against all pending claims.

Selected Historical Financial Information of AMID

The following table sets forth AMID’s selected historical consolidated financial data for the periods ended and as of the dates indicated. Theconsolidated statements of operations for the years ended December 31, 2016, 2015 and 2014 and the consolidated balance sheet data as of December 31,2016 and 2015 have been derived from AMID’s audited consolidated financial statements incorporated by reference into this proxy statement/prospectus. Theconsolidated statements of operations presented below for the years ended December 31, 2013 and 2012 and the consolidated balance sheet data presentedbelow as of December 31, 2014, 2013 and 2012 are unaudited; however, they have been derived from AMID’s audited consolidated financial statements thatare not incorporated by reference into this proxy statement/prospectus. The consolidated statements of operations for the nine months ended September 30,2017 and 2016 and the consolidated balance sheet data as of September 30, 2017 have been derived from AMID’s unaudited condensed consolidated financialstatements incorporated by reference into this proxy statement/prospectus. The data presented below has been prepared on the same basis as the auditedconsolidated financial statements included in AMID’s Current Report on Form 8-K dated December 6, 2017 (the “Recast Form 8-K”), reflecting the change inclassification of AMID’s propane and marketing services business (the “Propane Business”) to discontinued operations for all periods presented. The datapresented below should be read in conjunction with the consolidated financial statements and the related notes contained in the Recast Form 8-K and AMID’sQuarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, and the section entitled “ Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperations” contained in AMID’s Current Report on Form 8-K/A dated December 6, 2017 and filed on December 12,2017 and AMID’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2017, which are incorporated by reference into this proxystatement/prospectus. See the section entitled “ WhereYouCanFindMoreInformation” beginning on page 227 of this proxy statement/prospectus.

Nine Months ended September 30,

For the Years Ended December 31,

2017 (1)

(unaudited) 2016 (1)

(unaudited) 2016 (1) 2015 (1) 2014 (1) 2013 (1)

(unaudited) 2012 (1, 2)

(unaudited) (in thousands, except per unit data) Consolidated Statement of Operations Revenues Total operating revenue $ 488,398 $ 413,153 $589,026 $750,304 $838,949 $ 436,021 $ 77,717 Operating expenses Costs of sales 342,886 270,712 393,351 567,682 672,948 331,831 72,520 Direct operating expenses 56,819 53,872 71,544 71,729 58,048 33,962 5,080 Corporate expenses 84,570 60,945 89,438 65,327 60,465 51,193 10,747 Depreciation, amortization and accretion 78,834 65,937 90,882 81,335 57,818 43,458 4,790 Loss (gain) on sale of assets, net (4,064) 297 688 2,860 4,087 (17) 2

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Nine Months ended

September 30, For the Years Ended

December 31,

2017 (1)


(unaudited) 2016 (1) 2015 (1) 2014 (1) 2013 (1)

(unaudited) 2012 (1, 2)

(unaudited) (in thousands, except per unit data) Loss on impairment of property, plant and equipment — — 697 — 21,344 8,830 — Loss on impairment of goodwill — — 2,654 148,488 — — —

Total operating expenses 559,045 451,763 649,254 937,421 874,710 469,257 93,139 Operating loss (70,647) (38,610) (60,228) (187,117) (35,761) (33,236) (15,422) Other income (expense): Interest expense (51,037) (24,723) (21,433) (20,077) (16,497) (15,418) (3,167) Loss on extinguishment of debt — — — — (1,634) — (497) Other income (expense) 32,248 245 254 1,460 (1,096) 544 13 Earnings in unconsolidated affiliates 49,781 29,513 40,158 8,201 348 — — Loss from continuing operations before income taxes (39,655) (33,575) (41,249) (197,533) (54,640) (48,110) (19,073) Income tax (expense) benefit (2,611) (1,839) (2,580) (1,885) (856) 212 (185) Loss from continuing operations (42,266) (35,414) (43,829) (199,418) (55,496) (47,898) (19,258) Discontinued operations:

Income (loss) from discontinued operations 42,185 7,532 (4,715) (423) (24,071) 13,446 10,870 Net loss (81) (27,882) (48,544) (199,841) (79,567) (34,452) (8,388)

Net income (loss) attributable to non-controlling interests 3,386 2,192 2,766 (13) 3,993 705 —

Net loss attributable to the Partnership $ (3,467) $ (30,074) $ (51,310) $(199,828) $ (83,560) $ (35,157) $ (8,388) General Partner’s Interest in net loss $ (98) $ (235) $ (233) $ (1,823) $ (398) $ (864) $ — Limited Partners’ Interest in net loss $ (3,369) $ (29,839) $ (51,077) $(198,005) $ (83,162) $ (34,293) $ (8,388) Limited Partners’ net (loss) per common unit: Basic and diluted:

Loss from continuing operations $ (1.35) $ (1.14) $ (1.51) $ (4.91) $ (2.77) $ (3.21) $ (1.19) Income (loss) from discontinued operations $ 0.81 $ 0.15 $ (0.09) $ (0.01) $ (0.52) $ (0.07) $ 0.61 Net loss $ (0.54) $ (0.99) $ (1.60) $ (4.92) $ (3.29) $ (3.28) $ (0.58)

Weighted average number of common units outstanding: Basic and diluted (3) 52,021 51,310 51,176 45,050 27,524 18,931 12,069

As of September 30,

As of December 31,

2017 (1)

(unaudited) 2016 (1) 2015 (1) 2014 (1)


(unaudited) 2012 (1, 2)

(unaudited) (in thousands, except per unit data) Balance Sheet Data Cash and cash equivalents $ 6,739 $ 5,666 $ 1,987 $ 3,824 $ 3,627 $ 10,099 Accounts receivable and unbilled revenue 79,065 67,625 61,016 116,676 129,724 59,721 Property, plant and equipment, net 1,140,826 1,066,608 981,321 887,045 537,304 103,954 Total assets 2,023,207 2,349,321 1,751,889 1,865,210 1,292,695 562,124 Current portion of long-term debt 1,234 5,438 2,758 3,141 3,141 2,694 Long-term debt 1,057,845 1,235,538 687,100 456,965 314,764 164,429 (1) On March 8, 2017, AMID completed its acquisition of JP Energy Partners LP (“JPE”), an entity controlled by ArcLight Capital affiliates, in a unit-for-unit merger (“JPE

Acquisition”). As both AMID and JPE were controlled by ArcLight Capital affiliates, the acquisition represented a transaction among entities under common control. The selectedhistorical financial information for the periods presented has been retrospectively adjusted to give effect to the JPE Acquisition.

On September 1, 2017, AMID completed the disposition of its Propane Business. As a result of the disposition of its Propane Business, AMID classified the results of operations ofthe Propane Business as discontinued operations. The selected historical financial information for the periods presented has been retrospectively adjusted to reflect the change inclassification of the Propane Business to discontinued operations.

(2) The 2012 selected financial data represents JPE financial activity only (including the Propane Business disposition), given the common control was April 15, 2013, as mentionedabove.

(3) Includes unvested phantom units with distribution equivalent rights, which are considered participating securities, of 200,000 at December 31, 2016 and 2015.

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Selected Historical Financial Information of SXE

The following table sets forth SXE’s selected historical consolidated financial data for the periods ended and as of the dates indicated. The consolidatedstatements of operations for the years ended December 31, 2016 and 2015 and the consolidated balance sheet data as of December 31, 2016 and 2015 havebeen derived from SXE’s audited consolidated financial statements incorporated by reference into this proxy statement/prospectus. The consolidatedstatements of operations for the years ended December 31, 2014, 2013, and 2012 and the consolidated balance sheet data as of December 31, 2014, 2013 and2012 have been derived from SXE’s audited consolidated financial statements that are not incorporated by reference into this proxy statement/prospectus. Theconsolidated statement of operations for the nine months ended September 30, 2017 and 2016 and the consolidated balance sheet data as of September 30,2017 have been derived from SXE’s unaudited condensed consolidated financial statements incorporated by reference into this proxy statement/prospectus.The data presented below should be read in conjunction with the section entitled “ Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperations” and the consolidated financial statements and the related notes contained in SXE’s most recent Annual Report on Form 10-K and its QuarterlyReport on Form 10-Q for the period ended September 30, 2017 incorporated by reference into this proxy statement/prospectus. See the section entitled “WhereYouCanFindMoreInformation” beginning on page 227 of this proxy statement/prospectus.

Nine Months Ended September 30, Year Ended December 31,

2017 2016 2016 2015 (1) 2014 (1) 2013 2012 (in thousands, except per unit data) Revenues:

Revenues $493,914 $389,091 $548,723 $698,473 $848,513 $634,722 $ 496,129 Expenses:

Cost of natural gas and liquids sold 388,362 273,638 395,874 517,157 721,132 541,176 424,489 Operations and maintenance 43,779 54,173 70,242 82,529 59,915 41,254 35,532 Depreciation and amortization 53,673 68,898 106,947 70,814 46,050 33,548 18,977 General and administrative 19,616 22,879 28,546 30,026 32,723 21,764 13,842 Impairment of assets 1,769 476 476 7,067 1,556 — — Loss (gain) on sale of assets, net (5) (12,755) (11,768) 416 365 (25) —

Total expenses 507,194 407,309 590,317 708,009 861,741 637,717 492,840 Income (loss) from operations (13,280) (18,218) (41,594) (9,536) (13,228) (2,995) 3,289 Other income (expense):

Equity in losses of joint venture investments (9,865) (10,656) (21,123) (13,452) (6,496) — — Interest expense (28,670) (26,601) (35,166) (32,738) (15,562) (12,590) (5,767) Other income (expense) 1,508 — 2,933 — (2,393) — (1,764)

Total other expense (37,027) (37,257) (53,356) (46,190) (24,451) (12,590) (7,531)

Loss before income tax benefit (expense) (50,307) (55,475) (94,950) (55,726) (37,679) (15,585) (4,242) Income tax benefit (expense) (4) 2 2 233 (52) (385) (246)

Net loss $ (50,311) $ (55,473) $ (94,948) $ (55,493) $ (37,731) $ (15,970) $ (4,488)

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Nine Months Ended

September 30, Year Ended December 31, 2017 2016 2016 2015 (1) 2014 (1) 2013 2012 (in thousands, except per unit data) Earnings Per Unit: Net loss allocated to limited partner common units $(30,590) $(29,235) $(50,612) $(24,790) $(20,175) $ (8,683) $ (2,072) Weighted average number of limited partner common units 48,545 33,119 34,161 26,781 21,642 12,225 12,214 Basic and diluted loss per common unit $ (0.63) $ (0.88) $ (1.48) $ (0.93) $ (0.93) $ (0.71) $ (0.17) Distributions declared per common unit $ — $ — $ — $ 1.20 $ 1.60 $ 1.60 $ 0.24 Net loss allocated to limited partner subordinated units $ (7,694) $(10,777) $(18,089) $(11,300) $ (8,355) $ (8,638) $ (2,072) Weighted average number of limited partner subordinated units

outstanding 12,214 12,214 12,214 12,214 12,214 12,214 12,214 Basic and diluted loss per subordinated unit $ (0.63) $ (0.88) $ (1.48) $ (0.93) $ (0.68) $ (0.71) $ (0.17) (1) On May 7, 2015, SXE acquired gathering, treating, compression and transportation assets (the “2015 Holdings Acquisition”). The acquired assets

consist of the Valley Wells sour gas gathering and treating system (the “Valley Wells System”), compression assets that are part of the Valley Wellsand Lancaster gathering and treating systems (the “Compression Assets”) and two NGL pipelines. The 2015 Holdings Acquisition was deemed atransaction between entities under common control and, as such, was accounted for on an “as if pooled” basis for all periods which common controlexisted (which began on August 4, 2014). SXE’s financial results retrospectively include the financial results of the Valley Wells System andCompression Assets for all periods ending after August 4, 2014, the date that Southcross Energy LLC and TexStar Midstream Services, LP, combinedpursuant to a contribution agreement in which Southcross Holdings was formed.

As of September 30,

As of December 31,

2017 2016 2015 2014 2013 2012 (in thousands, except per unit data) Balance Sheet Data:

Cash and cash equivalents $ 14,652 $ 21,226 $ 11,348 $ 1,649 $ 3,349 $ 7,490 Trade accounts receivable 30,448 51,894 39,585 74,086 57,669 50,994 Accounts receivable—affiliates 18,706 7,976 49,734 11,325 — — Property, plant and equipment, net 928,247 971,286 1,066,001 1,058,570 575,795 550,603 Total assets 1,113,506 1,186,076 1,318,960 1,299,712 647,078 614,220 Current portion of long-term debt 4,256 4,500 4,500 4,500 — — Long-term debt 518,480 543,872 604,518 454,527 262,063 186,615 Total partners’ capital 516,726 563,629 621,336 697,104 275,024 326,467

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Selected Unaudited Pro Forma Condensed Consolidated Financial Information

The following selected unaudited pro forma condensed consolidated balance sheet data as of September 30, 2017 reflects the Transaction as if itoccurred on September 30, 2017. The unaudited pro forma condensed consolidated statement of operations data for the nine months ended September 30,2017 and the year ended December 31, 2016 reflect the Transaction and a separate completed acquisition by AMID as if they occurred on January 1, 2016.

The following selected unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and is notnecessarily indicative of what the combined organization’s condensed consolidated financial position or results of operations actually would have been hadthe Transaction been completed as of the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purportto project the future financial position or operating results of the combined organization. Future results may vary significantly from the results reflectedbecause of various factors. The following selected unaudited pro forma condensed consolidated financial information should be read in conjunction with thesection entitled “ UnauditedProFormaCondensedConsolidatedFinancialStatements” and related notes included in this proxy statement/prospectus.

UnauditedProFormaCondensedConsolidatedBalanceSheetDataasofSeptember30,2017

As of September 30, 2017

(in thousands)

AMID

Historical SXE

Historical SXH

Historical Eliminations Pro Forma

Adjustments

AMID Pro Forma Combined

Total assets $ 2,023,207 $ 1,113,506 $ 1,263,746 $ (331,508) $ (1,093,156) $ 2,975,795 Long term debt 1,059,079 522,736 121,856 — — 1,703,671 Total equity and partners’ capital 444,874 516,726 1,062,820 (313,081) (1,183,028) 528,311

UnauditedProFormaCondensedConsolidatedStatementofOperationsDataforNineMonthsendedSeptember30,2017

Nine Months Ended September 30, 2017

(in thousands)

AMID

Pro Forma SXE

Historical SXH


Adjustments


Revenues $ 488,398 $493,914 $ 247,817 $ (135,275) $ — $1,094,854 Total operating expenses 559,045 507,194 304,912 (135,275) (87,934) 1,147,942 Operating income (loss) (70,647) (13,280) (57,095) — 87,934 (53,088) Interest expense (55,553) (28,670) (11,295) — (3,471) (98,989) Earnings (losses) in unconsolidated affiliates 77,141 (9,865) (48,419) 48,419 — 67,276 Income (loss) from continuing operations before taxes (16,811) (50,307) (116,809) 48,419 84,463 (51,045)

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UnauditedProFormaCondensedConsolidatedStatementofOperationsfortheYearEndedDecember31,2016

Year Ended December 31, 2016

(in thousands)

AMID

Pro Forma SXE

Historical SXH


Adjustments


Revenues $ 589,026 $548,723 $210,585 $ (126,028) $ — $1,222,306 Total operating expenses 649,254 590,317 302,416 (126,028) (149,235) 1,266,724 Operating income (loss) (60,228) (41,594) (91,831) — 149,235 (44,418) Interest expense (26,813) (35,166) (20,454) — (2,295) (84,728) Earnings (losses) in unconsolidated affiliates 73,004 (21,123) (96,935) 96,935 — 51,881 Income (loss) from continuing operations before taxes (13,783) (94,950) 277,899 96,935 146,940 413,041

Unaudited Comparative Per Unit Information

HistoricalPerUnitInformationofAMIDandSXE

The historical per unit information of AMID and SXE set forth in the table below is derived from the audited consolidated financial statements as ofand for the year ended December 31, 2016 and the unaudited condensed consolidated financial statements as of and for the nine months ended September 30,2017 for each of AMID and SXE.

ProFormaCombinedPerUnitInformationofAMID

The unaudited pro forma combined per unit information of AMID set forth in the table below gives effect to the Transaction as if it had been effectiveon January 1, 2016, in the case of income from continuing operations per unit and distributions data, and September 30, 2017, in the case of book value perunit data, and, in each case, assuming that a number of AMID Common Units equal to 0.160 of an AMID Common Unit have been issued in exchange foreach outstanding Non-Affiliated SXE Common Unit.

UnauditedEquivalentProFormaperUnitInformationofSXE

The unaudited equivalent pro forma per unit information of SXE set forth in the table below is calculated by multiplying the corresponding unauditedpro forma combined per unit information by the Exchange Ratio.

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General

You should read the information set forth below in conjunction with the selected historical financial information of AMID and SXE included elsewherein this proxy statement/prospectus and the historical financial statements and related notes of AMID and SXE that are incorporated into this proxystatement/prospectus by reference. See “— SelectedHistoricalFinancialInformationofAMID,” “— SelectedHistoricalFinancialInformationofSXE” and“ WhereYouCanFindMoreInformation.”

Nine Months Ended

September 30,2017

For the Year ended

December 31,2016

(per unit

data) (per unit

data) Historical—SXE

Basic earnings per common unit from continuing operations $ (0.63) $ (1.48) Diluted earnings per common unit from continuing operations $ (0.63) $ (1.48) Distributions per unit declared for the period $ — $ — Book value per unit—common $ 10.63 $ 11.62

Historical—AMID Basic earnings per common unit from continuing operations $ (1.35) $ (1.51) Diluted earnings per common unit from continuing operations $ (1.35) $ (1.51) Distributions per unit declared for the period $ 1.24 $ 3.01(1) Book value per unit—common $ 8.17 $ 11.07

Unaudited Pro Forma Combined per Unit—AMID Basic earnings per common unit from continuing operations $ (1.48) $ 6.27 Diluted earnings per common unit from continuing operations $ (1.48) $ 4.71 Distributions per unit declared for the period $ 1.24 $ 3.01(1) Book value per unit—common $ 8.67

Unaudited Equivalent Pro Forma per Unit—SXE Basic earnings per common unit from continuing operations $ (0.24) $ 1.00 Diluted earnings per common unit from continuing operations $ (0.24) $ 0.75 Distributions per unit declared for the period $ 0.20 $ 0.48 Book value per unit—common $ 1.39

(1) Distribution declared and paid during the year ended December 31, 2016.

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EquivalentandComparativePerUnitInformationandDistributions

The table below sets forth, for the calendar quarters indicated, the high and low sales prices per unit, as well as the distribution paid per unit, of AMIDCommon Units, which trade on the NYSE under the symbol “AMID,” and SXE Common Units, which trade on the NYSE under the symbol “SXE.” Unaudited Comparative per Unit Information

SXE Common

Units AMID

Common Units High Low Distribution High Low Distribution (in dollars per unit) 2016 First Quarter 3.73 0.38 — 8.49 4.03 0.4125 Second Quarter 3.65 1.02 — 14.00 6.18 0.4125 Third Quarter 2.10 1.32 — 15.19 10.39 0.4125 Fourth Quarter 1.65 1.10 — 18.30 13.06 0.4125

2017 First Quarter 3.70 1.20 — 18.45 14.20 0.4125 Second Quarter 4.74 2.50 — 15.25 11.10 0.4125 Third Quarter 3.19 2.02 — 15.00 12.35 0.4125 Fourth Quarter 2.45 1.50 14.75 11.65 0.4125

2018 First Quarter (through February 9, 2018) 2.20 1.69 15.25 11.65

The table below sets forth per unit closing prices of AMID Common Units and SXE Common Units on (i) October 31, 2017, the last trading day beforethe public announcement of the Merger, and (ii) on [ ], 2018, the most recent practicable trading day before the date of this proxy statement/prospectus. Thetable also sets forth the equivalent market value per Non-Affiliated SXE Common Unit on such dates. The equivalent market value per Non-Affiliated SXECommon Unit has been determined by multiplying the closing prices of AMID Common Units on those dates by the exchange ratio of 0.160 of an AMIDCommon Unit per SXE Common Unit.

SXECommon

Units

AMIDCommon

Units

EquivalentMarket

Value perNon-

AffiliatedSXE

CommonUnit

October 31, 2017 $2.10 $13.55 $2.17[ ], 2018 [ ] [ ] [ ]

Although the Exchange Ratio is fixed, the market prices of AMID Common Units and SXE Common Units will fluctuate prior to the consummation ofthe Merger and the market value of the AMID Common Unit Merger consideration ultimately received by SXE Unitholders will depend on the closing priceof AMID Common Units on the day the Merger is consummated. Thus, SXE Unitholders will not know the exact market value of the Merger considerationuntil the closing of the Merger.

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RISK FACTORS

In addition to the other information included or incorporated by reference in this proxy statement/prospectus, including the matters addressed under thesection entitled “ SpecialNoteConcerningForward-LookingStatements,” you should carefully consider the following risks before deciding whether to vote forapproval of the Merger Agreement. You should read and consider the risks associated with each of the businesses of AMID and SXE because these risks will relateto the combined company. Certain of these risks can be found in AMID’s annual report on Form 10-K for the fiscal year ended December 31, 2016, in AMID’ssubsequent quarterly reports on Form 10-Q and in other filings it makes with the SEC, each of which is incorporated by reference into this proxystatement/prospectus, and in SXE’s annual report on Form 10-K for the fiscal year ended December 31, 2016, in SXE’s subsequent quarterly reports on Form 10-Qand in other filings it makes with the SEC, each of which is incorporated by reference into this proxy statement/prospectus. You should also consider the otherinformation in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See the section entitled “WhereYouCanFindMoreInformation.”

Risks Relating to the Merger

BecausethemarketpriceofAMIDCommonUnitswillfluctuatepriortotheconsummationoftheMerger,SXEUnitholderscannotbesureofthemarketvalueoftheAMIDCommonUnitstheywillreceiveasunitconsiderationrelativetothevalueofSXECommonUnitstheyexchange.

The market value of the unit consideration that SXE Unitholders will receive in the Merger will depend on the trading price of AMID Common Units at theclosing of the Merger. The Exchange Ratio that determines the number of AMID Common Units that SXE Unitholders will receive as unit consideration in theMerger is fixed. This means that there is no mechanism contained in the Merger Agreement that would adjust the number of AMID Common Units that SXEUnitholders will receive based on any decreases in the trading price of AMID Common Units. Unit price changes may result from a variety of factors (many ofwhich are beyond AMID’s or SXE’s control), including:

• changes in AMID’s business, operations and prospects;

• changes in market assessments of AMID’s business, operations and prospects;

• interest rates, general market, industry and economic conditions, and other factors generally affecting the price of AMID Common Units; and

• federal, state and local legislation, governmental regulation, and legal developments in the businesses in which AMID operates.

Because the Merger will be completed after the Special Meeting, at the time of the meeting you will not know the exact market value of the AMID CommonUnits that the SXE Unitholders will receive upon completion of the Merger. If the price of AMID Common Units at the closing of the Merger is less than the priceof AMID Common Units on the date that the Merger Agreement was signed, then the market value of the unit consideration received by SXE Unitholders will beless than contemplated at the time the Merger Agreement was signed.

AMIDandSXEmaybeunabletoobtaintheregulatoryclearancesrequiredtocompletetheMergeror,inordertodoso,AMIDandSXEmayberequiredtocomplywithmaterialrestrictionsorsatisfymaterialconditions.

AMID and SXE received early termination of the applicable waiting period under the HSR Act on December 8, 2017. The Merger may still be reviewedunder antitrust statutes of other governmental authorities, including by state regulatory authorities such as the MPSC. The closing of the Merger is subject to thecondition that there is no law, injunction, judgment or ruling by a governmental authority in effect enjoining, restraining,

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preventing or prohibiting the Merger. AMID and SXE can provide no assurance that all required regulatory clearances will be obtained. If a governmental authorityasserts objections to the Merger, AMID or SXE may be required to divest assets in order to obtain antitrust clearance. There can be no assurance as to the cost,scope or impact of the actions that may be required to obtain antitrust or other regulatory approval. If AMID or SXE takes such actions, it could be detrimental to itor to the combined organization following the consummation of the Merger. Furthermore, these actions could have the effect of delaying or preventing completionof the Merger or imposing additional costs on or limiting the revenues or cash available for distribution of the combined organization following the consummationof the Merger. See “ TheMergerAgreement—RegulatoryMatters.”

State attorneys general could seek to block or challenge the Merger as they deem necessary or desirable in the public interest at any time, including aftercompletion of the transaction. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging or seeking to enjointhe Merger, before or after it is completed. AMID may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.

The MPSC requires that when a company proposes a change of control of a certificate of public convenience and necessity (“CPCN”), the company mustobtain an order from the MPSC approving the sale and transfer of the CPCN. Southcross Mississippi Industrial Gas Sales, L.P. (“Southcross Mississippi), anindirect subsidiary of SXE, has a CPCN that, subject to the approval of the MPSC, will be transferred in connection with the Transaction. The MPSC could decidenot to issue an order authorizing the transfer of the CPCN. Moreover, there is no guarantee that, if granted, such order will be granted in a timely manner or will befree from potentially burdensome conditions.

SXEissubjecttoprovisionsthatlimititsabilitytopursuealternativestotheMerger,whichcoulddiscourageapotentialcompetingacquirerofSXEfrommakingafavorablealternativetransactionproposaland,inspecifiedcircumstancesundertheMergerAgreement,wouldrequireSXEtoreimburseAMID’sout-of-pocketexpenses,incertaincircumstancesupto$500,000,andpayaterminationfeetoAMIDof$2million.

Under the Merger Agreement, SXE is restricted from entering into alternative transactions. Unless and until the Merger Agreement is terminated, subject tospecified exceptions (which are discussed in more detail in “ TheMergerAgreement—NoSolicitationbySXEofAlternativeProposals”), SXE is restricted fromsoliciting, initiating, knowingly facilitating, knowingly encouraging or knowingly inducing or taking any other action intended to lead to any inquiries or anyproposals for a competing proposal with any person. In addition, SXE may not grant approval to any person to acquire 20% or more of any class of its outstandingunits without such person losing the ability to vote on any matter under the SXE Partnership Agreement. Under the Merger Agreement, in the event of a potentialchange by the SXE GP Board of its recommendation with respect to the Merger in light of a designated proposal, SXE must provide AMID with five days’ noticeto allow AMID to propose an adjustment to the terms and conditions of the Merger Agreement. These provisions could discourage a third party that may have aninterest in acquiring all or a significant part of SXE from considering or proposing that acquisition, even if such third party were prepared to pay consideration witha higher per unit market value than the merger consideration, or might result in a potential competing acquirer of SXE proposing to pay a lower price than it wouldotherwise have proposed to pay because of the added expense of the termination fee that may become payable in specified circumstances.

Under the terms of the Transaction Agreements, in certain circumstances AMID may consummate the Contribution without consummating the Merger,which may discourage a third party that may have an interest in acquiring all or a significant part of SXE from considering or proposing that acquisition.

If the Merger Agreement is terminated under specified circumstances, including if the SXE Unitholder approval is not obtained, then SXE will be required topay all of the reasonable documented out-of-pocket expenses incurred by AMID in connection with the Merger Agreement and the transactions contemplatedthereby up to a maximum amount of $500,000. In addition, if the Merger Agreement is terminated due to an adverse

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recommendation change by the SXE GP Board having occurred, SXE may be required to pay AMID a termination fee of $2 million, less any expenses previouslypaid by SXE. SXE will also be required to pay AMID a termination fee in the event that SXE enters into an agreement with respect to an alternative proposalwithin 12 months after the date that the Merger Agreement is terminated for certain reasons if such alternative proposal was publicly proposed prior to the SpecialMeeting or prior to the termination of the Merger Agreement in the event that the Special Meeting never occurred. See “ TheMergerAgreement—Expenses” and“— TerminationFee.” For a discussion of the restrictions on soliciting or entering into an alternative transaction and the ability of the SXE GP Board to change itsrecommendation, see “ TheMergerAgreement—NoSolicitationbySXEofAlternativeProposals” and “— ChangeinSXEGPBoardRecommendation.”

AMIDorSXEmayhavedifficultyattracting,motivatingandretainingexecutivesandotheremployeesinlightoftheMerger.

Uncertainty about the effect of the Merger on AMID or SXE employees may have an adverse effect on the combined organization. This uncertainty mayimpair these companies’ ability to attract, retain and motivate personnel until the Merger is completed. Employee retention may be particularly challenging duringthe pendency of the Merger, as employees may feel uncertain about their future roles with the combined organization. In addition, SXE may have to provideadditional compensation in order to retain employees. If employees of SXE depart because of issues relating to the uncertainty and difficulty of integration or adesire not to become employees of the combined organization, the combined organization’s ability to realize the anticipated benefits of the Merger could bereduced.

AMIDandSXEaresubjecttobusinessuncertaintiesandcontractualrestrictionswhiletheMergerispending,whichcouldadverselyaffecteachparty’sbusinessandoperations.

In connection with the pending Merger, it is possible that some customers, suppliers and other persons with whom AMID or SXE have business relationshipsmay delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationship with AMID or SXE as a result of theMerger, which could negatively affect AMID’s and SXE’s respective revenues, earnings and cash available for distribution, as well as the market price of AMIDCommon Units and SXE Common Units, regardless of whether the Merger is completed.

Under the terms of the Merger Agreement, each of AMID and SXE is subject to certain restrictions on the conduct of its business prior to completing theMerger, which may adversely affect its ability to execute certain of its business strategies. Such limitations could negatively affect each party’s businesses andoperations prior to the completion of the Merger. For a discussion of these restrictions, see “ TheMergerAgreement—ConductofBusinessPendingtheConsummationoftheMerger.”

Furthermore, the process of planning to integrate two businesses and organizations for the post-merger period can divert management attention and resourcesand could ultimately have an adverse effect on each party.

However, each of AMID and SXE are permitted to engage in certain activities and transactions prior to completion of the Merger, such as certain financings,incurrence of indebtedness, issuances of equity, sales of assets and acquisitions. Any of these transactions could affect the current and future financial and operatingresults of each company and the combined company.

TheMergerissubjecttoconditions,includingcertainconditionsthatmaynotbesatisfiedonatimelybasis,ifatall.FailuretocompletetheMerger,orsignificantdelaysincompletingtheMerger,couldnegativelyaffectthetradingpricesofAMIDCommonUnitsandSXECommonUnitsandthefuturebusinessandfinancialresultsofAMIDandSXE.

The completion of the Merger is subject to a number of conditions. The completion of the Merger is not assured and is subject to risks, including the risk thatapproval of the Merger by SXE Unitholders or by

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governmental agencies is not obtained or that other closing conditions are not satisfied. If the Merger is not completed, or if there are significant delays incompleting the Merger, the trading prices of AMID Common Units and SXE Common Units and the respective future business and financial results of AMID andSXE could be negatively affected, and each of them will be subject to several risks, including the following:

• the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement;

• negative reactions from the financial markets, including declines in the price of AMID Common Units or SXE Common Units due to the fact thatcurrent prices may reflect a market assumption that the Merger will be completed; and

• the attention of management of AMID and SXE will have been diverted to the Merger rather than each organization’s own operations and pursuit ofother opportunities that could have been beneficial to that organization.

TheMergerwillnotoccuriftheconditionstoclosingtheContributionundertheContributionAgreement,includingAMIDrefinancingSXE’sindebtedness,arenotsatisfiedandtheclosingoftheContributiondoesnotoccuroriftheContributionAgreementisotherwiseterminated.

It is a condition to the closing of the Merger under the terms of the Merger Agreement that the Contribution will have closed in accordance with theContribution Agreement. Additionally, the Merger Agreement will terminate automatically, and the Merger will not occur, if the Contribution Agreement isterminated. The completion of the Contribution is subject to a number of conditions, is not assured and is subject to risks, including the risk that approval bygovernmental agencies is not obtained or that other closing conditions are not satisfied. Additionally, Southcross Holdings may not be able to force AMID tocomplete the Contribution if AMID has not obtained sufficient financing to make the cash payments required to be made at the closing of the Contribution,including for the refinancing of SXE’s indebtedness, in which case AMID may be required under certain circumstances to pay a reverse termination fee of$17 million to Southcross Holdings. AMID does not have in place committed financing sufficient to make the payments at the closing of the Contribution, andthere can be no assurances that AMID will be able to obtain such financing on acceptable terms or at all. Any such failure to obtain financing would likely result inthe termination of the Contribution Agreement and Merger Agreement and the failure to complete the Merger.

Theproformafinancialstatementsincludedinthisproxystatement/prospectusarebasedonvariousassumptionsthatmaynotprovetobecorrect,andtheyarepresentedforillustrativepurposesonlyandmaynotbeanindicationofthecombinedcompany’sfinancialconditionorresultsofoperationsfollowingtheMerger.

The pro forma financial statements contained in this proxy statement/prospectus are based on various adjustments, assumptions and preliminary estimatesand may not be an indication of the combined company’s financial condition or results of operations following the Merger for several reasons. See “ Summary—SelectedUnauditedProFormaCondensedConsolidatedFinancialInformation.” The actual financial condition and results of operations of the combinedcompany following the Merger may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing thepro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operationsfollowing the Merger. For instance, the cost of AMID’s financing may be greater than that assumed in the pro formas and may be funded with sources other thandebt securities. Any potential decline in the combined company’s financial condition or results of operations may cause significant variations in the price of AMIDCommon Units.

SXE’sandAMID’sfinancialestimatesarebasedonvariousassumptionsthatmaynotberealized.

The financial estimates set forth in the forecasts included under “ TheMerger—CertainUnauditedFinancialProjectionsofSXEandAMID” were based onassumptions of, and information available to, SXE’s management

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and AMID’s management when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond SXE’s and AMID’s controland may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “ RiskFactors” section and the events orcircumstances described under “ SpecialNoteConcerningForward-LookingStatements,” will be important in determining SXE’s, AMID’s and the combinedcompany’s future results. As a result of these contingencies, actual future results may vary materially from SXE’s and AMID’s financial estimates. In view of theseuncertainties, the inclusion of SXE’s and AMID’s financial estimates in this proxy statement/prospectus is not and should not be viewed as a representation that theforecasted results will necessarily reflect actual future results.

SXE’s and AMID’s financial estimates were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a viewtoward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which itis made, and neither SXE nor AMID undertakes any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events orcircumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The financial estimates of SXE and AMID included in this proxy statement/prospectus have been prepared by, and are the responsibility of, SXE and AMID.Moreover, neither SXE’s nor AMID’s respective independent registered public accounting firms, nor any other independent accountants, have audited, reviewed,examined, compiled, or applied agreed-upon procedures with respect to SXE’s or AMID’s prospective financial information contained herein, nor have theyexpressed any opinion or any other form of assurance on such information or achievability thereof, and, accordingly, such independent registered public accountingfirm assumes no responsibility for, and disclaims any association with, SXE’s and AMID’s prospective financial information. The reports of such independentregistered public accounting firm incorporated by reference herein relate exclusively to the historical financial information of the entities named in those reportsand do not cover any other information in this proxy statement/prospectus and should not be read to do so. See “ TheMerger—CertainUnauditedFinancialProjectionsofSXEandAMID” for more information.

ThenumberofoutstandingAMIDCommonUnitswillincreaseasaresultoftheTransaction,whichcouldmakeitmoredifficultforAMIDtopaythecurrentlevelofquarterlydistributions.

As of January 31, 2018, there were approximately 52.7 million AMID Common Units outstanding. AMID estimates that it will issue approximately 3.5million AMID Common Units in connection with the Merger and 13.6 million AMID Common Units in connection with the Contribution. Accordingly, theaggregate dollar amount required to pay the current per unit quarterly distribution on all AMID Common Units will increase, which could increase the likelihoodthat AMID will not have sufficient funds to pay the current level of quarterly distributions to all AMID Common Unitholders. Using a $0.4125 per AMID CommonUnit distribution (the distribution AMID had declared with respect to the third fiscal quarter of 2017 paid on November 14, 2017 to holders of record as ofNovember 6, 2017) the aggregate cash distribution paid to AMID Common Unitholders totaled approximately $21.6 million, including a distribution to AMID GPin respect of its general partner interest. The combined pro forma AMID distribution with respect to the third fiscal quarter of 2017, had the Merger been completedprior to such distribution, would have resulted in $0.4125 per unit being distributed on approximately 69.8 million AMID Common Units, or a total ofapproximately $29.1 million including a distribution of $0.3 million to AMID GP in respect of its general partner interest. As a result, AMID would have beenrequired to distribute an additional $7.5 million in order to maintain the distribution level of $0.4125 per AMID Common Unit payable with respect to the thirdfiscal quarter of 2017.

AsubstantialnumberofAMIDCommonUnitsandothersecuritiesconvertibleinto,orexercisablefor,AMIDCommonUnits,willbeissuedinconnectionwiththeTransaction,whichwilldilutetheownershipinterestsofexistingunitholders,ormayotherwisereducethevalueofAMIDCommonUnits.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each SXE Common Unit issued and outstanding as ofimmediately prior to the Effective Time will be converted into

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the right to receive 0.160 of an AMID Common Unit. In addition, upon the terms and subject to the conditions set forth in the Contribution Agreement, SouthcrossHoldings will receive AMID Common Units, series E preferred units, which will be convertible into AMID Common Units, and the Options, which will beexercisable into AMID Common Units. The issuance of AMID Common Units in the Transaction and the issuance of AMID Common Units upon conversion ofthe series E preferred units or the exercise of the Options issued in the Contribution will dilute the ownership interests of existing unitholders.

While Southcross Holdings has agreed not to sell any AMID Common Units, or any other securities convertible into, or exercisable for, AMID CommonUnits, for a specified period set forth in the Contribution Agreement, any sales, or expectation of sales, in the public market of AMID Common Units, includingthose issuable upon the conversion of the series E preferred units or the exercise of the Options, after the expiration of such period could adversely affect prevailingmarket prices of AMID Common Units.

NorulinghasbeenobtainedwithrespecttotheU.S.federalincometaxconsequencesoftheMerger.

No ruling has been or will be requested from the IRS with respect to the U.S. federal income tax consequences of the Merger. Instead, AMID and SXE arerelying on the opinions of their respective counsel as to the U.S. federal income tax consequences of the Merger, and such counsel’s conclusions may not besustained if challenged by the IRS. See “ MaterialU.S.FederalIncomeTaxConsequencesoftheMerger.”

TheexpectedU.S.federalincometaxconsequencesoftheMergeraredependentuponAMIDbeingtreatedasapartnershipforU.S.federalincometaxpurposes.

The treatment of the Merger as nontaxable to SXE Unitholders holding SXE Common Units, SXE Subordinated Units or SXE Class B Convertible Units isdependent upon AMID being treated as a partnership for U.S. federal income tax purposes. If AMID were treated as a corporation for U.S. federal income taxpurposes, the tax consequences of the Merger would be materially different and the Merger would likely be a fully taxable transaction to holders of SXE CommonUnits, SXE Subordinated Units or SXE Class B Convertible Units.

HoldersofSXECommonUnitsandSXESubordinatedUnitscouldrecognizetaxableincomeorgainforU.S.federalincometaxpurposes,incertaincircumstances,asaresultoftheMerger.

For U.S. federal income tax purposes, the Merger will be treated as a “merger” of AMID and SXE within the meaning of Treasury Regulations promulgatedunder Code Section 708, with AMID being treated as the continuing partnership and SXE being treated as the terminated partnership. As a result, the following isdeemed to occur for U.S. federal income tax purposes: (1) SXE will be deemed to contribute its assets to AMID for (i) the issuance to SXE of AMID CommonUnits and (ii) the assumption of SXE’s liabilities, and (2) SXE will be deemed to liquidate, distributing AMID Common Units to the holders of SXE CommonUnits, SXE Subordinated Units and SXE Class B Convertible Units (other than SXE Common Units, SXE Subordinated Units, SXE Class B Convertible Units orother equity interests in SXE held by Southcross Holdings or an affiliate, subsidiary or partner thereof or AMID or any of its affiliates) in exchange for such SXECommon Units, SXE Subordinated Units and SXE Class B Convertible Units . If the Merger were characterized, in part, as a “disguised sale” of property, ratherthan as a non-taxable contribution of property by SXE to AMID in exchange for AMID Common Units, such disguised sale could result in substantial additionalamounts of taxable gain being allocated to the SXE Unitholders. In addition, as a result of the Merger, the holders of SXE Common Units, SXE Subordinated Unitsor SXE Class B Convertible Units who receive AMID Common Units will become limited partners of AMID and will be allocated a share of AMID’s nonrecourseliabilities. Each holder of SXE Common Units, SXE Subordinated Units or SXE Class B Convertible Units will be treated as receiving a deemed cash distributionequal to the net reduction in the amount of nonrecourse liabilities allocated to such SXE Unitholder (as adjusted to take into account any nonrecourse liabilitiesincluded in the Section 707 Consideration (as defined below)). If the amount of such deemed cash distribution received by a holder of SXE Common Units, SXESubordinated Units or SXE Class B Convertible Units exceeds such SXE Unitholder’s basis in AMID

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Common Units immediately after the Merger, after reduction to account for any basis allocable to the portion of such unitholder’s SXE Common Units, SXESubordinated Units or SXE Class B Convertible Units deemed sold as a result of the receipt of “disguised sale” consideration, such SXE Unitholder will recognizegain in an amount equal to such excess. The amount and effect of any gain that may be recognized by holders of SXE Common Units, SXE Subordinated Units orSXE Class B Convertible Units will depend on such unitholder’s particular situation, including the ability of such unitholder to utilize any suspended passivelosses. Moreover, as a result of the transactions to be consummated pursuant to the Contribution Agreement, Southcross Holdings will contribute substantially allof its business assets to AMID, in addition to its indirect equity interest in SXE, in exchange for AMID Common Units, series E preferred units and otherconsideration. If the IRS concludes that the value received in exchange for Southcross Holdings’ SXE units is disproportionate to the value received by holders ofRelevant SXE Units (as defined below) on a per unit basis, the holders of Relevant SXE Units could be deemed for U.S. federal income tax purposes to havereceived an amount of consideration in the Merger disproportionate to their pro rata share of SXE and its assets prior to the Merger with any amount in excess ofsuch pro rata share treated as a taxable transfer to such SXE Unitholders includable in gross income. For additional information, please read “ MaterialU.S.FederalIncomeTaxConsequencesoftheMerger—TaxConsequencesoftheMergertoHoldersofRelevantSXEUnits” and “ RiskFactors—RisksRelatingtotheMerger.”

LitigationfiledagainstSXE,theSXEGPBoardandAMIDcouldpreventordelaytheconsummationoftheMergerorresultinthepaymentofdamagesfollowingcompletionoftheMerger.

In connection with the Transaction, purported unitholders of SXE have filed putative unitholder class action lawsuits against SXE, the SXE GP Board andAMID, among others. Among other remedies, the plaintiffs seek to enjoin the transactions contemplated by the Merger Agreement, including the Merger. Theoutcome of any such litigation is uncertain. If a dismissal is not granted or a settlement is not reached, these lawsuits could prevent or delay completion of theMerger and result in substantial costs to SXE, AMID or the combined partnership following the Merger. Additional lawsuits with similar allegations may be filedin connection with the Merger. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affectthe combined partnership’s business, financial condition, results of operations and cash flows. See “ TheMerger—LitigationRelatingtotheMerger” for moreinformation about the lawsuits that have been filed related to the Merger.

Risk Factors Relating to the Combined Company Following the Merger

AMIDandSXEwillincursubstantialtransaction-relatedcostsinconnectionwiththeTransaction.

AMID and SXE expect to incur a number of non-recurring transaction-related costs associated with completing the Transaction, combining the operations ofthe acquired organizations and achieving desired synergies. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to,fees paid to financial, legal and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of thebusinesses of AMID, SXE and the other businesses acquired from Southcross Holdings. There can be no assurance that the elimination of certain duplicative costs,as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time.

FailuretosuccessfullycombinethebusinessesofAMID,SXEandtheotherbusinessesacquiredfromSouthcrossHoldingsintheexpectedtimeframemayadverselyaffectthefutureresultsofthecombinedorganization,and,consequently,thevalueoftheAMIDCommonUnitsthatSXEUnitholdersreceiveaspartoftheMergerconsideration.

The success of the Merger will depend, in part, on the ability of AMID to realize the anticipated benefits and synergies from combining the businesses ofAMID, SXE and the other businesses acquired from Southcross Holdings. To realize these anticipated benefits, the businesses must be successfully combined. Ifthe combined

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organization is not able to achieve these objectives, or is not able to achieve these objectives on a timely basis, the anticipated benefits of the Merger may not berealized fully or at all. In addition, the actual integration may result in additional and unforeseen expenses, which could reduce the anticipated benefits of theMerger. These integration difficulties could result in declines in the market value of AMID Common Units and, consequently, result in declines in the market valueof the AMID Common Units that SXE Unitholders receive as part of the Merger consideration.

AdowngradeinAMID’screditratingscouldimpactitsaccesstocapitalandcostsofdoingbusiness,andmaintainingcreditratingsisunderthecontrolofindependentthirdparties.

Rating agencies may reevaluate AMID’s ratings, and any additional actual or anticipated downgrades in such credit ratings could limit its ability to accesscredit and capital markets, including to finance the Transaction, or to restructure or refinance its indebtedness. On November 1, 2017, S&P and Moody’s bothannounced that AMID’s credit ratings were on negative watch. As a result of any such downgrades, future financings or refinancings, including to finance theTransaction, may result in higher borrowing costs and require more restrictive terms and covenants, including obligations to post collateral with third parties, whichmay further restrict its operations and negatively impact liquidity.

Credit rating agencies perform independent analysis when assigning credit ratings. The analysis includes a number of criteria including, but not limited to,business composition, market and operational risks, as well as various financial tests. Credit rating agencies continue to review the criteria for industry sectors andvarious debt ratings and may make changes to those criteria from time to time. Credit ratings are not recommendations to buy, sell or hold investments in the ratedentity. Ratings are subject to revision or withdrawal at any time by the rating agencies, and AMID cannot assure you that it will maintain its current credit ratings.

Risks Relating to SXE

TheAffiliatedUnitholdersofSXEhavecertainintereststhataredifferentfromthoseofholdersofNon-AffiliatedSXECommonUnitsgenerally.

Southcross Holdings, which, through the Affiliated Unitholders, controls SXE’s general partner, is party to the Contribution Agreement and, subject to theterms and conditions thereunder, Southcross Holdings will receive certain consideration at the closing of the Contribution. As a result, the Affiliated Unitholdersmay have certain interests in the Merger that may be different from, or be in addition to, your interests as a unitholder of SXE.

DirectorsandexecutiveofficersofSXEGPmayhavecertainintereststhataredifferentfromthoseofSXEUnitholdersgenerally.

Directors and executive officers of SXE GP are participants in other arrangements that may give them interests in the Merger that may be different from, orbe in addition to, your interests as a unitholder of SXE. You should consider these interests in voting on the Merger. These different interests are described under “TheMerger—InterestsofDirectorsandExecutiveOfficersofSXEGPintheTransaction.”

IftheMergerisapprovedbySXEUnitholders,thedatethatSXEUnitholderswillreceivetheMergerconsiderationisuncertain.

As described in this proxy statement/prospectus, completing the Merger is subject to several conditions, not all of which are controllable or waiveable byAMID or SXE. Accordingly, if the Merger is approved by SXE Unitholders, the date that SXE Unitholders will receive the Merger consideration depends on thecompletion date of the Merger, which is uncertain.

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SXEUnitholderswillhaveareducedownershipaftertheMerger.

When the Merger occurs, each SXE Unitholder that receives AMID Common Units will become a unitholder of AMID with a percentage ownership of thecombined organization that is much smaller than such unitholder’s percentage ownership of SXE. In addition, AMID Common Unitholders have only limitedvoting rights on matters affecting AMID’s business and, therefore, limited ability to influence management’s decisions regarding AMID’s business.

AMIDCommonUnitstobereceivedbySXEUnitholdersasaresultoftheMergerhavedifferentrightsfromSXECommonUnits.

Following completion of the Merger, SXE Unitholders will no longer hold SXE Common Units, but will instead be unitholders of AMID. There areimportant differences between the rights of SXE Unitholders and the rights of AMID Unitholders. See “ ComparisonofUnitholderRights” for a discussion of thedifferent rights associated with AMID Common Units and SXE Common Units.

Risks Relating to the Ownership of AMID Common Units

In addition to the risks described above, AMID is, and will continue to be, subject to the risks described in AMID’s Annual Report on Form 10-K for thefiscal year ended December 31, 2016, as updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed withthe SEC and incorporated by reference into this proxy statement/prospectus. See “ WhereYouCanFindMoreInformation” for the location of informationincorporated by reference in this proxy statement/prospectus.

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SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This document and the documents incorporated herein by reference contain forward-looking statements. Statements identified by words such as “expects,”“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” “forecast,” “creates,” “may” or words of similar meaning generally areintended to identify forward-looking statements. These statements are based upon the current beliefs and expectations of AMID’s and SXE’s management and areinherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond their respective control. These forward-looking statements are subject to a number of factors, assumptions, risks and uncertainties which could cause AMID’s, SXE’s or the combined company’s actualresults and experience to differ from the anticipated results and expectations expressed in such forward-looking statements, and such differences may be material.In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Thesefactors, assumptions, risks and uncertainties include, but are not limited to:

• failure by SXE’s Unitholders to approve the Merger Agreement and the Merger, on the expected timeframe or at all;

• failure, difficulties and delays in satisfying conditions to the closing of the Merger Agreement on the expected timeframe or at all;

• unexpected costs, liabilities or delays of the Merger;

• failure to obtain governmental approvals of the Merger on the proposed terms or expected timeframe;

• potential modification of the terms of the Merger Agreement to satisfy such approvals or conditions;

• failure to integrate the businesses of AMID and SXE successfully or a more difficult, time-consuming or costly integration process than expected;

• failure or delays in fully realizing the expected growth opportunities, cost savings or other benefits from the Merger;

• lower revenues than expected following the transaction as a result of customer loss or other reasons;

• greater than expected operating costs, customer loss and business disruption following the Merger, including difficulties in maintaining relationshipswith employees;

• failure by AMID to obtain financing required to complete the Merger or to obtain financing on terms other than those currently anticipated;

• reputational risks and the reaction of the companies’ customers to the Merger;

• diversion of management time on Merger-related issues;

• customer acceptance of the combined company’s products and services;

• the outcome of any legal proceeding relating to the Merger;

• the availability of, or ability to consummate, acquisition or combination opportunities;

• any changes in the strategy of AMID, SXE or the anticipated strategy of the combined company;

• the occurrence of a natural disaster, catastrophe, terrorist attack or other event, including attacks on electronic and computer systems;

• tightened capital markets or other factors that increase cost of capital or limit access to capital;

• the level of creditworthiness of, and performance by, the customers and counterparties of AMID and SXE;

• the use of derivative financial instruments to hedge commodity and interest rate risks;

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• industry changes including the impact of consolidations and changes in competition among natural gas midstream companies;

• changes in governmental regulation or enforcement practices with respect to the midstream sector of the natural gas industry, especially with respect toenvironmental, health and safety matters;

• dispositions of assets currently owned by AMID or SXE following completion of the Merger, which assets may have been material to AMID or SXEor the combined company;

• transactions by AMID or SXE prior to completion of the Merger, including certain financings, issuance of equity, sales of assets or acquisitions;

• liabilities or events that are not covered by an indemnity, insurance or existing reserves;

• changes in regional, national and worldwide prices of crude oil, refined products, natural gas and NGLs;

• fluctuations in consumer demand for refined products, natural gas and NGLs, including seasonal fluctuations;

• risks and uncertainties relating to general domestic and international economic (including inflation, interest rates and financial and credit markets) andpolitical conditions; and

• any distribution increase by AMID or SXE.

Additional factors that could cause AMID’s and SXE’s results to differ materially from those described in the forward-looking statements can be found inAMID and SXE’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC andavailable at the SEC’s website (www.sec.gov). All subsequent written and oral forward-looking statements concerning AMID, SXE, or the Merger, or other mattersthat are attributable to AMID, SXE or any person acting on behalf of either organization, are expressly qualified in their entirety by the cautionary statementsabove. In view of these uncertainties, AMID and SXE caution that investors should not place undue reliance on any forward-looking statements. Further, anyforward-looking statement speaks only as of the date on which it is made, and, except as required by law, AMID and SXE do not undertake any obligation toupdate any forward-looking statements, whether written or oral, to reflect circumstances or events that occur after the date the forward-looking statements aremade.

PARTIES TO THE MERGER


Houston, TX 77042(346) 241-3400

AMID is a growth-oriented Delaware limited partnership that was formed in August 2009 to own, operate, develop and acquire a diversified portfolio ofmidstream energy assets. AMID provides critical midstream infrastructure that links producers of natural gas, crude oil, NGLs, condensate and specialty chemicalsto numerous intermediate and end-use markets. Through the following five financial reporting segments, (i) Gas Gathering and Processing Services, (ii) LiquidPipelines and Services, (iii) Natural Gas Transportation Services, (iv) Offshore Pipelines and Services and (v) Terminalling Services, AMID engages in thebusiness of gathering, treating, processing, and transporting natural gas; gathering, transporting, storing, treating and fractionating NGLs; gathering, storing andtransporting crude oil and condensates; storing specialty chemical products and selling refined products. As of September 1, 2017, as a result of the disposition ofAMID’s propane business, AMID has eliminated its Propane Marketing Services segment.

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AMID’s primary assets are strategically located in some of the most prolific onshore and offshore producing regions and key demand markets in the UnitedStates. Its gathering and processing assets are primarily located in (i) the Permian Basin of West Texas, (ii) the Cotton Valley/Haynesville Shale of East Texas, (iii)the Eagle Ford Shale of South Texas and (iv) offshore in the deep water Gulf of Mexico. Its liquid pipelines, natural gas transportation and offshore pipelines andterminal assets are located in prolific producing regions and key demand markets in Alabama, Louisiana, Mississippi, North Dakota, Texas, Tennessee and in thePort of New Orleans in Louisiana and the Port of Brunswick in Georgia. Additionally, AMID operates a fleet of NGL gathering and transportation trucks in theEagle Ford Shale and the Permian Basin.

AMID owns or has ownership interests in more than 5,100 miles of onshore and offshore natural gas, crude oil, NGL and saltwater pipelines across 17gathering systems, seven interstate pipelines and nine intrastate pipelines; eight natural gas processing plants; four fractionation facilities; an offshore semi-submersible floating production system with nameplate processing capacity of 100 MBbl/d of crude oil and 240 MMcf/d of natural gas; six terminal sites withapproximately 6.7 MMBbls of above-ground aggregate storage capacity; and 75 crude oil transportation trucks and a fleet of 95 trailers.

American Midstream GP, LLC2103 CityWest Blvd., Bldg. 4, Suite 800

Houston, TX 77042(346) 241-3400

AMID GP is the general partner of AMID. Its board of directors and executive officers manage AMID. AMID GP is 77% owned by HPIP and 23% ownedby AMID GP Holdings. Through HPIP, ArcLight Capital controls AMID GP. AMID holds assets through a number of subsidiaries.

Cherokee Merger Sub LLCc/o American Midstream Partners, LP

2103 CityWest Blvd., Bldg. 4, Suite 800Houston, TX 77042

(346) 241-3400

AMID Merger Sub, LLC, a wholly owned subsidiary of AMID, was formed solely for the purpose of facilitating the Merger. AMID Merger Sub has notcarried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplatedby the Merger Agreement. By operation of the Merger, AMID Merger Sub will be merged with SXE, with SXE surviving the Merger as a wholly owned subsidiaryof AMID.


Dallas, TX 75201(214) 979-3700

SXE is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionationand transportation services. It also sources, purchases, transports and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabamaand include two gas processing plants, one fractionation plant, one treating facility and approximately 3,100 miles of gathering and transportation pipeline. TheSouth Texas assets are located in or near the Eagle Ford shale region.

Southcross Energy Partners GP, LLC1717 Main Street, Suite 5200

Dallas, Texas 75201(214) 979-3700

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SXE GP is the general partner of SXE. Its board of directors and executive officers manage SXE. Southcross Holdings indirectly owns 100% of and controlsSXE GP.

THE SXE SPECIAL UNITHOLDER MEETING

SXE is providing this proxy statement/prospectus to its unitholders in connection with the solicitation of proxies to be voted at the Special Meeting ofunitholders that SXE has called for, among other things, the purpose of holding a vote upon a proposal to approve the Merger Agreement and the transactionscontemplated thereby and at any adjournment or postponement thereof. This proxy statement/prospectus constitutes a proxy statement of SXE in connection withthe Special Meeting of SXE Unitholders and a prospectus for AMID in connection with the issuance by AMID of AMID Common Units in connection with theMerger.

Date, Time and Place of the Special Meeting

The Special Meeting is scheduled to be held at the time and place specified in the notice of meeting.

Matters to be Considered at the Special Meeting

At the Special Meeting, SXE Unitholders will be asked to consider and vote on the following proposals and consider the following matters:

• MergerProposal. To approve the Merger Agreement and the transactions contemplated thereby, including the Merger;

• AdvisoryCompensationProposal. To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to SXEGP’s named executive officers in connection with the Merger; and

• To transact such other business as may properly come before the Special Meeting, including any adjournment of the Special Meeting.

Recommendation of the SXE GP Board

The SXE Conflicts Committee of the SXE GP Board determined that the Merger Agreement and the Merger are in the best interests of SXE and itssubsidiaries, including the holders of the Non-Affiliated SXE Common Units, approved the Merger and the Merger Agreement and recommended that the SXE GPBoard approve the Merger and the Merger Agreement. Upon the receipt of such approval and recommendation of the SXE Conflicts Committee, the SXE GPBoard unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests ofSXE, approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and directed that the Merger and theMerger Agreement be submitted to a vote of the SXE Unitholders. The SXE GP Board recommends that SXE Unitholders vote “FOR” the Merger Proposal andthat holders of SXE Common Units vote “FOR” the Advisory Compensation Proposal.

In considering the recommendation of the SXE GP Board with respect to the Merger Agreement and the transactions contemplated thereby, you should beaware that some of SXE GP’s directors and executive officers may have interests that are different from, or in addition to, the interests of SXE Unitholders moregenerally. See “ TheMerger—InterestsofDirectorsandExecutiveOfficersofSXEGPintheTransaction.”

Who Can Vote at the Special Meeting

The record date for the Special Meeting is February 12, 2018. Only SXE Unitholders of record at the close of business on the record date will be entitled toreceive notice of and to vote at the Special Meeting or any adjournment or postponement of the meeting.

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As of the close of business on the record date, there were approximately [26,492,074] SXE Common Units, [12,213,713] SXE Subordinated Units, and[18,656,071] SXE Class B Convertible Units outstanding and entitled to vote at the Special Meeting. Each holder of SXE Common Units, SXE Subordinated Unitsand SXE Class B Convertible Units entitled to vote at the Special Meeting may cast one vote for each SXE Common Unit, each SXE Subordinated Unit or eachSXE Class B Convertible Unit that such holder owned on the close of business on the record date.

If at any time any person or group (other than SXE GP and its affiliates) beneficially owns 20% or more of any class of SXE units, such person or grouploses voting rights on all of its units and such units will not be considered “outstanding.” This loss of voting rights does not apply to (i) any person or group whoacquired 20% or more of any class of SXE Units from SXE GP or its affiliates (other than SXE), (ii) any person or group who directly or indirectly acquired 20%or more of any class of SXE Units from that person or group described in clause (i) provided SXE GP notified such transferee that such loss of voting rights did notapply, or (iii) any person or group who acquired 20% or more of any class of units issued by SXE with the prior approval of the SXE GP Board.

A complete list of SXE Unitholders entitled to vote at the Special Meeting will be available for inspection at the principal place of business of SXE duringregular business hours for a period of no less than ten days before the Special Meeting and at the place of the Special Meeting during the meeting.

Quorum

A quorum of unitholders represented in person or by proxy at the Special Meeting is required to vote on approval of the Merger Agreement and the Mergerat the Special Meeting. At least a majority of the outstanding SXE Common Units, at least a majority of the outstanding SXE Subordinated Units and at least amajority of the outstanding SXE Class B Convertible Units must be represented in person or by proxy at the meeting in order to constitute a quorum. Anyabstentions will be considered to be present at the meeting for purposes of determining whether quorum is present at the Special Meeting. Any broker non-voteswill not be considered to be present at the meeting for purposes of determining whether a quorum is present at the Special Meeting.

Vote Required for Approval

The affirmative vote of holders of at least a majority of the outstanding Non-Affiliated SXE Common Units is required to approve the Merger Agreementand the Merger. As of the record date, there were [22,144,280] Non-Affiliated SXE Common Units outstanding. For purposes of determining whether the MergerAgreement and the Merger have been approved by the Non-Affiliated SXE Common Units, SXE Common Units held by SXE GP and its affiliates will not becounted toward the required majority vote of outstanding Non-Affiliated SXE Common Units. The affirmative vote of a majority of the Non-Affiliated SXECommon Units would be deemed to approve the Merger for all purposes of Section 7.9(a) of the SXE Partnership Agreement. The affirmative vote of holders of atleast a majority of the outstanding SXE Subordinated Units and SXE Class B Convertible Units is also required to approve the Merger Agreement and the Merger.SXE GP and certain of its affiliates, which collectively own all of the SXE Subordinated Units and SXE Class B Convertible Units entitled to vote at the SpecialMeeting, have agreed to vote all of such SXE Subordinated Units and SXE Class B Convertible Units in favor of approval of the Merger Proposal and any othermatter necessary for the consummation of the Merger.

The affirmative vote of holders of at least a majority of the outstanding SXE Common Units is required to approve, on an advisory (non-binding) basis, thecompensation that may be paid or become payable to SXE’s named executive officers in connection with the Merger.

Abstentions will have the same effect as votes “AGAINST” approval, and if you fail to cast your vote in person or by proxy or fail to give voting instructionsto your broker, bank or other nominee and are otherwise represented in person or by proxy, it will have the same effect as a vote “AGAINST” the proposal.

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Unit Ownership of and Voting by SXE GP and its Affiliates

For purposes of determining whether the Merger Agreement and the Merger have been approved by the Non-Affiliated SXE Common Units, SXE CommonUnits held by SXE GP and its affiliates will not be counted.

At the close of business on the record date for the Special Meeting, SXE GP and its affiliates beneficially owned [12,213,713] SXE SubordinatedUnits and [18,656,071] SXE Class B Convertible Units, which represent all of the SXE Subordinated Units and SXE Class B Convertible Units entitled tovote at the Special Meeting, and have agreed to vote all of such SXE Subordinated Units and SXE Class B Convertible Units in favor of approval of theMerger Proposal and any other matter necessary for the consummation of the Merger.

Voting of Units by Holders of Record

If you are entitled to vote at the Special Meeting and hold your units in your own name, you can submit a proxy or vote in person by completing a ballot atthe Special Meeting. However, SXE encourages you to submit a proxy before the Special Meeting even if you plan to attend the Special Meeting in order to ensurethat your units are voted. A proxy is a legal designation of another person to vote your SXE Units on your behalf. If you hold units in your own name, you maysubmit a proxy for your units by:

• calling the toll-free number specified on the enclosed proxy card and follow the instructions when prompted;

• accessing the Internet website specified on the enclosed proxy card and follow the instructions provided to you; or

• filling out, signing and dating the enclosed proxy card and mailing it in the prepaid envelope included with these proxy materials.

When a unitholder submits a proxy by telephone or through the Internet, his or her proxy is recorded immediately. SXE encourages its unitholders to submittheir proxies using these methods whenever possible. If you submit a proxy by telephone or the Internet website, please do not return your proxy card by mail.

All units represented by each properly executed and valid proxy received before the Special Meeting will be voted in accordance with the instructions givenon the proxy. If an SXE Unitholder executes a proxy card without giving instructions, the SXE Units represented by that proxy card will be voted as the SXE GPBoard recommends. The SXE GP Board recommends that SXE Unitholders vote “FOR” the Merger Proposal and that holders of SXE Common Units vote “FOR”the Advisory Compensation Proposal.

Your vote is important. Accordingly, please submit your proxy by telephone, through the Internet or by mail, whether or not you plan to attend the meetingin person.

Voting of Units Held in Street Name

If your units are held in an account at a broker or through another nominee, you must instruct the broker or other nominee on how to vote your units byfollowing the instructions that the broker or other nominee provides to you with these proxy materials. Most brokers offer the ability for unitholders to submitvoting instructions by mail by completing a voting instruction card, by telephone and via the Internet.

If you do not provide voting instructions to your broker, your SXE Units will not be voted on any proposal on which your broker does not have discretionaryauthority to vote. This is referred to as a broker non-vote. Under the current rules of the NYSE, brokers do not have discretionary authority to vote on any of theproposals, including the Merger Proposal. Accordingly, the broker cannot register your SXE Units as being present at the Special Meeting for purposes ofdetermining a quorum, and will not be able to vote on those matters for which specific authorization is required. A broker non-vote will have the same effect as avote “AGAINST” the Merger Proposal and the Advisory Compensation Proposal.

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If you hold units through a broker or other nominee and wish to vote your units in person at the Special Meeting, you must obtain a proxy from your brokeror other nominee and present it to the inspector of election with your ballot when you vote at the Special Meeting.

Revocability of Proxies; Changing Your Vote

You may revoke your proxy and/or change your vote at any time before your proxy is voted at the Special Meeting. If you are a unitholder of record, you cando this by:

• sending a written notice, no later than the telephone/internet deadline, to Southcross Energy Partners, L.P. at 1717 Main Street, Suite 5200, Dallas,

Texas 75201, Attention: Corporate Secretary, that bears a date later than the date of this proxy and is received prior to the Special Meeting and statesthat you revoke your proxy;

• submitting a valid, later-dated proxy by mail, telephone or Internet that is received prior to the Special Meeting; or

• attending the Special Meeting and voting by ballot in person (your attendance at the Special Meeting will not, by itself, revoke any proxy that youhave previously given).

If you hold your SXE Units through a broker or other nominee, you must follow the directions you receive from your broker or other nominee in order torevoke your proxy or change your voting instructions.

Solicitation of Proxies

This proxy statement/prospectus is furnished in connection with the solicitation of proxies by the SXE GP Board to be voted at the Special Meeting. Underthe Merger Agreement, SXE and AMID agreed to each pay one-half of the expenses incurred in connection with the filing, printing and mailing of this proxystatement/prospectus. SXE will bear all costs and expenses in connection with the solicitation of proxies. SXE has engaged Georgeson LLC to assist in thesolicitation of proxies for the meeting and SXE estimates it will pay Georgeson LLC a fee of approximately $15,000 for these services. SXE has also agreed toreimburse Georgeson LLC for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation and to indemnify againstcertain losses, costs and expenses. In addition, SXE may reimburse brokerage firms and other persons representing beneficial owners of SXE Units for theirreasonable expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited by certain of SXE GP’s directors, officers andemployees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them.

A letter of transmittal and instructions for the surrender of SXE Common Units will be mailed to holders of such SXE Units shortly after the completion ofthe Merger. The AMID Common Units that SXE Unitholders will receive in the Merger will be in book-entry form.

No Other Business

Under the SXE Partnership Agreement, no other business may be brought by any SXE Unitholders before the Special Meeting except as set forth in thenotice to SXE Unitholders provided with this proxy statement/prospectus.

Adjournments

Adjournments may be made for the purpose of, among other things, soliciting additional proxies if there are not sufficient votes to approve a proposal. SXEGP may adjourn the Special Meeting one or more times for any reason. No unitholder vote is required for any adjournment. SXE is not required to notify holders ofSXE

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Common Units of any adjournment of 45 days or less if the time and place of the adjourned meeting are announced at the meeting at which the adjournment istaken, unless after the adjournment a new record date is fixed for the adjourned meeting. At any adjourned meeting, SXE may transact any business that it mighthave transacted at the original Special Meeting, provided that a quorum is present at such adjourned meeting. Proxies submitted by holders of SXE Common Unitsfor use at the original Special Meeting will be used at any adjournment or postponement of the meeting. References to the Special Meeting in this proxystatement/prospectus are to such Special Meeting as adjourned or postponed.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Georgeson LLC toll-free at 1-888-293-6812.

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THE MERGER

Thissectionoftheproxystatement/prospectusdescribesthematerialaspectsoftheproposedMerger.Thissectionmaynotcontainalloftheinformationthatisimportanttoyou.Youshouldcarefullyreadthisentireproxystatement/prospectusandthedocumentsincorporatedhereinbyreference,includingthefulltextoftheMergerAgreement,foramorecompleteunderstandingoftheMerger.AcopyoftheMergerAgreementisattachedasAnnexAhereto.Inaddition,importantbusinessandfinancialinformationabouteachofAMIDandSXEisincludedinorincorporatedintothisproxystatement/prospectusbyreference.See“WhereYouCanFindMoreInformation.”

Effect of the Merger and the Contribution

Subject to the terms and conditions of the Merger Agreement and in accordance with Delaware law, the Merger Agreement provides for the merger of SXEwith AMID Merger Sub. SXE, which is sometimes referred to following the Merger as the surviving entity, will survive the Merger, and the separate limitedliability company existence of AMID Merger Sub will cease. As a result of the Merger, AMID will become the sole limited partner of SXE. After the completionof the Merger, the certificate of limited partnership of SXE in effect immediately prior to the Effective Time will be the certificate of limited partnership of thesurviving entity, until amended in accordance with its terms and applicable law, and the SXE Partnership Agreement in effect immediately prior to the EffectiveTime will be the agreement of limited partnership of the surviving entity, until amended in accordance with its terms and applicable law.

Concurrently with the execution of the Merger Agreement, Southcross Holdings, AMID and AMID GP entered into the Contribution Agreement, pursuant towhich Southcross Holdings will contribute to AMID and AMID GP its equity interests in SXH Holdings, which will hold substantially all the current subsidiaries(Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings Guarantor LP, which, in turn, directly or indirectly own100% of the limited liability company interest of SXE GP, 100% of the outstanding SXE Class B Convertible Units, 100% of the outstanding SXE SubordinatedUnits and approximately 55% of the outstanding SXE Common Units) and business of Southcross Holdings, in exchange for (i) the number of AMID CommonUnits equal to $185,697,148, subject to certain adjustments for cash, indebtedness, working capital and transaction expenses contemplated by the ContributionAgreement, divided by $13.69, (ii) 4.5 million series E preferred units, (iii) options to acquire 4.5 million AMID Common Units, and (iv) 15% of the equity interestin AMID GP. After the completion of the Contribution, Southcross Holdings will become a limited partner of AMID and a member of AMID GP.

The Contribution Agreement contains customary representations and warranties and covenants by each of the parties. Completion of the Contribution isconditioned upon, among other things: (1) the absence of certain legal impediments prohibiting the transactions, (2) applicable regulatory approvals, including thetermination or expiration of the applicable waiting period under the HSR Act, and (3) with respect to AMID’s obligation to close only, the conditions precedentcontained in the Merger Agreement having been satisfied or being satisfied concurrently with the closing of the Contribution Agreement. The ContributionAgreement contains provisions granting both AMID and Southcross Holdings the right to terminate the Contribution Agreement for certain reasons, including,among others, if the Contribution does not occur on or before June 1, 2018. The Merger Agreement provides that, at the Effective Time, each SXE Common Unitissued and outstanding or as of immediately prior to the Effective Time, other than those held by the Affiliated Unitholders and by AMID or any of its subsidiaries,will be converted into the right to receive 0.160 of an AMID Common Unit. Each SXE Common Unit, SXE Subordinated Unit and SXE Class B Convertible Unitheld by Southcross Holdings or any of its subsidiaries and by AMID or any of its subsidiaries outstanding immediately prior to the Effective Time will be cancelledat the Effective Time for no consideration.

Because the Exchange Ratio was fixed at the time the Merger Agreement was executed and because the market value of AMID Common Units and SXECommon Units will fluctuate prior to the consummation of the

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Merger, SXE Unitholders cannot be sure of the value of the Merger consideration they will receive relative to the value of SXE Common Units that they areexchanging. For example, decreases in the market value of AMID Common Units will negatively affect the value of the Merger consideration that SXE Unitholdersreceive, and increases in the market value of SXE Common Units may mean that the Merger consideration that such unitholders receive will be worth less than themarket value of the SXE Common Units that they are exchanging. See “ RiskFactors—RisksRelatingtotheMerger— BecausethemarketpriceofAMIDCommonUnitswillfluctuatepriortotheconsummationoftheMerger,SXECommonUnitholderscannotbesureofthemarketvalueoftheAMIDCommonUnitstheywillreceiveasunitconsiderationrelativetothevalueofSXECommonUnitstheyexchange.”

AMID will not issue any fractional units of AMID Common Units in connection with the Merger. Instead, all fractional AMID Common Units that an SXEUnitholder would otherwise be entitled to receive will be aggregated and then, if a fractional AMID Common Unit results from that aggregation, be rounded up tothe nearest whole AMID Common Unit.

Each award of SXE LTIP Units that is outstanding immediately prior to the Effective Time will, at the Effective Time, be fully vested and settled in the formof SXE Common Units, provided that SXE will withhold a portion of the SXE Common Units that would otherwise be delivered upon vesting equal to the amountof any applicable federal, state and local taxes. The holder of the SXE Common Units provided in exchange for SXE LTIP Units will receive 0.160 of an AMIDCommon Unit for each SXE Common Unit.

In connection with the Merger, the incentive distribution rights in SXE outstanding immediately prior to the Effective Time will be cancelled. See the sectionentitled “ TheMergerAgreement” for further information.

Background of the Merger

For purposes of the discussion in this “ BackgroundoftheMerger” section, SXE and Southcross Holdings are referred to collectively herein as“Southcross.”

Southcross’ management, the board of directors of Holdings GP (the “Holdings GP Board”) and the SXE GP Board regularly assess Southcross’ financialposition and results of operations as well as potentially available options to create value for Southcross’ unitholders, considering Southcross’ performance andprospects in light of the business and economic environment, as well as developments in the U.S. energy industry and challenges facing participants in themidstream energy sector. These assessments have included, from time to time, consideration of potential alternatives that would further Southcross’ strategicobjectives and ability to engage in growth and development projects, taking into account Southcross’ expected capital needs and funding requirements, and anassessment of the expected opportunities and risks relating to Southcross’ strategic plans. Similarly, Southcross’ management periodically explores and evaluates,and discusses with the Holdings GP Board and the SXE GP Board, various strategic alternatives potentially available to Southcross, including acquisitions anddivestitures, joint ventures and other potential transactions, including a potential acquisition by Southcross Holdings of all of the outstanding equity of SXE in agoing private transaction.

In August 2016, senior management of another company, which we refer to as Company A, contacted Bruce A. Williamson, who was serving asnon-executive Chairman of the SXE GP Board and Chairman of Holdings GP, to express an interest in discussing a potential business transaction involving bothSouthcross Holdings and SXE. On August 11, 2016, Southcross Holdings entered into a confidentiality agreement with Company A in an effort to explore apotential strategic business transaction. On August 23, 2016, Mr. Williamson, together with representatives of the Sponsors met in person with Company A’s seniormanagement regarding a potential strategic transaction. On August 31, 2016, Mr. Williamson received a preliminary proposal from Company A contemplating (i) ajoint venture with Southcross involving certain assets of Company A and the Southcross entities, (ii) equity of Company A in exchange for equity of SouthcrossHoldings and the repayment of net debt outstanding of Southcross Holdings as of December 31, 2016, and (iii) a cash contribution from Company A to

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repay SXE’s outstanding debt and to purchase all outstanding Non-Affiliated SXE Common Units for cash through a limited call right at no premium to the unitmarket price. After consultation with the Holdings GP Board, on September 21, 2016, Mr. Williamson and Company A’s chief executive officer met to discussCompany’s A proposal. At the time, the parties could not agree on the relative contributions of the Southcross entities and those of Company A to the proposedjoint venture, and there was a significant issue regarding the magnitude of SXE’s debt compared to the balance sheet leverage of Company A. Consequently,negotiations ceased.

For the quarter ended September 30, 2016, SXE was not in compliance with the financial covenant in its revolving credit agreement requiring it to maintain aconsolidated total leverage ratio (as defined in the revolving credit agreement) of less than 5.00 to 1.00 for the quarter ended September 30, 2016. This promptedboth the SXE GP Board and Holdings GP Board to begin to evaluate possible alternative strategies to address SXE’s leverage and, given the cross default andpotential acceleration of debt to Southcross Holdings, to address overall leverage.

On December 29, 2016, SXE entered into a limited waiver agreement and fifth amendment (the “Amendment”) to SXE’s revolving credit agreement.Pursuant to the Amendment, SXE received a full waiver for all defaults or events of default arising from its failure to comply with the financial covenant tomaintain a consolidated total leverage ratio of less than 5.00 to 1.00 for the quarter ended September 30, 2016. Among other things, the Amendment suspended therequirement for SXE to comply with the consolidated total leverage ratio until March 31, 2019 and reduced the total aggregate commitments under SXE’srevolving credit agreement. As further required by the lenders under SXE’s revolving credit agreement, in connection with the Amendment, SXE also entered intoan investment agreement with Southcross Holdings and Wells Fargo Bank, N.A., a backstop commitment letter with Southcross Holdings, Wells Fargo Bank, N.A.and the Sponsors and a first amendment to equity cure contribution agreement with Southcross Holdings. Under these agreements, Southcross Holdings contributed$17 million to SXE in exchange for 11,486,486 SXE Common Units, SXE partially repaid the outstanding balance under SXE’s revolving credit agreement,Southcross Holdings agreed to provide an additional $15 million to SXE in the future under certain circumstances and the Sponsors agreed to fund any shortfall ifSouthcross Holdings were required, but unable, to provide the additional funds.

During the second half of 2016 and thereafter, Southcross Holdings and SXE GP continued to evaluate and consider various potential financial and strategicopportunities as part of its strategy to enhance unitholder value at both Southcross Holdings and SXE and to restructure SXE’s balance sheet. The Holdings GPBoard and SXE GP Board recognized that SXE’s access to additional credit was limited and the Sponsors were not willing to provide additional financial supportto SXE.

In its ongoing assessment of Southcross, the Holdings GP Board and the SXE GP Board considered that as a standalone entity and without a significantequity contribution, which SXE may not be able to obtain, or absent additional amendments to its revolving credit agreement or waivers of the March 31, 2019requirement to comply with the consolidated total leverage ratio, SXE may not be able to comply with such financial covenant as of such date, which would triggeran event of default, and result in substantial doubt regarding SXE’s ability to continue as a going concern as early as the second quarter of 2018. If SXE’sindependent auditors subsequently report in their next annual audit report the existence of substantial doubt regarding SXE’s ability to continue as a going concern,this would also lead to an event of default under SXE’s revolving credit agreement and term loan which, in turn, would trigger a cross default under SouthcrossHoldings’ credit facilities. Such events of default, if not cured, would allow the lenders under each of these borrowing arrangements to accelerate the maturity ofthe debt, making it due and payable immediately.

On January 4, 2017, Company A sent Mr. Williamson an amended and restated confidentiality agreement pursuant to which Company A and another party,which we refer to as Company B, and together with Company A, as Company AB, would jointly consider the acquisition of an interest in Southcross.

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On January 19, 2017, Mr. Williamson and Bret M. Allan, Senior Vice President and Chief Financial Officer of SXE GP, had a lunch meeting with seniormanagement of Company A to discuss possible strategic business alternatives.

In addition, in connection with its consideration of potential strategic alternatives, in January 2017, Mr. Williamson, who was hired as Chairman, Presidentand Chief Executive Officer of SXE GP effective January 6, 2017, was directed by the Holdings GP and SXE GP Boards to retain a financial advisor to assist it inan evaluation of potential strategic alternatives. In January 2017, the Holdings GP Board selected RBC Capital Markets, LLC (“RBC Capital Markets”) as itsfinancial advisor. RBC Capital Markets was selected because of, among other things, its recent experience with transactions in the midstream and energy sectors,its strong investment banking reputation and its experience in advising companies and boards of directors in connection with business combination transactions. InFebruary 2017, the Holdings GP Board also determined to engage Wells Fargo Securities, LLC (“Wells Fargo”) to assist the Holdings GP Board in, among otherthings, its consideration of potential strategic alternatives. Wells Fargo was selected because of, among other things, its depth of knowledge related to Southcross asa long-standing lender and advisor.

In February 2017, members of Southcross’ senior management contacted Locke Lord, and engaged Locke Lord, as counsel to Southcross in connection withthe evaluation of a potential third-party transaction or other strategic alternatives.

On February 22, 2017, the Holdings GP Board held a meeting attended by the SXE GP Board, members of Southcross’ senior management andrepresentatives of RBC Capital Markets. At this meeting, the participants discussed Southcross’ positioning in the midstream energy sector, various measures ofSouthcross Holdings’ and SXE’s market valuation and potential strategic alternatives to enhance unitholder value. Mr. Williamson stated that the SXE ConflictsCommittee, with the assistance of its legal and financial advisors, would be asked to evaluate any potential strategic alternatives, including without limitation,continuing to operate the business as a standalone entity, engaging in a sale of Southcross Holdings or SXE, selling all or a portion of the midstream businesssegment and/or obtaining an equity infusion from a new Sponsor, thereby diluting all current equity owners. RBC Capital Markets discussed, among other things,an illustrative overview of steps involved in a potential sale process, including potential partners to a strategic alternative transaction, preparation of initialinformation materials regarding Southcross Holdings and SXE, and an indicative timetable. As envisioned, the third-party solicitation process would involve twophases. In the first phase, a broad range of potential bidders would receive, subject to a confidentiality agreement, a confidential information memorandum(“CIM”) with information regarding Southcross Holdings and SXE and an initial indication of interest instruction letter (the “Phase I Process Letter”) requesting aresponse by April 5, 2017. Based on the initial response, the Holdings GP Board would determine which potential transaction parties would be invited to participatein the second phase of the sale process which would involve the opportunity to conduct detailed due diligence. These second round potential transaction partieswould also be provided with a form of a transaction agreement reflecting the terms on which Southcross intended to pursue a strategic transaction.

Following this meeting, Southcross management, with the assistance of RBC Capital Markets, prepared the CIM.

On February 23, 2017, at the request of the Holdings GP Board, RBC Capital Markets met with Company A regarding the sale process. On March 6, 2017,Southcross Holdings and Company A and Company B entered into an amended and restated confidentiality agreement.

Between February 22, 2017 and March 24, 2017, a total of 40 potential counterparties, including AMID, Company A, Company B and other strategic buyersand new financial sponsors, were contacted. Between February 22, 2017 and March 31, 2017, confidentiality agreements were executed with all interested partiesto facilitate further discussions on the basis of confidential information. This resulted in 21 strategic buyers and five financial sponsors signing confidentialityagreements. 23 of the 26 confidentiality agreements included a

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customary standstill provision, which, among other things, (i) prohibited the counterparty from acquiring securities of Southcross and waging a proxy contest orother unitholder activism campaign and (ii) automatically terminated upon the entry by Southcross into a definitive acquisition agreement with a third party. Theremaining three confidentiality agreements did not contain a standstill provision. Upon execution of a confidentiality agreement, each qualified bidder received theCIM and a summary financial model.

Beginning on March 24, 2017, the Phase I Process Letter was provided to all potential bidders that had entered into confidentiality agreements withSouthcross Holdings.

During this time and throughout the process, the members of each of the Holdings GP Board and the SXE GP Board received periodic informal updatesregarding the status of negotiations and transaction documentation from members of Southcross’ senior management and representatives of Locke Lord and RBCCapital Markets.

On March 1, 2017, the SXE Conflicts Committee, consisting of Jerry W. Pinkerton, Nicholas J. Caruso and Andrew A. Cameron, held a meeting attended byrepresentatives of Akin Gump Strauss Hauer & Feld LLP, legal counsel to the SXE Conflicts Committee (“Akin Gump”). At the meeting, the SXE ConflictsCommittee discussed the potential for a future transaction involving SXE and the potential retention of a financial advisor to the SXE Conflicts Committee. TheSXE Conflicts Committee considered Jefferies’ qualifications, reputation and experience, as well as Jefferies’ familiarity with and experience advising the SXEConflicts Committee in the past, and determined to retain Jefferies in connection with its review and consideration of a potential transaction, subject to Jefferies’disclosure of any relationships related to this retention and agreement on an acceptable fee arrangement and engagement letter.

On April 5 and April 6, 2017, initial indications of interest were received from 12 of the 21 potential counterparties consisting of nine strategic parties,including AMID and Company AB, and three financial sponsors. Thirteen other potential counterparties indicated that they were not interested in pursuing apotential transaction at that time. Eight of the indications of interests received, including those received from AMID and Company AB, provided for an acquisitionof Southcross Holdings inclusive of SXE and the assumption of the outstanding debt of Southcross Holdings and SXE. One of the indications of interest receivedwas for a business combination involving Southcross Holdings and SXE with SXE’s public units remaining outstanding and Southcross Holdings and SXE’s publicunitholders owning a minority position in the merged entity. Two indications of interests were for acquisitions of assets only, one of which was for SXE’sMississippi and Alabama assets only and the other proposal was for Southcross Holdings’ and SXE’s Robstown and Bonnie View fractionators only. The finalindication of interest was for a joint venture with Southcross Holdings and SXE involving the potential buyer’s asset portfolio.

On April 6, 2017, the Holdings GP Board met telephonically with members of Southcross’ senior management and representatives of RBC Capital Marketsto discuss the initial indications of interest received. After discussion regarding the terms of the indications of interest and the financial capacity of each of theinterested parties to engage in a transaction with Southcross Holdings and SXE, the Holdings GP Board instructed Southcross’ senior management to invite sevenof the 12 initial bidders, including AMID and Company AB, to conduct detailed due diligence and participate in the second phase of the bid process (the “SecondRound Bidders”). These Second Round Bidders were selected based on, among other things, their indicated valuation, ability to conduct due diligence in a timelymanner and ability to complete the financing of a transaction.

Between April 13, 2017 through May 8, 2017, members of Southcross’ senior management, with input from representatives of the Sponsors andrepresentatives of Locke Lord, prepared a form of a purchase and sale agreement. The draft purchase and sale agreement contemplated the sale by SouthcrossHoldings of all of its equity interest in Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings Guarantor LP,which directly or indirectly own 100% of the limited liability company interest of SXE GP and 100% of the partnership interest of Southcross Holdings BorrowerLP (which directly

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holds [26,492,074] SXE Common Units, [12,213,713] SXE Subordinated Units, and [18,656,071] SXE Class B Convertible Units as of the record date, togetherrepresenting [72.2]% of SXE’s outstanding limited partnership interests).

Beginning on April 14, 2017, the Second Round Bidders, including AMID and Company AB, began their review of materials in a virtual data room. OnMay 8, 2017, final proposal instruction letters were sent to the Second Round Bidders, including AMID and Company AB, requesting submission of final proposalson or before May 24, 2017. The draft purchase and sale agreement was also made available to these parties.

Between April 18 and April 25, 2017, six of the Second Round Bidders, including AMID and Company AB, participated in management presentations withmembers of Southcross’ senior management. The seventh Second Round Bidder, after receiving additional materials prior to a management presentation, withdrewits proposal and declined to continue in the process. Shortly after the management presentation to another of the Second Round Bidders, such party also indicatedthat it was no longer interested in pursuing a transaction with Southcross.

On May 11, 2017, the Holdings GP Board held a telephonic meeting attended by members of Southcross’ senior management and representatives ofTailwater, Locke Lord and RBC Capital Markets. At the meeting, representatives of Locke Lord reviewed the duties of the Holdings GP Board and its obligationspursuant to the Southcross Holdings partnership agreement in connection with its consideration of a proposed transaction. Mr. Williamson and representatives ofRBC Capital Markets provided an update on the status of the third-party solicitation process, noting that 40 potential parties had been contacted resulting in 12parties (including AMID and Company AB) submitting first round indications of interest. RBC Capital Markets then outlined potential steps for the second part ofthe process, including the evaluation of the consideration and documentation proposed, certain considerations for the Southcross Holdings’ limited partners and theSXE Conflicts Committee approvals and an indicative timeline.

On May 24, 2017, three final bids were received from each of AMID, Company AB and Company C.

On May 26, 2017, the Holdings GP Board held a telephonic meeting attended by members of Southcross’ senior management and representatives of RBCCapital Markets, at which the final proposals received were discussed.

AMID’s initial proposal provided for an acquisition of Southcross Holdings and SXE and the assumption of the outstanding debt of Southcross Holdings andSXE. AMID proposed a total equity consideration of $256 million for Southcross Holdings, payable in AMID Common Units based on the 20-day trading volumeweighted average price (“VWAP”) of AMID Common Units prior to execution of a definitive agreement, and offered $80 million to the holders of Non-AffiliatedSXE Common Units payable in AMID Common Units based on the 20-trading day VWAP of AMID Common Units prior to execution of a definitive agreement.Since AMID’s proposed consideration was in the form of publicly listed equity securities, AMID’s proposal could be valued. The total enterprise value of theAMID proposal was approximately $1.0 billion.

Company AB’s initial proposal contemplated a cash acquisition of both Southcross Holdings and SXE. At the time of the submission of their final proposal,Company AB indicated that the best they could do would be to form a joint venture with Southcross Holdings and SXE involving certain assets of Company AB, aswell as a cash contribution from Company AB and the owners of Southcross Holdings to repay debt and to purchase for cash the outstanding Non-Affiliated SXECommon Units through a limited call right at no premium to the unit market price. Since Company AB’s initial proposal was in the form of a combination of SouthTexas assets and an earn-out structure, a discernible valuation could not be determined.

Company C’s initial proposal provided for an acquisition of Southcross Holdings for an equity value of $205 million in cash and did not contemplate anyacquisition of SXE. The implied total enterprise value of Company C’s proposal was approximately $932 million.

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After discussion, the Holdings GP Board concluded that AMID’s proposal had the potential to deliver the highest value to the Southcross Holdings’ ownerswhile also providing an attractive combination for the holders of Non-Affiliated SXE Common Units . The Holdings GP Board instructed Southcross’ seniormanagement, with the assistance of RBC Capital Markets, to engage in negotiations with AMID regarding AMID’s proposed valuation of Southcross Holdings andSXE and to obtain clarifications regarding AMID’s valuation, financing assumptions and expectations regarding transaction timing and whether AMID’s sponsorsupport had reviewed and was supportive of AMID’s proposal.

On June 1, 2017, the SXE GP Board held a telephonic meeting attended by members of Southcross’ senior management and representatives of Locke Lordand RBC Capital Markets. At the meeting, representatives of Locke Lord reviewed the duties of the SXE GP Board and its obligations pursuant to the SXEPartnership Agreement in connection with its consideration of the proposed transaction. RBC Capital Markets then reviewed the final proposals received andrelayed AMID’s clarifications to its proposals. The SXE GP Board discussed the merits of an AMID transaction, including the potential benefit of SXE’s publicunitholders, receiving a security of a company that currently is making distributions, reducing leverage on SXE and increasing liquidity at SXE. The SXE GPBoard directed Southcross’ senior management to conduct due diligence on AMID in order to further assess AMID’s final proposal.

On June 2, 2017, the SXE Conflicts Committee held a telephonic meeting attended by representatives of Akin Gump, members of Southcross’ seniormanagement, and representatives of RBC Capital Markets and Jefferies. At the meeting, Mr. Williamson updated the SXE Conflicts Committee regarding certaintransactions under consideration by the Holdings GP Board, including the general terms of such transactions, the status of negotiations with potentialcounterparties, and certain potential benefits and drawbacks of each transaction. Mr. Williamson also discussed certain challenges SXE was facing on a standalonebasis, including SXE’s significant exposure to the Eagle Ford shale region and its declining production levels, low natural gas prices, reduced drilling and reducedcontract renewals, as well as SXE’s balance sheet, leverage and financing requirements.

On June 6, 2017, in accordance with the direction of the Holdings GP Board, representatives of RBC Capital Markets met with members of the seniormanagement of AMID regarding AMID’s final proposal, relayed the request of the Holdings GP Board and the SXE GP Board that AMID improve its valuation ofboth Southcross Holdings and SXE and also conveyed Southcross’ due diligence requests of AMID. On that same day, Mr. Williamson and Lynn L. Bourdon III,President and Chief Executive Officer of AMID, telephonically discussed the timeline for AMID’s responses to Southcross’ reverse due diligence requests onAMID, as well as the provision of AMID’s financial model.

On June 9, 2017, at the request of Southcross’ senior management, RBC Capital Markets provided Southcross’ list of reverse due diligence requests toAMID’s financial advisor, Deutsche Bank Securities Inc. (“Deutsche Bank”). Later that day, Deutsche Bank provided AMID’s financial model to RBC CapitalMarkets which it relayed to Southcross’ senior management.

On the morning of June 13, 2017, members of Southcross’ senior management, together with representatives of the Sponsors, met with members of AMID’ssenior management and its sponsor, ArcLight Capital, to negotiate the terms and structure of a potential transaction involving AMID, Southcross Holdings andSXE.

Later that afternoon, members of Southcross’ senior management and members of AMID’s senior management met in person to discuss AMID’s financialmodel. Representatives of RBC Capital Markets and Deutsche Bank also attended these meetings.

On June 14, 2017, Southcross management met with PricewaterhouseCoopers to discuss the firm’s potential engagement to assist Southcross management inevaluating the tax implications of the potential transaction involving AMID, Southcross Holdings and SXE.

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On June 15, 2017, Mr. Williamson and Mr. Bourdon telephonically discussed the potential transactions with AMID, Southcross Holdings and SXE,including possible transaction structures, interim covenants and integration approaches. Mr. Williamson and Mr. Bourdon corresponded on a regular basis aboutthese and other matters related to the proposed transaction until the execution of the Merger Agreement and the Contribution Agreement on October 31, 2017.

On June 19, 2017, the Holdings GP Board and the SXE GP Board held a joint telephonic meeting attended by members of Southcross’ senior management,and representatives of the Sponsors, Locke Lord and RBC Capital Markets. At the meeting, representatives of Locke Lord reviewed the duties of Holdings GPBoard and SXE GP Board and their respective obligations pursuant to the Southcross Holdings partnership agreement and SXE Partnership Agreement,respectively, in connection with its consideration of the proposed transaction. Mr. Williamson and Mr. Allan then provided an update on the progress of thediscussions with AMID and the due diligence review to date. Mr. Williamson discussed the need for further meetings with AMID for due diligence purposes.Mr. Williamson further discussed the perceived strategic rationale for the transaction for Southcross, which included the holders of Non-Affiliated SXE CommonUnits receiving cash distribution-paying AMID Common Units as merger consideration, and reduced leverage of the pro forma entity (as compared to SXE on astandalone basis). Mr. Williamson further informed the boards that the proposed deal structure involved the holders of Non-Affiliated SXE Common Unitsreceiving AMID Common Units in exchange for their SXE Common Units and Southcross Holdings’ limited partners receiving AMID Common Units and/orAMID preferred units, and potentially an interest in AMID GP.

Beginning on June 23, 2017, members of Southcross’ senior management together with representatives of the Sponsors, Locke Lord and RBC CapitalMarkets began weekly update calls to discuss the status of the proposed transaction with AMID.

On June 26, 2017, members of Southcross’ senior management, together with representatives of the Sponsors, met with members of the senior managementof AMID and ArcLight Capital to continue to negotiate the terms of a potential transaction involving Southcross Holdings and SXE. Representatives of RBCCapital Markets also attended this meeting.

On June 28, 2017, members of AMID’s senior management, together with representatives of ArcLight Capital, gave a management presentation at theoffices of Locke Lord in Houston to members of Southcross’ senior management and representatives of the Sponsors. Also present at the meeting wererepresentatives of Locke Lord, Gibson Dunn, counsel to AMID, and RBC Capital Markets and, at the request of the SXE Conflicts Committee, representatives ofJefferies.

On June 29, 2017, the Holdings GP Board and the SXE GP Board held a joint telephonic meeting attended by Southcross’ senior management andrepresentatives of Locke Lord and RBC Capital Markets. At the meeting, representatives of Locke Lord reviewed the duties of Holdings GP Board and SXE GPBoard and their respective obligations pursuant to the Southcross Holdings partnership agreement and SXE Partnership Agreement, respectively, in connectionwith its consideration of the proposed transaction. Mr. Williamson and representatives of RBC Capital Markets then provided an update on the progress ofdiscussions with AMID. Mr. Williamson also discussed the need for further due diligence on AMID, including a review of its financial projections. At this meeting,Mr. Williamson suggested that it may be advisable for the Holdings GP Board to form a special committee (the “A-II Special Committee”) to consider the potentialimpact of the transactions on holders of Southcross Holdings’ Class A-II units (the “A-II Holders”).

Also at this meeting, Mr. Williamson informed the boards of directors that another company, which we refer to as Company D, had submitted a non-bindingindication of interest on June 27, 2017 to acquire certain natural gas liquids assets owned by Southcross Holdings and SXE for total consideration of $685 million($620 million for the Southcross Holdings assets and $65 million for the SXE assets) and no assumption of Southcross’ debt. In addition, Company D’s proposalprovided that it would cause its affiliate to dedicate certain production from

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certain of its leasehold interests to Southcross. As proposed, the sale of the SXE assets would be prohibited under the terms of SXE’s revolving credit agreementand would result in a breach of that agreement, triggering an event of default under SXE’s debt of $517 million, which would allow the lenders to accelerate thedebt and declare it immediately due and payable. Mr. Williamson stated that Southcross’ management was reviewing the proposal with the assistance of RBCCapital Markets.

On June 29, 2017, at the direction of the Holdings GP Board and the SXE GP Board, representatives of RBC Capital Markets informed Company D that inorder to participate in the process, it would be required to submit a proposal for an en bloc acquisition of both Southcross Holdings and SXE, and not just theacquisition of select assets from those entities.

From June 29, 2017 until the execution of the Merger Agreement and the Contribution Agreement, Southcross and AMID continued to engage in duediligence reviews of one another.

On July 5, 2017, the SXE Conflicts Committee held a telephonic meeting attended by representatives of Akin Gump. At the meeting the SXE ConflictsCommittee discussed the proposed terms and conditions of Jefferies’ engagement as its financial advisor, the process for evaluating a possible transaction involvingSXE, and the SXE Conflicts Committee’s responsibilities under the SXE Partnership Agreement.

On July 7, 2017, on the recommendation of Southcross Holdings’ senior management, the Holdings GP Board established the A-II Special Committeeconsisting of Mark Cox and Mike Reddin, who are the independent directors designated by the A-II Holders to serve on the Holdings GP Board, to review andevaluate the proposed Contribution Agreement and related transactions on behalf of the A-II Holders and to review, evaluate and negotiate any terms andconditions that might apply to the A-II Holders differently than those applied to the Sponsors, and to determine the advisability of the proposed ContributionAgreement and related transactions, including the Merger Agreement and the Merger, with respect to the A-II Holders.

On July 10, 2017, representatives of Southcross met via teleconference with representatives of AMID to discuss AMID’s financial model. Representatives ofRBC Capital Markets and Deutsche Bank also attended this teleconference.

On that same day, Company D provided a revised proposal to acquire 100% of the outstanding partnership interests in Southcross Holdings and 100% of themembership interests in Holdings GP for $645 million in cash, an assumption of $139 million in Southcross Holdings debt and $100 million to $120 millionreserved as a capital investment to recapitalize SXE. Southcross’ senior management determined that Company D’s proposal was inadequate, after taking intoaccount that SXE’s debt of $517 million would accelerate and become immediately due and payable upon a change of control and that Company D’s offer wouldhave resulted in a negative equity value for Southcross Holdings.

On July 12, 2017, Gibson Dunn sent an initial draft of a Merger Agreement to representatives of Locke Lord. The draft Merger Agreement provided forconsideration consisting of an exchange of AMID Common Units for each SXE Common Unit. The initial draft Merger Agreement did not contain any provisionsallowing for SXE to explore an alternative proposal that might be a superior proposal and to pursue a potentially superior proposal, or to withdraw board supportfor the merger. Further, the initial draft of the Merger Agreement did not provide for SXE’s ability to withdraw board support in the event of a material changedcircumstance.

On July 13, 2017, members of senior management of Southcross, AMID and ArcLight Capital, together with representatives of RBC Capital Markets andDeutsche Bank, met in person for further negotiations on the terms of a potential transaction. At this meeting, AMID presented a revised proposal for an acquisitionof Holdings and SXE (the “July 13 Proposal”). The revised proposal provided for equity consideration to Holdings consisting of (i) 9.7 million AMID CommonUnits ($133 million implied value, at $13.69 per AMID Common Unit (the “AMID Reference Price”)), (ii) 3.3 million series E preferred units ($50 million impliedvalue at $15.00

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issuance price), (iii) a 15% sharing percentage interest in AMID GP, and (iv) $50 million of nominal contingent consideration. In addition, the July 13 Proposalproposed consideration to the holders of Non-Affiliated SXE Common Units that would equal the number of AMID Common Units per SXE Common Unitreflecting a 6% premium to the exchange ratio of the 20-trading day VWAP of AMID and SXE Common Units. For illustrative purposes, the exchange ratio aspresented by AMID in the July 13 Proposal was 0.230 of an AMID Common Unit per SXE Common Unit, implying total equity consideration of $68 million to theholders of Non-Affiliated SXE Common Units, and implying a total enterprise value below AMID’s original May 24, 2017 proposal of $1,000 million.

On July 14, 2017, Company D submitted a revised proposal pursuant to which it would acquire certain assets of Southcross Holdings, which alsocontemplated that an affiliate would dedicate certain acreage to SXE for processing at competitive terms and Company D would enter into a new NGL purchaseagreement with SXE.

On July 17, 2017, the A-II Special Committee held a telephonic meeting attended by representatives of Jones Day, legal counsel retained by the A-II SpecialCommittee. At the meeting, the A-II Special Committee discussed the engagement of Tudor Pickering Holt & Co. (“TPH”) as the A-II Special Committee’sfinancial advisor with respect to the proposed Contribution and related transactions. TPH was selected by the A-II Special Committee because of, among otherthings, its investment banking reputation and expertise in similar transactions in the energy industry. The A-II Special Committee engaged TPH pursuant to anengagement letter dated July 19, 2017.

Also, on July 17, 2017, Southcross Holdings and Company D entered into a confidentiality agreement. Following execution of the confidentiality agreement,Southcross made certain confidential information available to Company D and provided responses to Company D’s due diligence requests.

On July 19, 2017, RBC Capital Markets received an inbound email, which was relayed to Southcross’ senior management, from a potential bidder that hadparticipated in the first round of the third-party solicitation process, reiterating its interest in acquiring Southcross Holdings’ Robstown facility and SXE’s BonnieView fractionator and related assets. After discussion of this proposal, the Holdings GP Board and the SXE GP Board determined that the proposal was stillunacceptable as it would have depleted Southcross Holdings and SXE of operational assets on a going forward basis.

Later that day, Deutsche Bank provided an updated version of AMID’s financial model to RBC Capital Markets, which relayed such financial model toSouthcross’ senior management.

On July 27, 2017, representatives of Southcross met via teleconference with representatives of AMID and ArcLight Capital to discuss AMID’s financialmodel. Representatives of RBC Capital Markets and Deutsche Bank also attended this teleconference.

On July 28, 2017, Locke Lord sent a revised draft of the Merger Agreement to Gibson Dunn. The revised draft included, among other changes,(i) symmetrical representations and warranties made by AMID, (ii) the inclusion of certain interim covenants restricting AMID’s conduct during the interim periodbetween signing and closing, and (iii) exceptions to the non-solicitation provisions and flexibility for a material change in circumstances.

On July 29, 2017, Deutsche Bank provided a summary of updates to AMID’s financial model to RBC Capital Markets, which relayed such summary ofupdates to Southcross’ senior management.

On August 4, 2017, Mr. Williamson sent Mr. Bourdon a counterproposal to the July 13 Proposal (the “August 4 Counterproposal”). The August 4Counterproposal provided for consideration to Southcross Holdings consisting of (i) 8.7 million AMID Common Units ($119 million implied value at the AMIDReference Price), (ii) 8.7 million series E preferred units ($131 million implied value at a $15.00 issuance price), and (iii) a 17.5%

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sharing percentage interest in AMID GP. The August 4 Counterproposal did not include the $50 million of nominal contingent consideration as contemplated in theJuly 13 Proposal and provided that the contemplated consideration to the holders of Non-Affiliated SXE Common Units would be discussed with the SXEConflicts Committee.

On the morning of August 8, 2017, Mr. Bourdon sent Mr. Williamson a revised term sheet (the “August 8 Term Sheet”). The August 8 Term Sheet reflectedproposed consideration to Southcross Holdings consisting of (i) a number of AMID Common Units equal to $244 million, subject to certain adjustments for cash,indebtedness, working capital and transaction expenses contemplated by the Contribution Agreement, divided by the AMID Reference Price of $13.69, (ii)4.5 million series E preferred units ($68 million implied value at a $15.00 issuance price), and (iii) a 15% sharing percentage interest in AMID GP. Considerationto the holders of Non-Affiliated SXE Common Units would equal the number of AMID Common Units per SXE Common Unit reflecting a 10% premium to theexchange ratio of the 20-trading day VWAPs of AMID and SXE Common Units.

Also, on August 8, 2017, the Holdings GP Board and the SXE GP Board met in Dallas with members of Southcross’ senior management for a regularlyscheduled joint meeting of the boards. Also in attendance at the meeting were representatives of the Sponsors, Locke Lord and RBC Capital Markets. At themeeting, representatives of Locke Lord reviewed the duties of Holdings GP Board and SXE GP Board and their respective obligations pursuant to the SouthcrossHoldings partnership agreement and SXE Partnership Agreement, respectively, in connection with its consideration of the proposed transaction. Mr. Williamsonthen provided an update on the progress of the discussions with AMID and ArcLight Capital and discussed the August 8 Term Sheet. RBC Capital Marketsreviewed the sale process to date, including initial contact with potential parties, the first and second round indications of interests and the final proposals receivedand certain financial aspects of AMID’s proposal. On the recommendations of Mr. Williamson and Kelly J. Jameson, Senior Vice President, General Counsel andCorporate Secretary of SXE GP, the SXE GP Board authorized and empowered the SXE Conflicts Committee to (i) review and evaluate the proposed merger onbehalf of SXE and the holders of Non-Affiliated SXE Common Units, (ii) negotiate, or delegate (subject to continued oversight by the SXE Conflicts Committee)to any person or persons the ability to negotiate, the terms and conditions of the proposed merger, (iii) determine whether to approve the proposed merger for thepurposes of providing, if appropriate, “Special Approval” under Section 7.9(a) of the SXE Partnership Agreement, and (iv) determine whether to recommend theproposed merger for the SXE GP Board’s approval. In addition, the SXE GP Board approved the SXE Conflicts Committee’s retention of David W. Biegler, adisinterested director of SXE, as a consultant to the SXE Conflicts Committee with respect to the proposed merger.

Following the joint board meeting on August 8, 2017, the SXE Conflicts Committee and Mr. Biegler held a meeting at the offices of SXE to discuss theAugust 8 Term Sheet. In its review of the August 8 Term Sheet, the SXE Conflicts Committee considered various matters, including the proposed considerationthat would accrue to the holders of Non-Affiliated SXE Common Units, the proposed premium to determine the exchange ratio between the AMID Common Unitsand the SXE Common Units, and the expectation that the AMID Common Units would be a higher quality security with better liquidity and prospects for cashdistributions than the SXE Common Units. In addition, the SXE Conflicts Committee discussed the work to be done by the SXE Conflicts Committee and itsindependent advisors in the review and consideration of the proposed merger and the additional information to be requested by the SXE Conflicts Committee,including a comparison of the proposed merger against the status quo. That afternoon, the SXE Conflicts Committee met telephonically with representatives ofJefferies and Akin Gump. During this meeting, representatives of Jefferies described the additional information about SXE and AMID that it would request toevaluate the proposed exchange ratio, including the respective management teams’ financial projections.

The SXE Conflicts Committee formally engaged Jefferies as its financial advisor pursuant to an engagement letter dated August 9, 2017. Jefferies informedthe SXE Conflicts Committee that, during the two years prior to its engagement by the SXE Conflicts Committee in connection with the proposed merger, Jefferiesprovided

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financial advisory services to AMID with respect to a potential transaction not involving SXE that did not go forward, and for which it did not receive any fees.

On August 9, 2017, Gibson Dunn delivered a revised draft of the Merger Agreement and an initial draft of the Contribution Agreement to Locke Lord, AkinGump and Jones Day. The revised Merger Agreement did not include SXE’s proposed (i) inclusion of certain interim covenants restricting AMID’s conduct duringthe interim period between signing and closing, or (ii) exceptions to the non-solicitation provisions relating to a superior proposal.

On the afternoon of August 9, 2017, the A-II Special Committee met telephonically with representatives of Jones Day and TPH and discussed initialreactions to the August 8 Term Sheet and the A-II Special Committee’s process for evaluating the transaction in conjunction with its advisors.

On the evening of August 9, 2017, Mr. Allan provided Jefferies with preliminary Southcross financial models for use in its evaluation and analyses of theproposed exchange ratio for the SXE Conflicts Committee.

On August 9 and 10, 2017, Deutsche Bank posted an updated version of AMID’s financial model, as well as models related to certain potential future drop-downs to AMID, into the data room maintained by AMID, and also provided these financial models to RBC Capital Markets, which relayed such financial modelsto Southcross’ senior management. Jefferies obtained the updated AMID financial model and models related to certain potential future drop-downs from AMID’sdata room.

On August 10, 2017, the SXE Conflicts Committee, together with Mr. Biegler, met telephonically with representatives of Jefferies and Akin Gump also inattendance. The participants discussed Jefferies’ evaluation of the proposed exchange ratio and outstanding due diligence requests. The SXE Conflicts Committee,Mr. Biegler and representatives of Jefferies also discussed the proposed methodology for determining the exchange ratio between the SXE Common Units andAMID Common Units and the potential impact that different measurement periods would have on the exchange ratio.

On the morning of August 11, 2017, Southcross senior management and representatives of the Sponsors held a telephonic meeting at which representativesof Locke Lord and RBC Capital Markets were present. At the meeting, representatives of Locke Lord discussed the revised draft of the Merger Agreement and theinitial draft of the Contribution Agreement.

On August 11, 2017, the SXE Conflicts Committee held a telephonic meeting also attended by Mr. Biegler, members of Southcross senior management andrepresentatives of RBC Capital Markets, Jefferies and Akin Gump, at which RBC Capital Markets provided an overview of the third-party solicitation process thathad been conducted on behalf of Southcross Holdings and SXE to date, the negotiations between Southcross Holdings, SXE and AMID, and AMID’s business,corporate structure and ownership, and historical unit price performance. The participants discussed AMID’s financial projections, the assumptions underlyingthose projections and the methodology to be used in determining the exchange ratio for the AMID Common Unit consideration payable to the holders ofNon-Affiliated SXE Common Units. Southcross management also described to the SXE Conflicts Committee their due diligence efforts and findings to dateregarding AMID. Immediately following this meeting, the SXE Conflicts Committee and Mr. Biegler held a separate telephonic meeting also attended byrepresentatives of Jefferies and Akin Gump during which a representative of Akin Gump presented an overview of the terms and conditions of the draft MergerAgreement and a preliminary legal due diligence report based on the review undertaken by Akin Gump. The participants discussed various terms of the MergerAgreement, including the SXE Unitholder approvals required for the Merger Agreement, the SXE GP Board’s ability to change its recommendation to the SXEUnitholders, the cross-conditionality of the Merger Agreement and the Contribution Agreement and the circumstances under which SXE would be required to pay atermination fee to AMID under the Merger Agreement. The SXE Conflicts Committee requested that Akin Gump communicate with Locke Lord to discuss theMerger Agreement and deliver the SXE Conflicts Committee’s comments,

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including a request for Southcross Holdings to agree to reimburse SXE’s expenses, including the termination fee, if the merger were not completed as a result ofany action or inaction of Southcross Holdings.

Later on August 11, 2017, representatives of Akin Gump and Locke Lord met telephonically to discuss certain tax matters related to the proposed mergerand to discuss the Merger Agreement and certain comments from the SXE Conflicts Committee. Akin Gump proposed adding provisions to the Merger Agreementrequiring Southcross Holdings to reimburse SXE if SXE was required to reimburse AMID for transaction expenses or to pay the termination fee as contemplated inthe draft of the Merger Agreement and the cause for such payment was due to the action or inactions of Southcross Holdings or its controlling affiliates.

On the afternoon of August 11, 2017, Locke Lord prepared a list of material issues related to the drafts of the Contribution Agreement and MergerAgreement received on August 9, 2017, which included, among other items, the request that (i) the Merger Agreement be revised for the inclusion of (A) certaininterim covenants restricting AMID’s conduct during the interim period between signing and closing, and (B) exceptions to the non-solicitation provisions andflexibility for a material change in circumstances, and (ii) the representations and warranties contemplated in the Contribution Agreement be narrower in scope andnot apply broadly to SXE. Locke Lord discussed the material issues list with each of Akin Gump and Jones Day and then distributed the material issues list toGibson Dunn to aid in a planned conference call with Gibson Dunn to discuss the agreements.

Later on the afternoon of August 11, 2017, Locke Lord, Gibson Dunn, Jones Day, Akin Gump and Andrews Kurth Kenyon LLP (“Andrews Kurth”), counselto ArcLight Capital, met telephonically to discuss the drafts of Merger Agreement and the Contribution Agreement. Locke Lord discussed its previously providedmaterial issues list.

Also on the afternoon of August 11, 2017, Gibson Dunn distributed a proposed draft of the Support Agreement to Locke Lord, Akin Gump, and Jones Day.

On August 12, 2017, Akin Gump provided comments to the August 9, 2017 draft of the Merger Agreement that primarily related to the role of the SXEConflicts Committee. Akin Gump also provided desired language with respect to Southcross Holdings’ reimbursement obligations as discussed the prior day withLocke Lord.

On the afternoon of August 13, 2017, the A-II Special Committee met telephonically with representatives of Jones Day and TPH to discuss and consider theproposed transaction with AMID, including discussing with TPH financial considerations relevant to the A-II Holders on a standalone basis and a pro forma basis.

Also on August 13, 2017, the Holdings GP Board met telephonically with Southcross’ senior management, and representatives of Locke Lord and JonesDay. Locke Lord reviewed an issues list of key open points in the Gibson Dunn draft of the Contribution Agreement and markup of the Merger Agreement.Immediately following, the A-II Special Committee met telephonically with representatives of Jones Day and TPH to update TPH and to discuss material openissues with respect to the A-II Holders.

Also on August 13, 2017, Mr. Williamson sent Mr. Bourdon a markup of the August 8 Term Sheet which included comments related to the consideration toHoldings LP under the Contribution Agreement and to minority protections and governance provisions with respect to the AMID GP interest, a request for anadditional 500,000 series E preferred units, and changes to the contemplated lock-up periods of the AMID Common Units and series E preferred units.

On August 14, 2017, Mr. Williamson, Mr. Bourdon, Eric T. Kalamaras, Senior Vice President and Chief Financial Officer of AMID, and other members ofAMID management met in person at the offices of Locke Lord in Houston. Also in attendance at the meeting were representatives of Locke Lord and Gibson Dunn.The discussion at the meeting focused on proposed revisions to the August 8 Term Sheet and related negotiations with respect to the consideration to be receivedby Southcross Holdings in the transaction.

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Also on August 14, 2017 and August 16, 2017, the A-II Special Committee met telephonically with representatives of Jones Day and TPH to discuss andevaluate key terms and conditions as they related specifically to the A-II Holders.

On August 15, 2017, the Holdings GP Board held a telephonic meeting attended by members of Southcross’ senior management and representatives of theSponsors, Locke Lord and Jones Day. Representatives of Locke Lord reviewed the duties of Holdings GP Board and its obligations pursuant to the SouthcrossHoldings partnership agreement in connection with its consideration of the proposed transaction. Mr. Williamson then provided an update regarding the status ofnegotiations with AMID and the estimated timing toward execution of the transaction documents. Following the meeting, Mr. Williamson sent an email to theHoldings GP Board discussing the options for Southcross Holdings and the potential merits of the proposed transaction with AMID.

On the evening of August 15, 2017, Gibson Dunn sent a revised term sheet to Locke Lord, Akin Gump, Jones Day and Mr. Jameson (the “August 15 TermSheet”) that included new provisions requiring Southcross Holdings to indemnify AMID for certain litigation matters involving SXE.

On August 16, 2017, Locke Lord sent Gibson Dunn a revised draft of the Merger Agreement reflecting, among other items, the inclusion of the ability for theSXE GP Board to change its recommendation or terminate the Merger Agreement for a “superior proposal”, certain revisions to SXE’s and AMID’s interimoperating covenants, and the repayment of SXE’s credit facilities as a closing condition. Locke Lord also sent Gibson Dunn a revised draft of the ContributionAgreement. The revised draft, among other things, sought to limit the scope of SXE-level representations and warranties and Southcross Holdings-relatedindemnification obligations.

Also on August 16, 2017, Company D sent an unsolicited revised proposal to Mr. Williamson that provided for a cash investment by Company D inSouthcross Holdings in exchange for a 60% partnership interest in Southcross Holdings and an 85% membership interest in SXE GP. The revised proposalprovided for Southcross Holdings to then contribute $240 million of cash and $200 million of assets to SXE in exchange for newly issued SXE Common Units.Company D’s revised proposal assumed that the holders of Non-Affiliated SXE Common Units would own an approximately 9.9% limited partnership interest inSXE following the contemplated recapitalization. Mr. Williamson reviewed this proposal with certain members of the Holdings GP Board and it was deemed to beinferior to the proposed transaction with AMID.

On August 17, 2017, the SXE GP Board held a telephonic meeting also attended by members of Southcross’ senior management and representatives ofLocke Lord, Akin Gump, RBC Capital Markets and Jefferies. At the meeting, representatives of Locke Lord reviewed the duties of the SXE GP Board and itsobligations pursuant to the SXE Partnership Agreement in connection with its consideration of the proposed transactions. Mr. Williamson then advised the board ofthe status of the discussions with AMID, indicating that the transaction was proceeding at a slower pace than expected given the mechanics and complexity of theproposed transaction with two separate transactions for Southcross Holdings and SXE. Mr. Williamson discussed the SXE litigation matters for which SouthcrossHoldings may be required to indemnify AMID under the terms of the Contribution Agreement. Mr. Williamson further discussed the proposed timeline to signingand the delay in receiving AMID’s financial models.

On August 18, 2017, Messrs. Williamson, Allan, Bourdon and Kalamaras met in person at the offices of Locke Lord in Houston. A representative of LockeLord also attended the meeting. The parties discussed in particular the working capital analysis, transaction expense allocations and the August 15 Term Sheet as itrelated to the AMID GP interest and the AMID preferred units to be received by Southcross Holdings under the Contribution Agreement. During the discussion,AMID assigned specific transaction expense allocations between Southcross Holdings and SXE.

On the afternoon of August 18, 2017, the Holdings GP Board held a telephonic meeting with representatives of Locke Lord, Jones Day and RBC CapitalMarkets. Also in attendance were members of the Sponsors. At the meeting, Mr. Williamson provided an update of the ongoing discussions with AMID.

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On the evening of August 18, 2017, Gibson Dunn sent a draft exclusivity agreement to Locke Lord requesting that Southcross Holdings and SXE agree tonegotiate exclusively with AMID until 5:00 p.m. Houston time on September 18, 2017. Over the next day, Locke Lord, with review by Akin Gump, and GibsonDunn negotiated the terms of the exclusivity agreement which was executed on August 19, 2017.

On the afternoon of August 19, 2017, Gibson Dunn also distributed revised drafts of the Contribution Agreement and Merger Agreement to Locke Lord,Akin Gump and Jones Day. The revised Merger Agreement included provisions allowing the SXE GP Board to change its recommendation for a “designatedproposal” and, consistent with the prior drafts, for an intervening event (but did not allow SXE to terminate the Merger Agreement for such a designated proposal(a so-called “force-the-vote” concept)), certain revisions to SXE’s interim operating covenants and the elimination of certain proposed revisions to AMID’s interimoperating covenants. The revised draft of the Contribution Agreement maintained the scope of SXE-level representations and warranties and Southcross Holdings-related indemnification obligations.

On August 20, 2017, Locke Lord met telephonically with each of Akin Gump and Jones Day to discuss the revised drafts of the Merger Agreement and theContribution Agreement. Akin Gump stated that the proposed “force-the-vote” concept and limitation as to the types of agreements that would allow for the SXEGP Board to change its recommendation, among other terms of the Merger Agreement and the proposed merger, were still being evaluated by the SXE ConflictsCommittee. Later that afternoon, Locke Lord sent a revised draft of the Support Agreement to Gibson Dunn.

Subsequently that day, Deutsche Bank provided an updated version of AMID’s financial model to Southcross’ senior management, RBC Capital Markets,Jefferies and TPH.

On August 21, 2017, Locke Lord sent Gibson Dunn a revised list of key open items that had been prepared with input from Akin Gump. The issues listsfocused on certain interim covenants restricting each of Southcross’ and AMID’s conduct during the interim period between signing and closing under both theContribution Agreement and Merger Agreement, the representations and warranties contemplated in the Contribution Agreement with respect to SXE, certain taxmatters under the Contribution Agreement and Southcross Holdings’ indemnification obligations under the Contribution Agreement.

On August 22, 2017, Locke Lord and Gibson Dunn spoke regarding the August 19, 2017 drafts of the Merger Agreement and the Contribution Agreement.After the call, Locke Lord provided Gibson Dunn with a draft of the transaction expense allocation between SXE and Holdings. That day, Mr. Allan andMr. Kalamaras met telephonically to discuss AMID’s proposed financing arrangements for the transactions. Also on that day, Locke Lord and Gibson Dunndiscussed certain tax matters related to the Contribution Agreement.

On August 23, 2017, the A-II Special Committee held an in-person meeting at the offices of TPH in Houston with representatives of Jones Day and TPH. Atthe meeting, Jones Day provided a legal update regarding revised drafts of the transaction documents, TPH discussed financial considerations relevant to the A-IIHolders and the participants engaged in discussions regarding the merits of the Contribution and related transactions to the A-II Holders.

Also on August 23, 2017, the Holdings GP Board and the SXE GP Board met telephonically with members of Southcross’ senior management. Also presentat the meeting were representatives of the Sponsors, as well as representatives of Locke Lord, Akin Gump, Jones Day, RBC Capital Markets, TPH and Jefferies. Atthe meeting, representatives of Locke Lord reviewed the duties of the Holdings GP Board and the SXE GP Board and their respective obligations pursuant to theSouthcross Holdings partnership agreement and SXE Partnership Agreement, respectively, in connection with its consideration of the proposed transaction.Mr. Williamson then provided an update to the boards on the status of the transaction, including a proposed timeline. Mr. Williamson indicated that timing hadslipped given AMID’s financing needs for the transactions. At that meeting, Mr. Allan stated that AMID intended to send updated financial models to Jefferies andTPH later that evening.

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Additionally on August 23, 2017, the SXE Conflicts Committee held a telephonic meeting attended by Mr. Biegler and representatives of Akin Gump,during which they discussed the terms and conditions of the revised Merger Agreement and Contribution Agreement, including the cross-conditionality of thetransactions under the agreements, the proposed allocation of the transaction expenses between Southcross Holdings and SXE, deal protection terms in the MergerAgreement relating to the SXE GP Board’s ability to change its recommendation with respect to the proposed merger under certain circumstances, the “force-the-vote” concept, the scope of AMID’s obligation to repay SXE’s credit facilities and the status of the SXE Conflicts Committee’s proposal that Southcross Holdingsbe required to reimburse certain SXE expenses if the merger were not completed as a result of any action or inaction of Southcross Holdings. The participants alsodiscussed the post-closing indemnification obligations of Southcross Holdings and AMID and the status of Akin Gump’s review of PricewaterhouseCoopers’analysis of the potential tax implications of the merger transaction on the holders of Non-Affiliated SXE Common Units.

On August 24, 2017, Mr. Allan provided Jefferies with updated Southcross financial models reflecting updated commercial contract assumptions for use inits analysis of the transaction.

Between August 19, 2017 and August 26, 2017, Locke Lord continued to discuss the August 19, 2017 drafts of the Merger Agreement and ContributionAgreement with members of Southcross’ senior management, Akin Gump and Jones Day.

On August 25, 2017, Hurricane Harvey made landfall along the coast of Texas and proceeded to cause significant flooding and operational disruptions in theareas in which Southcross has operations and facilities. Consequently, on August 29, 2017, Mr. Jameson informed the Holdings GP Board and the SXE GP Board,as well as Jones Day and Akin Gump, that due to Hurricane Harvey, Southcross would be focused on an assessment of its operations, assets and employees and thatmatters related to the transactions with AMID would be delayed for several weeks.

On August 26, 2017 and August 30, 2017, Locke Lord sent revised drafts of the Merger Agreement, Contribution Agreement and other transactiondocuments to Gibson Dunn.

On August 29, 2017, Southcross engaged PricewaterhouseCoopers to analyze the tax considerations of the proposed transaction structure, evaluate theliabilities of Southcross and Southcross Holdings and review the tax implications of the contribution to AMID GP.

On August 30, 2017, Locke Lord sent Akin Gump a draft letter agreement (the “Letter Agreement”) providing for Southcross Holdings to reimburse SXE ifSXE was required to reimburse AMID for transaction expenses or to pay the termination fee as contemplated in the Merger Agreement and the cause for suchpayment was due solely to the action or inaction of Southcross Holdings or its controlling affiliates.

On September 1, 2017, the Holdings GP Board and the SXE GP Board held a telephonic meeting at which representatives of Locke Lord were in attendance.At the meeting, representatives of Locke Lord reviewed the duties of the Holdings GP Board and the SXE GP Board and their respective obligations pursuant to theSouthcross Holdings partnership agreement and SXE Partnership Agreement, respectively, in connection with its consideration of the proposed transaction.Mr. Williamson, together with Southcross’ operational management, then provided an update on the aftermath of Hurricane Harvey and its impact on the assets andoperations of Southcross. Mr. Williamson informed the boards that AMID had requested additional due diligence and site assessments in the aftermath of thehurricane.

On September 12, 2017 and on September 21, 2017, Mr. Bourdon, together with representatives of AMID, met with Southcross’ operational management toassess the impact of Hurricane Harvey on Southcross’ operations. Representatives of RBC Capital Markets and Deutsche Bank also attended these meetings.

On the morning of September 14, 2017, Mr. Williamson and Mr. Bourdon met in Houston at the offices of Locke Lord, at which meeting Mr. Bourdonprovided a revised term sheet (the “September 14 Term Sheet”) and

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explained that AMID was adjusting downward its valuation of Southcross Holdings and SXE. Mr. Bourdon stated that the reduced valuation was a result of thelower projections for the Eagle Ford shale region, lower rates or termination of SXE’s commercial contract renewals and AMID’s need for additional equity of atleast $50 million to $70 million for the contemplated financing given the significant amount of debt at Southcross Holdings and SXE required to be paid in fullupon a change of control of Southcross Holdings and/or SXE.

Later that evening, Mr. Bourdon delivered to Mr. Williamson the revised term sheet providing that the amount of AMID Common Units to be received bySouthcross Holdings would be the number of AMID Common Units equal to $170 million, subject to certain adjustments for cash, indebtedness, working capitaland transaction expenses contemplated by the Contribution Agreement, divided by the AMID Reference Price of $13.69 (equal to a $73 million reduction from theAugust 8 Term Sheet). The September 14 Term Sheet did not include any changes to the series E preferred unit consideration or AMID GP consideration amountsto Southcross Holdings as set forth in the August 8 Term Sheet. The consideration to the holders of Non-Affiliated SXE Common Units would remain linked to a10% premium to the exchange ratio of the 20-trading day VWAPs of AMID and SXE Common Units.

On September 14, 2017, Mr. Jameson sent the September 14 Term Sheet to the Holdings GP Board, the SXE GP Board, Locke Lord, Akin Gump, JonesDay, TPH and Jefferies.

On the morning of September 15, 2017, the Holdings GP Board and the SXE GP Board held a joint telephonic meeting. In attendance at the meeting weremembers of Southcross’ senior management and representatives of the Sponsors, Locke Lord and RBC Capital Markets. At the meeting, representatives of LockeLord reviewed the duties of the Holdings GP Board and the SXE GP Board and their respective obligations pursuant to the Southcross Holdings partnershipagreement and SXE Partnership Agreement, respectively, in connection with its consideration of the proposed transaction. Mr. Williamson then provided an updateon the status of the transactions, informing the boards that representatives of AMID had made site visits to Southcross’ operations impacted by and/or in the path ofHurricane Harvey. Mr. Williamson discussed the September 14 Term Sheet and AMID’s stated reason for the significant reduction in consideration to SouthcrossHoldings. The boards discussed Southcross’ other options, financing considerations for AMID, updated financial models and transaction documentation processes.

In the early afternoon of September 15, 2017, Gibson Dunn sent Mr. Williamson and Locke Lord the August 19, 2017 drafts of the Merger Agreement andContribution Agreement that AMID believed better reflected AMID’s position with respect to the transaction than Locke Lord’s August 26, 2017 drafts.

In addition, in the early afternoon of September 15, 2017, members of Southcross’ senior management provided the Holdings GP Board and the SXE GPBoard with an update on RBC Capital Markets’ communications with Deutsche Bank regarding the September 14 Term Sheet and AMID’s timeline on financing.RBC Capital Markets indicated that Deutsche Bank had informed RBC Capital Markets that AMID’s stated reasoning for the reduction in its proposed purchaseprice was due to a recalculation of Southcross’ EBITDA, resulting in a decline in Southcross’ EBITDA of up to $12 million based on an assessment of certaincontract terms, contract renewals and contract terminations.

On September 16, 2017, Mr. Allan provided Jefferies with estimated EBITDA and capital expenditure impacts to Southcross Holdings and SXE as a result ofHurricane Harvey. On September 18, 2017, Mr. Allan subsequently provided Jefferies with updated Southcross financial models that incorporated the impacts ofHurricane Harvey for use in its analysis of the transaction.

Also on September 18, 2017, Jason Downie, a director of Holdings GP and Managing Partner at Tailwater, met telephonically with John F. Erhard, a directorof AMID GP and a partner at ArcLight Capital, to discuss the September 14 Term Sheet.

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On September 19, 2017, the Holdings GP Board, together with representatives of the Sponsors, met telephonically with members of Southcross’ seniormanagement. Also in attendance at the meeting were representatives of RBC Capital Markets and Locke Lord. Mr. Downie updated the board on his discussionswith Mr. Erhard, which focused on the reduction in the proposed consideration to Southcross Holdings, the ability for the limited partners of Southcross Holdingsto transfer their securities after the expiration of various restrictive periods and governance and minority protection rights related to the AMID GP interests to bereceived by Southcross Holdings under the Contribution Agreement. Representatives of RBC Capital Markets then updated the Holdings GP Board regardingAMID’s financing process.

Between September 19, 2017 and September 20, 2017, Mr. Downie and Mr. Erhard continued to negotiate the September 14 Term Sheet.

On the afternoon of September 20, 2017, Mr. Downie received a revised term sheet (the “September 20 Term Sheet”) from Mr. Erhard which was distributedto members of Southcross’ senior management and representatives of the Sponsors and RBC Capital Markets. The September 20 Term Sheet provided for a$10 million increase to the consideration to Southcross Holdings such that the amount of AMID Common Units to be received by Southcross Holdings would bethe number of AMID Common Units equal to $180 million, subject to certain adjustments for cash, indebtedness, working capital and transaction expensescontemplated by the Contribution Agreement, divided by the AMID Reference Price of $13.69 (equal to a $63 million reduction in consideration compared to theAugust 8 Term Sheet). In addition to the 4.5 million series E preferred units and the 15% sharing percentage interest in AMID GP that had been contemplatedunder the Contribution Agreement, Southcross Holdings would also receive a three-year option to purchase 4.5 million AMID Common Units at an exercise priceof $18.50 per unit. The September 20 Term Sheet adjusted the consideration to the public unitholders of SXE downward to reflect a 10% discount to the exchangeratio of the 20-trading day VWAPs of AMID and SXE Common Units as of September 14, 2017, establishing a fixed exchange ratio of 0.159 of an AMIDCommon Unit per SXE Common Unit. The September 20 Term Sheet continued to provide for Southcross Holdings’ indemnification of AMID for certainlitigation matters at SXE and noted that the holders of Non-Affiliated SXE Common Units would benefit from expected immediate quarterly cash distributions onthe AMID Common Units received in the merger and AMID’s post-merger leverage would be meaningfully lower than SXE’s then current leverage.

On the afternoon of September 21, 2017, Locke Lord sent revised drafts of the Merger Agreement and Contribution Agreement to Gibson Dunn, Akin Gumpand Jones Day. In addition, Locke Lord provided a list of key open items.

Also on that day, the SXE Conflicts Committee held a telephonic meeting, also attended by Mr. Biegler and representatives of Akin Gump, to discuss theSeptember 20 Term Sheet and the process by which the terms of the transaction were being negotiated solely between AMID and Southcross Holdings. At the endof the meeting, the SXE Conflicts Committee determined to request a meeting with representatives of Southcross Holdings to discuss the September 20 Term Sheetand related negotiations, and to schedule a meeting to be attended by representatives of Jefferies to discuss the latest financial information available regarding SXEand AMID.

On the evening of September 21, 2017, Locke Lord and Gibson Dunn continued discussions on the agreements and material issues list.

On the morning of September 22, 2017, the Holdings GP Board held a telephonic meeting attended by representatives of Locke Lord to discuss thenegotiations between Mr. Downie and Mr. Erhard during the prior 48 hours. Mr. Downie stated that since the sale process began, SXE’s unit value had decreasedby approximately 33% and AMID’s unit price had decreased by a similar amount. He stated that because the September 20 Term Sheet reflected a fixed exchangeratio, Mr. Downie believed that SXE’s unitholders were effectively receiving the same consideration as originally had been contemplated when the terms of theexchange ratio reflected a 10% premium. The Holdings GP Board agreed that the downward adjustment to the purchase price should be borne by

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both Southcross Holdings and SXE in part because of (i) Southcross Holdings’ indemnification obligations to AMID under the Contribution Agreement forrepresentations and warranties regarding SXE, (ii) Southcross Holdings’ indemnification obligations to AMID under the Contribution Agreement for certainoutstanding SXE litigation matters and (iii) Southcross Holdings’ obligation to bear certain SXE transaction costs under the terms of the Contribution Agreement.Specifically, Southcross Holdings’ indemnification obligations had been expanded to cover SXE’s potential litigation risk for certain specified litigation involvingSXE and certain other pending or future liabilities stemming from Southcross Holdings’ indemnification obligations to AMID under the Contribution Agreementfor representations and warranties regarding SXE.

On the afternoon of September 22, 2017, the SXE Conflicts Committee held a telephonic meeting attended by Mr. Williamson and Mr. Jameson, as membersof Southcross’ senior management, and representatives of Akin Gump and Jefferies, in order for Mr. Williamson to update the SXE Conflicts Committee regardingthe September 20 Term Sheet and the status of negotiations between AMID and Southcross Holdings. During the meeting, Mr. Williamson informed theparticipants that the Holdings GP Board intended to recommend extending the term of the exclusivity agreement between AMID and Southcross Holdings, subjectto the agreement of the SXE GP Board. After Mr. Williamson and Mr. Jameson left the meeting, the remaining participants discussed the September 20 Term Sheetand determined to request an in-person meeting with representatives of Southcross Holdings to discuss the terms of the September 20 Term Sheet, the negotiationprocess and the SXE Conflicts Committee’s desire to have input into the negotiation process.

On September 25, 2017, AMID, Southcross Holdings and SXE executed an amendment to the exclusivity agreement to extend the exclusivity period toOctober 6, 2017.

On September 26, 2017, Mr. Pinkerton and Mr. Caruso of the SXE Conflicts Committee and Mr. Biegler met in person with Mr. Williamson and EdwardHerring, a representative of Tailwater, at Tailwater’s offices in Dallas, in response to the SXE Conflicts Committee’s request to discuss the terms of theSeptember 20 Term Sheet and the relative change in the value of the consideration proposed to be paid to the holders of Non-Affiliated SXE Common Units ascompared to AMID’s prior proposals. During the meeting, Mr. Herring presented Tailwater’s views on the decreases to the consideration proposed to be paid byAMID under the September 20 Term Sheet and referred to the fact that Southcross Holdings would be responsible for certain transaction costs and certainindemnification obligations with respect to SXE, as well as changing business conditions at SXE. The SXE Conflicts Committee members expressed their concernthat, under the September 20 Term Sheet, the holders of Non-Affiliated SXE Common Units would receive as consideration a number of AMID Common Unitsbased on an exchange ratio reflecting a discount to the then-current market value of the SXE Common Units. The SXE Conflicts Committee expressed its view thatthe next steps for the transaction should involve a negotiation between the SXE Conflicts Committee and Southcross Holdings regarding the allocation of theconsideration proposed to be paid by AMID in order to offer a premium to the holders of Non-Affiliated SXE Common Units.

On September 28, 2017, the Holdings GP Board created a special committee consisting of Mark Cox, Jason Downie and Randall Wade (the “HoldingsSpecial Committee”) to consider and negotiate with the SXE Conflicts Committee the economic terms between Southcross Holdings and SXE with respect to theconsideration contemplated in the September 20 Term Sheet.

Also on September 28, 2017, Gibson Dunn distributed revised drafts of the Contribution Agreement, Merger Agreement, and other transaction documents.The revised draft of the Contribution Agreement no longer required AMID to have committed financing prior to the execution of the transaction documents.

On October 2, 2017, Messrs. Williamson, Allan and Downie met with Messrs. Bourdon, Kalamaras and Erhard at ArcLight Capital’s offices in Boston andby teleconference. In attendance at the meeting were representatives of Deutsche Bank and RBC Capital Markets. At the meeting, the participants discussedAMID’s financing alternatives and the state of the debt and equity capital markets.

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Also on October 2, 2017, Company D provided an unsolicited revised proposal to Mr. Williamson under which Company D would acquire the Robstownfractionator and certain other assets from Southcross Holdings for cash consideration of $300 million and enter into a NGL purchase contract with SXE. Inaddition, the proposal provided that Company D would pay off the indebtedness at Southcross Holdings. It also assumed Southcross Holdings would drop down itsremaining assets to SXE and make a large equity infusion into SXE. Given its exclusivity agreement with AMID, Southcross did not engage in discussions withCompany D regarding its proposal, but Southcross senior management subsequently reviewed such proposal with the Holdings GP Board on October 6, 2017.

On the afternoon of October 3, 2017, management of AMID and management of Southcross met at the offices of Locke Lord in Houston to continuenegotiations on the transaction documents. Also in attendance at the meeting were representatives of Locke Lord and Gibson Dunn.

On October 4, 2017 and October 5, 2017, representatives of Locke Lord and Gibson Dunn continued to negotiate the terms of the Contribution Agreement,Merger Agreement and other transaction documents.

On the afternoon of October 5, 2017, Mr. Williamson and Mr. Bourdon had a call to continue the negotiations on the terms of the Southcross Holdingstransaction. During this call, Mr. Bourdon indicated that Gibson Dunn would be sending a proposed amendment to the exclusivity agreement with AMID extendingthe exclusivity period to October 20, 2017.

In the early afternoon of October 6, 2017, the Holdings GP Board met telephonically with members of Southcross’ senior management, along withrepresentatives of the EIG Sponsors, Locke Lord and RBC Capital Markets for an update on the transaction. At this meeting, the materials that previously had beenprovided to the Holdings GP Board regarding Company D’s proposal to purchase the Robstown fractionator and certain other assets from Southcross Holdings anda comparison to the proposed transaction with AMID were discussed. Mr. Williamson noted that the key takeaway of the standalone case of selling only theRobstown fractionator and certain other assets to Company D was that it assumed a large equity infusion potentially on financial terms that would dilute both theholders of Non-Affiliated SXE Common Units as well as the limited partners of Southcross Holdings. Further, Mr. Williamson noted that Company D’s proposallacked any private equity support and still had significant execution risk. The Holdings GP Board requested that the assumptions regarding a required equityinfusion and the ability of Southcross Holdings and SXE to continue to operate as standalone entities be further reviewed. Mr. Downie then reviewed the materialopen business points in the Contribution Agreement and Merger Agreement, including the indemnity provisions, the preferred unit terms, closing conditions,materiality thresholds in the bringdown of the representations and warranties and the reverse termination fee. The Holdings GP Board directed Mr. Williamson andMr. Downie to continue to negotiate with management of AMID and ArcLight Capital.

Further, the Holdings GP Board determined that Company D’s proposal was not a compelling alternative proposal given, among other things, the need torenegotiate the underlying commercial contracts with SXE, uncertain financing, structural aspects and lack of private equity support. The Holdings GP Board alsoapproved, contingent upon satisfactory agreement on the open business and legal points, to extend exclusivity with AMID for another two weeks.

On the afternoon of October 6, 2017, Gibson Dunn circulated a second amendment to the AMID exclusivity agreement to extend the AMID exclusivityperiod to October 20, 2017.

Over the weekend of October 7-8, 2017, Mr. Williamson and Mr. Downie held a series of telephonic meetings with Mr. Bourdon and Mr. Erhard to negotiatethe terms of the transactions. During this time, AMID agreed to a $17 million reverse termination fee if the Contribution Agreement is terminated because ofAMID’s

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failure to secure financing, as well as an increase of consideration of $6 million to Southcross Holdings under the Contribution Agreement such that the amount ofAMID Common Units received by Southcross Holdings would be a number of AMID Common Units equal to $186 million, subject to certain adjustments for cash,indebtedness, working capital and transaction expenses contemplated by the Contribution Agreement, divided by the AMID Reference Price of $13.69. AMIDstated that the upward adjustment reflected a portion of the savings to AMID of not securing committed financing prior to the execution of the ContributionAgreement.

On October 9, 2017, Mr. Kalamaras and Mr. Williamson, together with representatives of Gibson Dunn and Locke Lord, met in person at the offices ofLocke Lord in Houston to further negotiate the transaction documents. Following the meeting, AMID, Southcross Holdings and SXE executed the secondamendment to the exclusivity agreement extending the exclusivity period to October 20, 2017.

On the afternoon of October 9, 2017, the Holdings GP Board held a telephonic meeting. Present at the meeting were representatives of Locke Lord and RBCCapital Markets. Mr. Williamson summarized the discussions with Mr. Bourdon and Mr. Erhard over the weekend and the negotiations earlier that day in Houston.Mr. Williamson informed the Holdings GP Board that AMID and ArcLight Capital had agreed to an upward adjustment to the proposed consideration toSouthcross Holdings by $6 million with no change to the contemplated interest in AMID GP or with respect to the options. The options were now confirmed to befour-year options from the date of closing (and not three years as previously provided in the September 20 Term Sheet). Further, the parties agreed to a reversetermination fee of $17 million under certain specified circumstances. The parties agreed on a deadline for completion of the transaction, and the indemnificationamount and period. Mr. Williamson also clarified that the terms of the preferred units had been agreed upon.

On October 10, 2017, the SXE Conflicts Committee held a telephonic meeting attended by Mr. Biegler, members of Southcross senior management andrepresentatives of Akin Gump. At the meeting, Mr. Williamson updated the participants on the status of negotiations between AMID and Southcross Holdings,including AMID’s financing options and the potential for a reverse termination fee to be paid by AMID, as well as an unsolicited proposal that SouthcrossHoldings had received from Company D for certain of Southcross Holdings’ assets. The participants further discussed the terms of the proposed transaction,including Southcross Holdings’ indemnification obligations under the Contribution Agreement and certain of SXE’s ongoing litigation matters and SouthcrossHoldings’ potential obligations to reimburse SXE for certain transaction expenses, as well as the status of PricewaterhouseCoopers’ analysis of the potential taximplications of the proposed transaction on the holders of Non-Affiliated SXE Common Units. Mr. Williamson and Mr. Jameson also updated the SXE ConflictsCommittee in relation to certain SXE litigation matters.

Later on October 10, 2017, Mr. Downie, as Chair of the Holdings Special Committee, delivered to Mr. Pinkerton, as Chair of the SXE Conflicts Committee,a proposal to SXE to increase the amount of consideration to the holders of Non-Affiliated SXE Common Units from that set forth in the September 20 Term Sheet.The Holdings Special Committee proposed that, in lieu of a fixed exchange ratio of 0.159 which would result in a 1.9% discount to the market price of SXECommon Units based on the 20-trading day VWAPs of AMID and SXE Common Units as of October 9, 2017, Southcross Holdings would agree to reduce theportion of the consideration payable to Southcross Holdings in AMID Common Units under the Contribution Agreement so that the holders of Non-Affiliated SXECommon Units would receive AMID Common Units equal in value to the market price for SXE Common Units as of October 9, 2017, based on the 20-trading dayVWAPs of AMID and SXE Common Units as of that date, thereby establishing a fixed exchange ratio of 0.162 of an AMID Common Unit for each outstandingSXE Common Unit. In addition, the proposal from the Holdings Special Committee indicated that, in consideration for providing the support described above andfor the ongoing support for SXE’s credit facility, Southcross Holdings would retain the reverse termination fee should the transaction not close for any reason thattriggered its payment, but that Southcross Holdings would reimburse SXE for its actual out-of-pocket expenses related to the proposed transaction.

On October 11, 2017, the SXE Conflicts Committee held a telephonic meeting attended by Mr. Biegler, members of Southcross’ senior management, andrepresentatives of Jefferies and Akin Gump to discuss the

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proposal that the SXE Conflicts Committee had received from the Holdings Special Committee. After Southcross’ senior management left the meeting, theremaining participants continued to discuss the proposal and the transaction generally, including the potential benefits of the proposed merger to the holders ofNon-Affiliated SXE Common Units, the proposed exchange ratio, and a comparison of the proposed merger to the status quo. Based on its review andconsideration of the Holdings Special Committee’s proposal, the SXE Conflicts Committee determined to respond to the Holdings Special Committee to proposean alternative allocation of the consideration between Southcross Holdings and the holders of Non-Affiliated SXE Common Units, which allocation providedadditional consideration to the holders of Non-Affiliated SXE Common Units.

On the evening of October 11, 2017, Mr. Pinkerton, as Chair of the SXE Conflicts Committee, sent Mr. Downie, as Chair of the Holdings SpecialCommittee, a counterproposal providing that the holders of Non-Affiliated SXE Common Units receive as consideration a number of AMID Common Units basedon an exchange ratio reflecting an 8% premium to the market value of SXE Common Units determined using the 20-trading day VWAPs of AMID and SXECommon Units as of the market close on the trading day before the public announcement of the proposed merger.

On October 12, 2017, representatives of Locke Lord met telephonically with representatives of Akin Gump to discuss the status of the transactiondocuments. On that same day, representatives of Locke Lord met telephonically with representatives of Jones Day to discuss certain process issues and the status ofthe transactions.

Also on October 12, 2017, AMID delivered updated AMID financial projections to Southcross. Mr. Allan subsequently delivered those projections toJefferies, TPH and RBC Capital Markets.

On October 13, 2017, the Holdings GP Board held a telephonic meeting attended by members of Southcross’ senior management and representatives ofLocke Lord and RBC Capital Markets to discuss the status of the transaction documents and negotiations.

Also on October 13, 2017, Mr. Downie, as Chair of the Holdings Special Committee, sent to Mr. Pinkerton, as Chair of the SXE Conflicts Committee, aresponse to the counterproposal received on October 11, 2017. The Holdings Special Committee proposed that the holders of Non-Affiliated SXE Common Unitsreceive a number of AMID Common Units based on a fixed exchange ratio reflecting a 4% premium determined using the 20-trading day VWAPs of AMID andSXE Common Units as of the market close on the trading day before public announcement of the proposed merger.

On that same day, Locke Lord sent Gibson Dunn, Andrews Kurth, Akin Gump and Jones Day revised drafts of the Merger Agreement, ContributionAgreement, Support Agreement, and related transaction documents.

Later on October 13, 2017, the SXE Conflicts Committee held a telephonic meeting also attended by representatives of Jefferies and Akin Gump. At themeeting, the SXE Conflicts Committee discussed the counterproposal received from the Holdings Special Committee earlier that day and the potential benefits ofthe proposed merger to SXE and the holders of Non-Affiliated SXE Common Units. The SXE Conflicts Committee also considered whether to make a furthercounterproposal to the Holdings Special Committee and requested that a representative of Jefferies follow-up with Mr. Downie, as Chair of the Holdings SpecialCommittee, to discuss the Holdings Special Committee’s counterproposal.

On October 14, 2017, a representative of Jefferies spoke by telephone with Mr. Downie about the Holdings Special Committee’s October 13, 2017counterproposal. The representative of Jefferies then reported to Mr. Pinkerton regarding his conversation with Mr. Downie. Mr. Pinkerton then reportedtelephonically to the other members of the SXE Conflicts Committee about the Jefferies representative’s conversation with Mr. Downie regarding the HoldingsSpecial Committee’s October 13, 2017 counterproposal.

Later on October 14, 2017, Mr. Pinkerton, as Chair of the SXE Conflicts Committee, sent by email to Mr. Downie, as Chair of the Holdings SpecialCommittee, a subsequent counterproposal to the Holdings Special

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Committee’s response on October 13, 2017. The SXE Conflicts Committee proposed that the holders of Non-Affiliated SXE Common Units receive a number ofAMID Common Units based on a fixed exchange ratio reflecting a 6% premium determined using the 20-trading day VWAPs of AMID and SXE Common Unitsas of the market close on the trading day before the public announcement of the proposed merger.

On October 15, 2017, Mr. Downie, as Chair of the Holdings Special Committee, delivered a response to Mr. Pinkerton, as Chair of the SXE ConflictsCommittee, to the SXE Conflicts Committee’s subsequent counterproposal of October 14, 2017. The Holdings Special Committee proposed that the holders ofNon-Affiliated SXE Common Units receive a number of AMID Common Units based on a fixed exchange ratio representing a 5% premium determined using the20-trading day VWAPs of AMID and SXE Common Units as of the market close on the trading day before the public announcement of the proposed merger.

On the morning of October 16, 2017, the SXE Conflicts Committee held a telephonic meeting attended by Mr. Biegler and representatives of Jefferies andAkin Gump. At the meeting, the participants discussed the terms of the counterproposal received from the Holdings Special Committee the prior day, including theproposal to determine the exchange ratio using a 5% premium to the exchange ratio of the 20-trading day VWAPs of SXE and AMID Common Units, as of thetrading day prior to announcement of the proposed merger, compared to the 10% discount to the exchange ratio of the 20-trading day VWAPs of AMID and SXECommon Units as of September 14, 2017 that was proposed at the time of the September 20 Term Sheet. The participants also considered the undertakings bySouthcross Holdings to AMID under the transaction, including obligations to indemnify AMID for certain outstanding litigation at SXE and breaches ofrepresentations and warranties regarding SXE and an obligation to bear certain SXE-related transaction costs, as well as the potential benefits of the proposedmerger to SXE and the holders of Non-Affiliated SXE Common Units, including relative to the status quo. In addition, the participants discussed the status ofPricewaterhouseCoopers’ analysis of the potential tax implications of the merger transaction on the holders of Non-Affiliated SXE Common Units. The SXEConflicts Committee agreed to respond to the Holdings Special Committee by accepting its counterproposal for determining the exchange ratio for the AMIDCommon Units offered to the holders of Non-Affiliated SXE Common Units, subject to agreement on final transaction documentation, receipt of information fromAMID to enable PricewaterhouseCoopers to complete its tax analysis and expeditious signing of the proposed definitive transaction documents.

Also on October 16, 2017, the A-II Special Committee met with representatives of TPH telephonically and in-person with Mr. Williamson and Mr. Allan inTPH’s offices in Houston to discuss financial considerations relevant to the A-II Holders of a standalone case and the merits of the proposed transaction withrespect to the A-II Holders. A significant concern to the A-II Holders in the standalone case was the potential for a default of SXE’s debt to cause a cross default ofSouthcross Holdings’ debt.

Later that same day, Mr. Pinkerton, as Chair of the SXE Conflicts Committee, responded to Mr. Downie, as Chair of the Holdings Special Committee,stating that the SXE Conflicts Committee acknowledged that Southcross Holdings would undertake certain obligations to (i) indemnify AMID for certainoutstanding litigation at SXE, (ii) indemnify AMID for breaches of representations and warranties regarding SXE and (iii) bear certain SXE-related transactioncosts. As such, the SXE Conflicts Committee, after consultation with its financial and legal advisors, determined that the Holdings Special Committee’sOctober 15, 2017 proposal that the holders of Non-Affiliated SXE Common Units receive a number of AMID Common Units based on a fixed exchange ratioreflecting a 5% premium determined using the 20-trading day VWAPs of AMID and SXE Common Units as of the market close on the trading day before publicannouncement of the proposed merger was acceptable, subject to final documentation, receipt of requested AMID tax information and expeditious signing ofdefinitive transaction documents.

Also on October 16, 2017, Locke Lord sent Akin Gump a revised draft of the Letter Agreement, updated to reflect that as an acknowledgment by SXE ofSouthcross Holdings’ obligations to AMID under the Contribution Agreement with respect SXE and its subsidiaries, including for breaches of representations andwarranties

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regarding SXE and its subsidiaries, Southcross Holdings would be entitled to the full amount of any reverse termination fee received under the ContributionAgreement, and Southcross Holdings would reimburse SXE for all out-of- pocket expenses reasonably incurred by SXE or its subsidiaries in connection with theLetter Agreement or the Merger Agreement.

On October 17, 2017, Gibson Dunn distributed revised drafts of the Merger Agreement and certain other agreements contemplated by the ContributionAgreement. The revised draft of the Merger Agreement reflected a revision to SXE’s interim operating covenants and further narrowing of the exceptions to thematerial adverse effect definition.

Also on October 17, 2017, the SXE Conflicts Committee held a telephonic meeting attended by Mr. Biegler and representatives of Jefferies and Akin Gump.At the meeting, Jefferies presented to the SXE Conflicts Committee its preliminary financial analyses of the proposed exchange ratio based on the most recentlyreceived proposals from AMID and the Holdings Special Committee. The participants also discussed matters relating to the proposed transaction, including thefinancial condition of SXE, the outcome of PricewaterhouseCoopers’ tax analysis and the status of the transaction documents.

Following the meeting on October 17, 2017, at the request of the SXE Conflicts Committee, Akin Gump sent a markup of the Letter Agreement providingthat SXE would be reimbursed for all fees and expenses of legal counsel, accountants, investment bankers and consultants retained by SXE or the SXE ConflictsCommittee, without a reasonableness qualification, in the event that Southcross Holdings received payment of the reverse termination fee under the ContributionAgreement.

Additionally on October 17, 2017, Gibson Dunn distributed a revised draft of the Contribution Agreement to Locke Lord, Akin Gump, Jones Day andAndrews Kurth.

On the afternoon of October 17, 2017, the Holdings GP Board held a telephonic meeting with representatives of PricewaterhouseCoopers, Locke Lord, JonesDay and TPH to discuss the tax impact of the Contribution Agreement and related transactions to Southcross Holdings. Immediately following, the A-II SpecialCommittee met telephonically with representatives from Jones Day and TPH during which the A-II Special Committee discussed the tax impacts relatedspecifically to the A-II Holders.

On the evening of October 17, 2017, management of Southcross and management of AMID held a telephonic meeting. Present telephonically at the meetingwere representatives of Deutsche Bank, Locke Lord, Gibson Dunn and RBC Capital Markets. At this meeting, Southcross and AMID management confirmed thefinancial models uploaded to the AMID data room on October 12, 2017 would be used for purposes of the transaction.

On October 18, 2017, Andrews Kurth, Locke Lord, Akin Gump, Jones Day, and Gibson Dunn continued negotiations on the Contribution Agreement andrelated agreements.

On the morning of October 19, 2017, Mr. Williamson and Mr. Kalamaras discussed via phone certain terms of the restrictions on the series E preferred unitsand AMID Common Units to be received by Southcross Holdings under the terms of the Contribution Agreement. Later that same day, Mr. Downie spoketelephonically with Mr. Erhard regarding open issues on the Contribution Agreement. Mr. Erhard proposed to send a response the following day.

Later on October 19, 2017, Locke Lord sent a revised draft of the Letter Agreement to Akin Gump rejecting the changes that had removed thereasonableness qualification on the expense reimbursement obligations.

On the morning of October 20, 2017, the SXE GP Board held a telephonic meeting attended by members of Southcross’ senior management andrepresentatives of Locke Lord at which Mr. Williamson provided an update

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on the status of the negations with AMID and Mr. Downie provided an update on discussions with ArcLight Capital. Representatives of Locke Lord reviewed theduties of the SXE GP Board and its obligations pursuant to the SXE Partnership Agreement in connection with its consideration of the proposed transactions.

Also on October 20, 2017, Locke Lord requested additional due diligence from AMID related to a leak and related spill on a producer system upstream of theDelta House floating production facility that occurred on October 14, 2017. Later that same day, members of Southcross’ senior management and Mr. Kalamarasmet telephonically to continue due diligence discussions related to certain disclosure schedules to the Merger Agreement and Contribution Agreement.

Additionally on October 20, 2017, Mr. Bourdon called Mr. Williamson to provide an update on the status of negotiations on the Contribution Agreement(including the escrow of funds for indemnification purposes and financing terms). Later that afternoon, Gibson Dunn sent a third amendment to the exclusivityagreement to extend the AMID exclusivity period to October 30, 2017.

On October 21, 2017, at the request of the SXE Conflicts Committee, Akin Gump sent Locke Lord a revised draft of the Letter Agreement requesting thatSouthcross Holdings reconsider its rejection of the SXE Conflicts Committee request that SXE be reimbursed under the Letter Agreement for all fees and expensesof legal counsel, accountants, investment bankers and consultants retained by SXE or the SXE Conflicts Committee, without a reasonableness qualification, in theevent that Southcross Holdings received payment of the reverse termination fee under the Contribution Agreement or in the event that the Merger Agreement wereterminated solely as a result of any action or inaction of Southcross Holdings or its controlling affiliates.

On the afternoon of October 21, 2017, Gibson Dunn sent a revised draft of the Contribution Agreement and other related transaction documents to LockeLord, Akin Gump, Jones Day and Andrews Kurth.

On October 22, 2017, Gibson Dunn distributed to Locke Lord, Akin Gump, Jones Day, and Andrews Kurth revised drafts of the LP Agreement and a draft ofthe Escrow Agreement. Later that evening, Mr. Williamson discussed the transaction with the A-II Special Committee.

On the afternoon of October 23, 2017, Mr. Downie and Mr. Erhard held a telephonic conference call to discuss the remaining open business items. Later thatevening, representatives of Gibson Dunn called representatives of Locke Lord to inform them that they would be sending a revised draft of the ContributionAgreement to reflect the negotiations between Mr. Downie and Mr. Erhard.

On October 23, 2017, Locke Lord sent a revised Letter Agreement to Akin Gump accepting changes proposed by the SXE Conflicts Committee. In addition,Locke Lord sent a revised draft of the Merger Agreement to Gibson Dunn, Akin Gump, Jones Day, and Andrews Kurth reflecting a change in SXE’s interimoperating covenant obligations.

Also on October 23, 2017, Locke Lord and Gibson Dunn met telephonically to discuss the escrow of the AMID Common Units and the series E preferredunits to be received by Southcross Holdings under the terms of the Contribution Agreement and certain tax implications that may result from various escrowstructures, given that all such units would be entirely held in escrow or otherwise restricted due to Southcross Holdings’ indemnification obligations to AMIDregarding SXE.

Additionally on October 23, 2017, the A-II Special Committee met telephonically with representatives of Jones Day and TPH. Jones Day updated the A-IISpecial Committee on key open legal issues, TPH discussed financial considerations relevant to the A-II Holders and the participants discussed the merits of thetransaction with respect to the A-II Holders.

On October 25, 2017, Southcross Holdings, SXE and AMID entered into the third amendment to the exclusivity agreement extending the AMID exclusivityperiod to October 30, 2017.

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Also on October 25, 2017, Gibson Dunn sent a revised draft of the Contribution Agreement to Locke Lord and Andrews Kurth reflecting the October 23,2017 negotiations between Mr. Downie and Mr. Erhard.

On October 26, 2017, the SXE Conflicts Committee held a telephonic meeting attended by members of Southcross’ senior management and representativesof Akin Gump, Jefferies and Locke Lord, at which Southcross’ senior management updated the participants on the status of the negotiations on and documentationfor the proposed transaction with AMID.

Additionally, on October 26, 2017, Mr. Downie and Mr. Kalamaras had a telephonic meeting to discuss the potential combination with Southcross.Mr. Downie and Mr. Kalamaras discussed high-level synergies between Southcross and AMID, Southcross social and corporate governance issues and thelikelihood of Southcross remaining a going concern or standalone entity.

On October 27, 2017, Gibson Dunn conducted a series of due diligence calls with Mr. Jameson and SXE’s outside legal counsel handling certain litigationmatters for SXE, and Locke Lord distributed a revised draft of the Contribution Agreement. On that same day, members of AMID senior management mettelephonically with members of Southcross’ senior management and representatives of Locke Lord and RBC Capital Markets to provide an update on mattersrelated to the Delta House floating production facility leak and related spill that occurred on October 14, 2017. Over the next several days, Mr. Jameson continuedto provide representatives of Gibson Dunn additional due diligence information related to certain of SXE’s litigation matters.

On October 30, 2017, Mr. Pinkerton, the Chair of the SXE Conflicts Committee, spoke with representatives of Akin Gump and Southcross’ seniormanagement regarding timing considerations relating to potential SXE Conflicts Committee approval of the final terms of the proposed merger and timing for areview of Jefferies’ financial analyses of the Exchange Ratio pursuant to the Merger Agreement. The SXE Conflicts Committee members then spoke telephonicallyand agreed to use the 20-trading day VWAPs of AMID and SXE Common Units determined at the market close on October 30, 2017 in determining the ExchangeRatio for the proposed merger, in the event that the definitive transaction documents were approved and signed on October 31, 2017, with announcement to followthe next morning.

On the evening of October 30, 2017, Mr. Williamson and Mr. Jameson, together with a representative of the Sponsors, held a telephonic conference call withMr. Bourdon to discuss the remaining open items in the drafts of the Contribution Agreement and Merger Agreement that had been distributed by Gibson Dunn onOctober 29, 2017. Later on October 30, Mr. Allan circulated the exchange ratio calculation to Jefferies and TPH.

On October 30, 2017 and through the afternoon of October 31, 2017, Locke Lord, with input from Akin Gump, Jones Day and Southcross’ managementteams, and Gibson Dunn, with input from the management teams of AMID and ArcLight Capital, continued to exchange drafts of the Merger Agreement,Contribution Agreement and related transaction documents in an effort to finalize the definitive documentation.

At 4:00 p.m. (Central Time) on October 31, 2017, the SXE Conflicts Committee held a telephonic meeting attended by Mr. Biegler and representatives ofJefferies and Akin Gump. At the meeting, representatives of Akin Gump reviewed with the SXE Conflicts Committee the terms of the Merger Agreement,Contribution Agreement and Letter Agreement, as well as the SXE Conflicts Committee members’ duties under the SXE Partnership Agreement, summaries ofwhich had been provided to the SXE Conflicts Committee in advance of the meeting.

Representatives of Jefferies discussed their financial analyses of the Exchange Ratio pursuant to the Merger Agreement with the SXE Conflicts Committeeand, following discussion thereof, rendered Jefferies’ opinion to the SXE Conflicts Committee to the effect that, as of October 31, 2017 and based upon and subjectto the various assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken as set forth in its opinion, theExchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view, to the Unaffiliated SXE Unitholders. Based on the SXE ConflictsCommittee’s

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consideration of the Merger Agreement, the Letter Agreement and the transactions contemplated thereby and each SXE Conflicts Committee member’s belief thatthe Merger Agreement, the Letter Agreement and the proposed merger were in the best interests of SXE and its subsidiaries, including the holders ofNon-Affiliated SXE Common Units, the SXE Conflicts Committee approved the Merger Agreement, the Letter Agreement and the consummation of the proposedmerger, with such approval to constitute “Special Approval” under the SXE Partnership Agreement. The SXE Conflicts Committee also recommended that theSXE GP Board approve the Merger Agreement, the Letter Agreement and the proposed merger, that the SXE GP Board submit the Merger Agreement to a vote ofthe SXE Unitholders and that the SXE Common Unitholders vote in favor of approving the Merger Agreement.

At 4:30 p.m. (Central Time) on October 31, 2017, the A-II Special Committee held a telephonic meeting attended by representatives of Jones Day and TPH.Jones Day provided legal updates and TPH updated its prior discussions on financial considerations relevant to the A-II Holders. Following discussions with therepresentatives of Jones Day and TPH, the A-II Special Committee then unanimously approved resolutions approving the Contribution Agreement, theContribution and the related transactions, including the Merger Agreement and the Merger.

At 5:00 p.m. (Central Time) on October 31, 2017, the SXE GP Board convened a special meeting telephonically with representatives of Locke Lordparticipating. Representatives of Locke Lord reviewed the duties of the SXE GP Board and its obligations pursuant to the SXE Partnership Agreement inconnection with its consideration of the proposed transaction. Prior to the meeting, Locke Lord provided summaries of the proposed Merger Agreement, the LetterAgreement and the Support Agreement. At the meeting, the SXE Conflicts Committee advised the SXE GP Board that after review of the Letter Agreement,Merger Agreement and the transactions contemplated thereby with its advisors and the receipt of an opinion from Jefferies that the Exchange Ratio in thetransaction was fair to the Unaffiliated SXE Unitholders from a financial point of view, the SXE Conflicts Committee had unanimously approved the proposedmerger transaction (which approval constituted “Special Approval” under the SXE Partnership Agreement) and also unanimously recommended that (i) the Boardapprove the proposed transaction, (ii) the Board submit the Merger Agreement to a vote of SXE’s limited partners, and (iii) SXE’s limited partners approve theMerger Agreement.

At 5:30 p.m. (Central Time) on October 31, 2017, the Holdings GP Board convened a special meeting telephonically with members of Southcross’ seniormanagement and representatives of Locke Lord and RBC Capital Markets. Representatives of Locke Lord reviewed the duties of the Holdings GP Board and itsobligations pursuant to the Southcross Holdings partnership agreement in connection with its consideration of the proposed transaction. Prior to the meeting, LockeLord provided the Holdings GP Board with summaries of the terms of the Contribution Agreement, the Merger Agreement, the Support Agreement, the LetterAgreement and the Lock-up Letter. At the meeting, RBC Capital Markets discussed with the Holdings GP Board financial aspects of the transactions and relatedmatters. The Holdings GP Board unanimously determined that Contribution Agreement, including the transactions documents that are exhibits thereto, the MergerAgreement, including the transactions documents that are exhibits thereto, the Letter Agreement, and the transactions contemplated thereby are fair and reasonableto, and in the best interests of, Southcross Holdings.

Following the SXE GP and Holdings GP Board meetings on October 31, 2017, the parties finalized and executed the Merger Agreement, the ContributionAgreement, the Letter Agreement, the Support Agreement and related transaction documents.

On the morning of November 1, 2017, AMID and SXE issued a press release announcing the execution of the Merger Agreement and the ContributionAgreement.

Recommendation of the SXE Conflicts Committee and the SXE GP Board and Reasons for the Merger

The SXE GP Board authorized and empowered the SXE Conflicts Committee, consisting of Andrew A. Cameron, Nicholas J. Caruso and Jerry W.Pinkerton, to evaluate, review and negotiate the Merger Agreement

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and the Merger, and to make a recommendation to the SXE GP Board with respect to the Merger Agreement and the Merger. On October 31, 2017, the SXEConflicts Committee determined unanimously that the Merger Agreement and the Merger are in the best interests of SXE and its subsidiaries, including the holdersof Non-Affiliated SXE Common Units, and recommended that the SXE GP Board approve the Merger Agreement and the Merger and that the SXE Unitholdersvote in favor of approving the Merger Agreement. The SXE Conflicts Committee’s approval constituted “Special Approval” under the SXE PartnershipAgreement.

After considering such recommendation, the SXE GP Board (i) determined that the Merger Agreement and the transactions contemplated thereby, includingthe Merger, are advisable and in the best interests of SXE, (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, includingthe Merger, and (iii) resolved to recommend the approval of the Merger Agreement by the SXE Unitholders at a special meeting to be held to approve the MergerAgreement.

Both the SXE Conflicts Committee and the SXE GP Board believe, based on their consideration of the factors described below, that the terms of the MergerAgreement are in the best interests of SXE and the holders of Non-Affiliated SXE Common Units.

TheSXEConflictsCommittee

In evaluating, and in making determinations with respect to, the Merger Agreement and the Merger, the SXE Conflicts Committee considered informationwith respect to SXE’s and AMID’s financial condition, results of operations, businesses, competitive positions and business strategies, on both historical andprospective bases, as well as current industry, economic and market conditions and trends. The SXE Conflicts Committee considered the following factors, each ofwhich the SXE Conflicts Committee believes supports its determination to approve, and to recommend that the SXE GP Board and the holders of Non-AffiliatedSXE Common Units approve, the Merger Agreement:

• the SXE Conflicts Committee’s understanding of SXE’s business, operations, financial condition, earnings, prospects, competitive position and the

nature of the midstream sector in which SXE competes, including the risks, uncertainties and challenges facing SXE and that sector, in connectionwith SXE’s execution of its standalone business plan;

• the belief of the SXE Conflicts Committee that the Merger presents the best opportunity to enhance value for the holders of Non-Affiliated SXECommon Units and is superior to SXE’s remaining as a standalone public entity, taking into account, among other things, the current marketenvironment for master limited partnerships (including commodity prices), potential risks and uncertainties associated with the future prospects ofSXE, SXE’s limited access to additional capital from debt and equity markets, SXE’s projected capital expenditures, liquidity, leverage and cost ofcapital and the SXE Conflicts Committee’s belief, based on SXE’s negotiations with AMID, that the Exchange Ratio represented the highest exchangeratio that AMID was willing to pay and that SXE could obtain from negotiations with Southcross Holdings;

• that, in receiving AMID Common Units in the Merger, the SXE Common Unitholders will be provided an opportunity to participate in a combinedentity that, among other things, is significantly larger than SXE, will have a stronger balance sheet, will be capable of pursuing significantly largergrowth opportunities, will participate in the increased quality and diversification of the assets and operations of the combined entity, and is more likelyto make cash distributions to its unitholders, in each case as compared to SXE as a standalone entity;

• that, as a standalone entity and without a significant equity contribution, which it may not be able to obtain, or absent additional amendments to itsrevolving credit agreement or waivers of the March 31, 2019 requirement to comply with the consolidated total leverage ratio, SXE may not be able tocomply with such financial covenant as of such date, which would trigger an event of default, and result in substantial doubt regarding SXE’s ability tocontinue as a going concern as early as the second quarter

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of 2018. If SXE’s independent auditors subsequently report in their next annual audit report the existence of substantial doubt regarding SXE’s abilityto continue as a going concern, this would also lead to an event of default under SXE’s revolving credit agreement and under SXE’s term loan which,in turn, would trigger a cross default under Southcross Holdings’ credit facilities. Such events of default, if not cured, would allow the lenders undereach of these borrowing arrangements to accelerate the maturity of the debt, making it due and payable immediately;

• the combined entity’s improved credit profile and greater financial flexibility due to lower leverage and cost of capital when compared with SXE as astandalone entity;

• the presentation of Jefferies to the SXE Conflicts Committee on October 31, 2017 and the opinion of Jefferies, dated October 31, 2017, to the SXEConflicts Committee to the effect that, as of October 31, 2017, and based upon and subject to the various assumptions made, procedures followed,matters considered and limitations on the scope of the review undertaken as set forth in its opinion, the Exchange Ratio pursuant to the MergerAgreement was fair, from a financial point of view, to the Unaffiliated SXE Unitholders, as more fully described below in the section captioned“Opinion of Financial Advisor to the SXE Conflicts Committee;”

• the proposed transaction provides SXE Unitholders with substantial equity ownership in an entity with several third-party strategic opportunities andan identifiable asset drop-down inventory;

• the proposed transaction provides SXE’s Unitholders with substantial equity ownership in an entity that is expected to make cash distributions andhave significantly more distribution coverage through 2019 than SXE on a standalone basis, taking into account SXE’s projected distributable cashflows and the restriction under SXE’s revolving credit agreement on SXE’s ability to make cash distributions until its Consolidated Total LeverageRatio (as defined in SXE’s revolving credit agreement) is below 5.0;

• the Merger is expected to create operating efficiencies and cost savings in administrative and interest costs as well as other combined benefits;

• during the course of negotiating the transaction, the SXE Conflicts Committee, with the assistance of its legal and financial advisors, successfullynegotiated an increase of the Exchange Ratio;

• the SXE Conflicts Committee’s belief after discussing both the third-party solicitation process undertaken by Southcross Holdings and SXE with the

assistance of RBC Capital Markets and SXE’s limited standalone prospects with SXE GP management and the SXE Conflicts Committe’s financialadvisor, that the Merger Consideration was the most favorable value that could be obtained for the holders of Non-Affiliated SXE Common Units;

• the Exchange Ratio of 0.160 represents a 5% premium to the exchange ratio of SXE Common Units to AMID Common Units, based on the respective

VWAP of the SXE Common Units and the AMID Common Units for the 20-trading day period ending October 30, 2017, the last full trading day priorto the execution of the Merger Agreement;

• the Exchange Ratio is fixed and therefore the value of the consideration payable to the holders of Non-Affiliated SXE Common Units will increase inthe event that the market price of AMID Common Units increases prior to the closing of the Merger;

• the SXE Conflicts Committee’s engagement of its own legal and financial advisors who have knowledge and experience with respect to public

company merger and acquisition transactions, advising publicly traded limited partnerships and SXE’s and AMID’s industry generally, as well asfamiliarity with and experience advising the SXE Conflicts Committee;

• the Letter Agreement provides that Southcross Holdings will reimburse SXE for all fees or expenses of SXE in connection with the Merger Agreement

including (i) any fees or expenses of counsel, accountants, investment bankers and consultants retained by SXE or the SXE Conflicts Committee, and(ii) the payment of any termination fee or the reimbursement of any AMID Expense, in each case if the

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Merger has not closed and (a) the Merger Agreement is terminated under certain specified circumstances as a result of any action taken or any failureto act by, or at the direction of, Southcross Holdings or any of its controlling affiliates or (b) the Merger Agreement is terminated without the priorapproval of the SXE Conflicts Committees under certain specified circumstances;

• the Letter Agreement provides that, if the Contribution Agreement is terminated and Southcross Holdings receives the reverse termination fee from

AMID, Southcross Holdings will reimburse SXE for all fees or expenses of counsel, accountants, investment bankers and consultants retained by SXEor the SXE Conflicts Committee as a result of the execution and delivery of the Merger Agreement;

• the fact that, under the Contribution Agreement, Southcross Holdings is undertaking various obligations to AMID with respect to SXE and its

subsidiaries, including indemnification obligations with respect to breaches of representations and warranties regarding SXE and its subsidiaries andcertain contingent liabilities of SXE and its subsidiaries;

• the SXE Conflicts Committee does not expect there to be significant antitrust or other regulatory impediments to the consummation of the Merger;

• the expectation that the receipt of Merger Consideration generally will not be taxable for U.S. federal income tax purposes to the holders ofNon-Affiliated SXE Common Units;

• the opportunity that the holders of Non-Affiliated SXE Common Units will have to determine by direct vote whether the Merger Agreement will beapproved;

• the terms of the Merger Agreement, principally:

• the provisions allowing the SXE GP Board (upon recommendation of the SXE Conflicts Committee) to withdraw or change itsrecommendation of the Merger Agreement in the event of a more favorable competing offer or proposal for SXE or its assets, or under certainchanged circumstances if the SXE Conflicts Committee makes a good faith determination that the failure to change its recommendation wouldbe inconsistent with its duties under the SXE Partnership Agreement or applicable law;

• the operating covenants for AMID providing protection to SXE Unitholders by restricting AMID’s ability to take certain actions prior to theclosing of the Merger that could reduce the value of AMID Common Units received by SXE Unitholders in the Merger;

• the limited conditions and exceptions to the material adverse effect closing condition and other closing conditions; and

• the other terms and conditions of the Merger Agreement, as discussed in the section entitled “The Merger Agreement,” which the SXE

Conflicts Committee, after consulting with its legal counsel, considered to be reasonable and consistent with precedents it deemed relevant;and

• AMID’s and SXE’s strong commitment to consummate the Merger on the anticipated schedule.

In evaluating the Merger and the Merger Agreement, the SXE Conflicts Committee also considered, among other factors, the following, each of which theSXE Conflicts Committee viewed as generally negative or unfavorable:

• the Exchange Ratio is fixed and therefore the value of the consideration payable will decrease in the event that the market price of AMID CommonUnits decreases prior to the closing of the Merger;

• consummation of the Merger is subject to certain conditions that are outside SXE’s control, such as the consummation of the Contribution Agreement,which is subject to AMID’s ability to raise sufficient financing for the transaction;

• AMID does not have committed financing sufficient to make the cash payments required at the closing of the Contribution and Southcross Holdingsmay not be able to force AMID to complete the

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Contribution if AMID has not obtained sufficient financing to make the cash payments required at the closing of the Contribution; consequently, anysuch failure to obtain financing would likely result in the termination of the Contribution Agreement and Merger Agreement and the failure tocomplete the Merger;

• the fact that, while the Merger Consideration represented a premium to the NYSE closing sale price of the SXE Common Units on October 30, 2017,the SXE Common Units had traded at higher prices during the course of the trailing 12-month period;

• the risk that the potential benefits expected from the Merger might not be fully realized;

• that SXE has incurred and will continue to incur significant transaction costs and expenses in connection with the Merger, whether or not the Merger iscompleted;

• the potential for disruptions to SXE’s operations following the announcement of the Merger, including potentially the loss of key employees, whichincreases the risk that SXE would be unable to continue to execute on its current business plans in the event that the Merger is not consummated;

• the restrictions in the Merger Agreement regarding SXE’s ability to terminate the Merger Agreement to accept a more favorable competing proposalreceived by SXE;

• the Merger Agreement’s covenants restricting the conduct of SXE’s business, including, among other things, restricting SXE’s ability (subject to

certain exceptions) to enter into new material contracts, incur indebtedness and issue new securities of SXE, without AMID’s consent, which couldaffect SXE’s performance until the Merger is consummated or abandoned;

• the risk that, while the Merger is expected to be consummated, there can be no assurance that all conditions to the parties’ obligations to complete theMerger will be satisfied and, as a result, it is possible that the Merger may not be completed;

• the risks and costs to SXE if the Merger is not consummated, including the potential effect of the diversion of management and employee attentionfrom SXE’s business and the substantial expenses which SXE will have incurred, including in connection with any related litigation;

• the fact that, if the Merger Agreement is terminated under certain circumstances, including as a result of the SXE GP Board changing its

recommendation that the SXE Unitholders vote in favor of the Merger, and SXE enters into a specified alternative transaction in the following 12months, SXE will be required to pay AMID a termination fee of $2 million;

• certain terms of the Merger Agreement, principally the provisions limiting the ability of SXE to solicit, or to consider unsolicited, offers from thirdparties for SXE or its assets;

• the provisions requiring SXE to hold a unitholder meeting as soon as practicable to approve the Merger, even in the event the SXE GP Board (uponthe recommendation of the SXE Conflicts Committee) changes its recommendation with respect to such approval;

• SXE Unitholders are not entitled to dissenters’ or appraisal rights under the Merger Agreement, SXE’s partnership agreement or Delaware law;

• SXE Unitholders will be foregoing the potential benefits, if any, that could be realized by remaining as unitholders of SXE as a standalone entity;

• litigation may arise in connection with the Merger and such litigation may increase costs and result in a diversion of management focus; and

• some of the directors and officers of SXE GP may have interests in the Merger that are different from, or in addition to, the interests of SXE’sUnitholders generally. Please read “ —InterestsofDirectorsandExecutiveOfficersofSXEGPintheTransaction.”

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The SXE Conflicts Committee also considered a number of factors that are discussed below relating to the process of negotiating the Merger. The SXEConflicts Committee believes these factors support its determinations and recommendations regarding the Merger to the holders of Non-Affiliated SXE CommonUnits:

• the Merger Agreement must be approved by the affirmative vote of the holders of a majority of the outstanding Non-Affiliated SXE Common Units atthe SXE Special Unitholder Meeting, as discussed in the section entitled “TheSXESpecialUnitholderMeeting—VoteRequiredforApproval”;

• the members of the SXE Conflicts Committee are familiar with and understand the business, assets, liabilities, results of operations, financialcondition, competitive position and prospects of SXE;

• the SXE Conflicts Committee retained and received advice from Jefferies, as financial advisor, and Akin Gump, as legal advisor, each of which hasextensive experience in transactions similar to the Merger and familiarity with and experience advising the SXE Conflicts Committee;

• the SXE Conflicts Committee was advised by its financial and legal advisors at each stage of the process and held numerous meetings to discuss and

evaluate the Merger, negotiated through representatives of SXE and with representatives of AMID and Southcross Holdings regarding the MergerConsideration and its allocation and the other terms of the Merger Agreement, and successfully negotiated an increase to the Exchange Ratio;

• the fact that the Merger Agreement may only be amended with the written agreement of both parties and that any amendment must be approved by theSXE Conflicts Committee;

• whenever a determination, decision, approval or consent of SXE or the SXE GP Board is required under the Merger Agreement, such determination,decision, approval or consent must be authorized by the SXE Conflicts Committee;

• the SXE Conflicts Committee consists solely of independent and disinterested directors; the members of the SXE Conflicts Committee (i) are notemployees of SXE GP or any of its subsidiaries, (ii) are not affiliated with AMID or any of its affiliates and (iii) have no financial interest in theMerger that is different from that of the holders of Non-Affiliated SXE Common Units, other than as discussed in the section entitled “— InterestsoftheDirectorsandExecutiveOfficersofSXEGPintheTransaction” ;

• the compensation of the SXE Conflicts Committee members was in no way contingent on their approving the Merger Agreement and taking otheractions described in this proxy statement/prospectus; and

• the recognition by the SXE Conflicts Committee that it had no obligation to recommend the approval of the Merger or any other transaction.

The foregoing discussion of the factors considered is not intended to be exhaustive, but sets forth the principal factors considered by the SXE ConflictsCommittee in its consideration of the Merger Agreement and Merger. In view of the variety of factors considered in connection with its evaluation of the MergerAgreement and Merger, the SXE Conflicts Committee did not find it practicable to, and did not, quantify or otherwise assign specific weights to the factorsconsidered in reaching its determination and recommendation. In addition, each of the members of the SXE Conflicts Committee may have given differing weightsto different factors. The SXE Conflicts Committee understood that there can be no assurance of future results, including results considered or expected as describedin the factors above. While the SXE Conflicts Committee considered potentially positive and negative factors, it concluded that, overall, the potentially positivefactors outweighed the potentially negative factors, and at a meeting held on October 31, 2017, the SXE Conflicts Committee unanimously:

• determined that the terms of the Merger Agreement are in the best interests of SXE and its subsidiaries, including the holders of Non-Affiliated SXECommon Units;

• approved the Merger Agreement and the transactions contemplated thereby;

• recommended the approval of the Merger Agreement by the SXE GP Board; and

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• recommended that the SXE GP Board submit the Merger Agreement to a vote of the SXE Unitholders for approval at a special meeting, and that theSXE Unitholders vote in favor of approving the Merger Agreement.

SXEGPBoard

At a meeting that immediately followed the SXE Conflicts Committee meeting, the SXE GP Board approved the Merger Agreement and determined tosubmit it to the SXE Unitholders to vote upon its approval and recommended that the SXE Unitholders vote in favor of approval of the Merger Agreement. Inparticular, the SXE GP Board considered:

• the SXE Conflicts Committee’s analysis, conclusions, and unanimous determination that the Merger Agreement and the Merger are in the bestinterests of SXE and the holders of Non-Affiliated SXE Common Units;

• the SXE Conflicts Committee’s unanimous recommendation that the SXE GP Board approve the Merger Agreement; and

• the same matters considered and adopted by the SXE Conflicts Committee.

The foregoing discussion of the information and factors considered by the SXE GP Board includes all of the material factors considered by the SXE GPBoard, but it is not intended to be exhaustive and may not include all of the factors considered by the SXE GP Board. In view of the wide variety of factorsconsidered in connection with its evaluation of the Merger and the complexity of these matters, the SXE GP Board did not find it useful and did not attempt toquantify or assign any relative or specific weights to the various factors considered in its determination to approve the Merger Agreement and the transactionscontemplated thereby, including the Merger, and to make its recommendations to SXE Common Unitholders. In addition, individual members of the SXE GPBoard may have given weights to different factors. The SXE GP Board conducted an overall review of the factors described above, including through discussionswith SXE’s management and outside legal and financial advisors.

After considering this information, the SXE GP Board, acting upon the unanimous recommendation of the SXE Conflicts Committee, determinedthat the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of SXE. The SXE GPBoard, acting upon the unanimous approval and recommendation of the SXE Conflicts Committee, approved the Merger Agreement and the transactionscontemplated thereby, and recommends that the SXE Unitholders vote “FOR” the Merger Proposal and that the SXE Unitholders vote “FOR” theAdvisory Compensation Proposal.

This explanation of the SXE Conflicts Committee’s and the SXE GP Board’s reasons for the Merger and other information presented in this section isforward-looking in nature and, therefore, should be read in light of the factors described under “ SpecialNoteConcerningForward-LookingStatements.”

Opinion of the Financial Advisor to the SXE Conflicts Committee

In August 2017, the SXE Conflicts Committee retained Jefferies to act as the SXE Conflicts Committee’s financial advisor in connection with certainpotential strategic transactions, including a possible sale of, or other business combination involving, SXE and its affiliates, on the one hand, and AMID and itsaffiliates, on the other hand. At a meeting of the SXE Conflicts Committee on October 31, 2017, Jefferies rendered its opinion to the SXE Conflicts Committee tothe effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the scope ofthe review undertaken as set forth in its opinion, the Exchange Ratio pursuant to the Merger Agreement was fair, from a financial point of view, to the UnaffiliatedSXE Unitholders.

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The full text of the written opinion of Jefferies, dated as of October 31, 2017, is attached hereto as AnnexB. Jefferies’ opinion sets forth, among other things,the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Jefferies in rendering its opinion. SXEencourages you to read Jefferies’ opinion carefully and in its entirety. Jefferies’ opinion was directed to the SXE Conflicts Committee (in its capacity as such) andaddresses only the fairness, from a financial point of view, to the Unaffiliated SXE Unitholders of the Exchange Ratio pursuant to the Merger Agreement. It doesnot address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might beavailable to SXE, nor did it address the underlying business decision by SXE or SXE GP to engage in the Merger or the terms of the Merger Agreement or thedocuments referred to therein. Jefferies’ opinion does not constitute a recommendation as to how any holder of SXE Common Units should vote on the Merger orany matter related thereto. The summary of the opinion of Jefferies set forth below is qualified in its entirety by reference to the full text of the opinion.

In arriving at its opinion, Jefferies, among other things:

• reviewed a draft dated October 31, 2017 of the Merger Agreement;

• reviewed certain publicly available financial and other information about SXE;

• reviewed certain publicly available financial and other information about AMID;

• reviewed certain information furnished to it by the management of SXE, including financial forecasts and analyses, relating to the business, operationsand prospects of SXE and approved for Jefferies’ use by SXE (the “SXE Forecasts”);

• reviewed certain information furnished to it by the management of AMID, including financial forecasts and analyses, relating to the business,operations and prospects of AMID and approved for Jefferies’ use by SXE (the “AMID Forecasts”);

• held discussions with (x) members of senior management of SXE concerning the matters described in the second, third, fourth and fifth bullet pointsabove and (y) members of senior management of AMID concerning the matters described in the third and fifth bullet points above;

• reviewed the trading price history and valuation multiples for SXE Common Units and AMID Common Units and compared them with those ofcertain publicly traded companies that Jefferies deemed relevant;

• compared the proposed financial terms of the Merger with the financial terms of certain other transactions that Jefferies deemed relevant;

• considered the potential pro forma impact of the Merger; and

• conducted such other financial studies, analyses and investigations as Jefferies deemed appropriate.

In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independentlyinvestigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by SXE or AMID or thatwas publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied onassurances of the managements of SXE and AMID that they were not aware of any facts or circumstances that would make such information inaccurate ormisleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did Jefferies conduct a physicalinspection of any of the properties or facilities of, the SXE or AMID, nor was Jefferies furnished with any such evaluations or appraisals of such physicalinspections, nor did Jefferies assume any responsibility to obtain any such evaluations or appraisals.

With respect to the financial forecasts provided to and examined by Jefferies, including the SXE Forecasts and the AMID Forecasts, Jefferies’ opinion notedthat projecting future results of any company is inherently

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subject to uncertainty. SXE informed Jefferies, however, and Jefferies assumed, that the SXE Forecasts were reasonably prepared on bases reflecting the bestcurrently available estimates and good faith judgments of the management of SXE as to the future financial performance of SXE. In addition, AMID informedJefferies, and Jefferies assumed, that the AMID Forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faithjudgments of the management of AMID as to the future financial performance of AMID. Jefferies expressed no opinion as to the SXE Forecasts or the AMIDForecasts or the assumptions on which they were made.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions that existed and could be evaluated as of the date of its opinion.Jefferies has not undertaken to reaffirm or revise its opinion or otherwise comment on events occurring after the date of its opinion and expressly disclaims anyundertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies’ opinion of which Jefferies became aware after the date of itsopinion.

Jefferies made no independent investigation of any legal or accounting matters affecting SXE or AMID, and Jefferies assumed the correctness in all respectsmaterial to Jefferies’ analysis of all legal and accounting advice given to SXE, SXE GP, the SXE GP Board and the SXE Conflicts Committee, including, withoutlimitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement to SXE and its limitedpartners. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transaction to any holder of SXE Common Units.Jefferies assumed that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by Jefferies. Jefferies also assumed that theMerger will be consummated in accordance with the terms of the Merger Agreement, without waiver, modification or amendment of any term, condition oragreement and in compliance with all applicable laws, documents and other requirements and that in the course of obtaining the necessary regulatory or third partyapprovals, consents and releases for the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on SXE, AMID orthe contemplated benefits of the Merger.

Jefferies was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of SXE or anyother alternative transaction.

Jefferies understood that Southcross Holdings proposed to enter into the Contribution Agreement contemporaneously with the entry into the MergerAgreement, pursuant to which, among other things, Southcross Holdings will, indirectly through various contributions, contribute to AMID and AMID GP all ofthe equity interests of certain entities, including SXE and SXE GP, directly or indirectly held by Southcross Holdings for the consideration provided for therein.The SXE Conflicts Committee did not ask Jefferies to address, and Jefferies’ opinion did not address (a) the Contribution Agreement or any matter contemplatedthereby or the fairness of the Exchange Ratio relative to the consideration to be received pursuant to the Contribution Agreement or otherwise and (b) the fairnessto, or any other consideration of, the holders of any class of securities, creditors or other constituencies of SXE or SXE GP (including pursuant to the ContributionAgreement), other than the Unaffiliated SXE Unitholders. Jefferies expressed no opinion as to the price at which SXE Common Units or AMID Common Unitswill trade at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of anycompensation payable to or to be received by any of SXE’s or SXE GP’s officers, directors or employees, or any class of such persons, in connection with theMerger relative to the consideration to be received by holders of SXE Common Units or otherwise. Jefferies’ opinion was authorized by the Fairness Committee ofJefferies LLC.

In preparing its opinion, Jefferies performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex processinvolving various determinations as to the most appropriate and relevant quantitative and qualitative methods of financial analysis and the applications of thosemethods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description.

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Jefferies believes that its analyses must be considered as a whole. Considering any portion of Jefferies’ analyses or the factors considered by Jefferies,without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the conclusion expressed in Jefferies’ opinion.In addition, Jefferies may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probablethan other assumptions, so that the range of valuations resulting from any particular analysis described below should not be taken to be Jefferies’ view of SXE orAMID’s actual value. Accordingly, the conclusions reached by Jefferies are based on all analyses and factors taken as a whole and also on the application ofJefferies’ own experience and judgment.

In performing its analyses, Jefferies made numerous assumptions with respect to industry performance, general business, economic, monetary, regulatory,market and other conditions and other matters, many of which are beyond SXE’s and Jefferies’ control. The analyses performed by Jefferies are not necessarilyindicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relatingto the per unit value of SXE Common Units and AMID Common Units do not purport to be appraisals or to reflect the prices at which the SXE Common Units orAMID Common Units may actually be sold. The analyses performed were prepared solely as part of Jefferies’ analysis of the fairness, from a financial point ofview, of the Exchange Ratio pursuant to the Merger Agreement to the Unaffiliated SXE Unitholders, and were provided to the SXE Conflicts Committee inconnection with the delivery of Jefferies’ opinion.

The following is a summary of the material financial and comparative analyses performed by Jefferies in connection with Jefferies’ delivery of its opinionand that was presented to the SXE Conflicts Committee on October 31, 2017. The financial analyses summarized below include information presented in tabularformat. In order to understand fully Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitutea complete description of the financial analyses. Considering the data described below without considering the full narrative description of the financial analyses,including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses.

The following summary does not purport to be a complete description of the financial analyses performed by Jefferies. The following quantitativeinformation, to the extent that it is based on market data, is based on market data as it existed on or before October 31, 2017, and is not necessarily indicative ofcurrent or future market conditions.

SelectedPublicCompanyAnalysis

SXEAnalysis

Jefferies reviewed publicly available financial and stock market information of the following 13 publicly traded companies that Jefferies in its professionaljudgment considered generally relevant to SXE for purposes of its financial analyses (the “SXE Selected Public Companies”), and compared such information withsimilar financial data of SXE provided by the management of SXE to Jefferies, including the SXE Forecasts:

• AMID

• Antero Midstream Partners LP

• CONE Midstream Partners LP

• Crestwood Equity Partners LP

• DCP Midstream, LP

• Enable Midstream Partners, LP

• EnLink Midstream Partners, LP

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• EQT Midstream Partners, LP

• Noble Midstream Partners LP

• Rice Midstream Partners LP

• Summit Midstream Partners, LP

• Targa Resources Corp.

• Western Gas Partners, LP

In its analysis, Jefferies derived multiples for the SXE Public Companies as follows:

• the total enterprise value, defined as equity market value (including common stock, common units and other classes of limited partnership units andimplied equity value of general partner, in each case, as applicable), less cash and cash equivalents, plus total debt, preferred equity andnon-controlling interests (as applicable), divided by estimated earnings before interest, tax, depreciation and amortization, and, where applicable,adjusted for certain non-cash expenses, non-recurring items and restructuring charges (“Adjusted EBITDA”) for calendar year 2017 (referred to belowas “TEV / 2017E ADJ EBITDA”), and

• the total enterprise value divided by estimated Adjusted EBITDA for calendar year 2018 (referred to below as “TEV / 2018E ADJ EBITDA”).

Estimated Adjusted EBITDA of the SXE Public Companies was based on publicly available research analysts’ estimates.

This analysis indicated the following:

SXE Selected Public Companies

Benchmark Mean Median High Low TEV / 2017E ADJ EBITDA 12.3x 11.9x 14.6x 9.8x TEV / 2018E ADJ EBITDA 10.4x 10.3x 12.5x 8.4x

Using the reference ranges for the benchmarks set forth below, which ranges were selected by Jefferies in its professional judgment, and the SXE Forecasts,Jefferies determined ranges of implied enterprise values for SXE, then added cash and cash equivalents and subtracted total debt as of June 30, 2017 as provided bySXE’s management, to determine implied equity values per SXE Common Unit. This analysis indicated the ranges of implied equity values per SXE Common Unitset forth opposite the relevant benchmarks below, compared in each case to the closing price per SXE Common Unit on October 30, 2017 of $2.08 and the20-trading day volume weighted average price (“VWAP”) for the period ending on October 30, 2017 per SXE Common Unit of $2.10:

Benchmark Reference Range Implied Equity Value Range per

SXE Common UnitTEV / 2017E ADJ EBITDA 10.0x – 11.0x $1.76 – $2.80TEV / 2018E ADJ EBITDA 8.5x – 9.5x $1.53 – $2.71

AMIDAnalysis

Jefferies reviewed publicly available financial and stock market information of the following thirteen publicly traded companies that Jefferies in itsprofessional judgment considered generally relevant to AMID for purposes of its financial analyses (the “AMID Selected Public Companies”), and compared suchinformation

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with similar financial data of AMID provided by the management of AMID to Jefferies and approved for our use by SXE, including the AMID Forecasts:

• Antero Midstream Partners LP

• CONE Midstream Partners LP

• Crestwood Equity Partners LP

• DCP Midstream, LP

• Enable Midstream Partners, LP

• EnLink Midstream Partners, LP

• EQT Midstream Partners, LP

• Noble Midstream Partners LP

• Rice Midstream Partners LP

• Summit Midstream Partners LP

• SXE

• Targa Resources Corp.

• Western Gas Partners, LP

In its analysis, Jefferies derived multiples for the AMID Public Companies as follows:

• TEV / 2017E ADJ EBITDA

• TEV / 2018E ADJ EBITDA

• estimated distributions or dividends, as applicable, per unit or share, as applicable, for calendar year 2017 divided by closing unit or stock price, asapplicable, on October 30, 2017 (referred to below as “2017E Distribution Yield”), and

• estimated distributions or dividends, as applicable, per unit or share, as applicable, for calendar year 2017 divided by closing unit or stock price, asapplicable, on October 30, 2017 (referred to below as “2018E Distribution Yield”).

Estimated Adjusted EBITDA and distributions of the AMID Public Companies were based on publicly available research analysts’ estimates.


AMID Selected Public Companies

Benchmark Mean Median High Low TEV / 2017E ADJ EBITDA 12.3x 11.9x 14.6x 9.8x TEV / 2018E ADJ EBITDA 10.3x 10.3x 12.5x 8.4x 2017E Distribution Yield (1) 7.6% 8.0% 11.4% 3.4% 2018E Distribution Yield (1) 8.1% 8.5% 11.7% 4.2%

(1) The distribution yield for SXE, which suspended its distributions in January 2016, was excluded from mean, median, high and low percentages.

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Using the reference ranges for the benchmarks set forth below, which ranges were selected by Jefferies in its professional judgment, and the AMIDForecasts, Jefferies determined ranges of implied enterprise values for AMID, then added cash and cash equivalents and subtracted total debt, the implied equityvalue of general partner, and the non-controlling interest as of June 30, 2017 as provided by AMID’s management, to determine implied equity values per AMIDCommon Unit. This analysis indicated the ranges of implied equity values per AMID Common Unit set forth opposite the relevant benchmarks below, compared ineach case to the closing price per AMID Common Unit on October 30, 2017 of $13.20 and the 20-trading day VWAP for the period ending on October 30, 2017per AMID Common Unit of $13.84:


AMID Common UnitTEV / 2017E ADJ EBITDA 10.5x – 11.5x $11.43 – $15.08TEV / 2018E ADJ EBITDA 9.0x – 10.0x $11.19 – $15.422017E Distribution Yield 10.5% – 11.5% $14.41 – $15.792018E Distribution Yield 11.0% – 12.0% $14.14 – $15.42

RelativeValuationAnalysis

Using the implied value ranges per SXE Common Unit and AMID Common Unit derived using the TEV / 2017E ADJ EBITDA and TEV / 2018E ADJEBITDA analyses summarized above, Jefferies calculated the ratio of the lowest implied value per SXE Common Unit to the highest implied value per AMID Unit,and the ratio of the lowest implied value per AMID Common Unit to the highest implied value per SXE Common Unit, compared in each case to the ExchangeRatio of 0.160:

Benchmark Implied Exchange Ratio RangeTEV / 2017E ADJ EBITDA 0.112x – 0.245xTEV / 2018E ADJ EBITDA 0.099x – 0.242x

No SXE Public Company is identical to SXE, and no AMID Public Company is identical to AMID. In evaluating the SXE Public Companies and the AMIDPublic Companies, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financialconditions and other matters, many of which are beyond SXE’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself ameaningful method of using the SXE Public Companies’ and the AMID Public Companies’ data.

SelectedTransactionAnalysis

SXEAnalysis

Using publicly available information, Jefferies reviewed financial data to the extent available relating to the following five selected transactions announcedsince January 2013 and listed below that Jefferies in its professional judgment considered generally relevant to SXE for purposes of its financial analyses astransactions involving midstream master limited partnerships (the “Selected Transactions”). The Selected Transactions, and the month and year each wasannounced, were as follows: Month and Year Announced Buyer SellerJuly 2015 MPLX LP MarkWest Energy Partners, L.P.October 2014 Targa Resources Partners LP Atlas Pipeline Partners, L.P.October 2014 Regency Energy Partners LP PVR Partners, L.P.May 2013 Inergy Midstream Holdings, L.P. Crestwood Midstream Partners LPJanuary 2013 Kinder Morgan Energy Partners, L.P. Copano Energy, L.L.C.

In its analysis, Jefferies derived multiples for each of the Selected Transactions, calculated as the transaction value, divided by each target company’sprojected EBTIDA for the one year following the announcement of the

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transaction (“TV/FY+1 ADJ EBITDA”). Estimated Adjusted EBITDA of the target companies was based on publicly available research analysts’ estimates.


Benchmark Median Mean High Low TV/ FY+1 ADJ EBITDA 12.8x 13.8x 20.0x 11.2x

Using the reference range for the benchmark set forth below, which range was selected by Jefferies in its professional judgment, and SXE’s estimatedAdjusted EBITDA for calendar year 2018 based on the SXE Forecasts, Jefferies determined implied enterprise values for SXE, then added cash and cashequivalents and subtracted total debt as of June 30, 2017 as provided by SXE’s management, to determine implied equity values per SXE Common Unit. Thisanalysis indicated the range of implied equity values per SXE Common Unit set forth below, compared to the closing price per SXE Common Unit on October 30,2017 of $2.08 and the 20-trading day VWAP for the period ending on October 30, 2017 per SXE Common Unit of $2.10:


SXE Common UnitTV/ FY+1 ADJ EBITDA 9.0x – 10.0x $2.12 – $3.30


Using the implied value range per SXE Common Unit summarized above and the midpoint of the highest and lowest implied values per AMID CommonUnit derived from the AMID Selected Public Companies analyses summarized above of $13.49, Jefferies calculated the ratio of the lowest implied value per SXECommon Unit to such midpoint, and the ratio of the lowest implied value per SXE Common Unit to such midpoint, compared in each case to the Exchange Ratio of0.160.


Implied Exchange Ratio Range0.157x - 0.245x

No Selected Transaction is identical to the Merger, and none of the target companies in the Selected Transactions is identical to SXE. In evaluating theSelected Transactions, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financialconditions and other matters, many of which are beyond SXE’s and Jefferies’ control. Mathematical analysis, such as determining the median, is not in itself ameaningful method of using the Selected Transactions’ data.

DiscountedCashFlowAnalysis

SXEAnalysis

Jefferies performed a discounted cash flow analysis to estimate the present value of the free cash flows (defined as Adjusted EBITDA, less interest expense,less maintenance capital expenditures and less growth capital expenditures) of SXE from calendar year 2017 through calendar year 2020 using the SXE Forecasts.The terminal value of SXE was then calculated by applying a range of multiples of Adjusted EBITDA in the terminal year of 8.5x to 9.5x, which range wasselected by Jefferies in its professional judgment. The present values of the free cash flows and the terminal value of SXE were then calculated using discount ratesranging from 10.6% to 11.6%, which rates were based on the estimated weighted average cost of capital for SXE. Jefferies determined ranges of implied enterprisevalues for SXE, then added cash and cash equivalents and subtracted total debt as of June 30, 2017 as provided by SXE’s management, to determine implied equityvalues per SXE Common Unit. This analysis indicated a range of implied equity values per SXE Common Unit of $1.60 to $3.00, compared to the closing price perSXE Common Unit on October 30, 2017 of $2.08 and the 20-trading day VWAP for the period ending on October 30, 2017 per SXE Common Unit of $2.10.

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AMIDAnalysis

Jefferies performed a discounted cash flow analysis to estimate the present value of the distributable cash flows of AMID from calendar year 2017 throughcalendar year 2020 using the AMID Forecasts. The terminal value of AMID was then calculated by applying a range of distribution yields of 11.0% to 12.0% to theprojected distributed cash flow from AMID per AMID Common Unit using the AMID Forecasts, which range was selected by Jefferies in its professionaljudgment. The present values of the distributable cash flows and the terminal value of AMID were then calculated using discount rates ranging from 15.6% to16.6%, which rates were based on the estimated cost of equity for AMID. Jefferies determined ranges of implied enterprise values for AMID, then added cash andcash equivalents and subtracted total debt as of June 30, 2017 as provided by AMID’s management, to determine implied equity values per AMID Common Unit.This analysis indicated a range of implied equity values per AMID Common Unit of $14.80 to $15.95, compared to the closing price per AMID Common Unit onOctober 30, 2017 of $13.20 and the 20-trading day VWAP for the period ending on October 30, 2017 per AMID Common Unit of $13.84.


Using the implied value ranges per SXE Common Unit and AMID Common Unit derived using the discounted cash flow analyses summarized above,Jefferies calculated the ratio of the lowest implied value per SXE Common Unit to the highest implied value per AMID Unit, and the ratio of the lowest impliedvalue per AMID Common Unit to the highest implied value per SXE Common Unit, compared in each case to the Exchange Ratio of 0.160.



ContributionAnalysis

Jefferies reviewed the relative contribution of each of SXE and AMID to the estimated calendar year 2017 and 2018 Adjusted EBITDA and the estimatedcalendar year 2017 and 2018 distributable cash flow of the pro forma combined company that would result from the Merger, including, in the case of SXE, thepercentage of such Adjusted EBITDA and distributable cash flow contributions attributable to the Unaffiliated SXE Unitholders and to Southcross Holdings,respectively, based on the relative ownership of SXE by the Unaffiliated SXE Unitholders and Southcross Holdings on a stand-alone basis. The estimated AdjustedEBITDA and distributable cash flow of SXE, AMID and the pro forma combined company were based on the SXE Forecasts and the AMID Forecasts.


Unaffiliated SXE Unitholders Contribution

Southcross Holdings Contribution AMID Contribution

2017E ADJ EBITDA 6.7% 21.3% 72.0% 2018E ADJ EBITDA 6.5% 23.4% 70.1% 2017E Distributable Cash Flow 5.8% 14.9% 79.3% 2018E Distributable Cash Flow 5.1% 13.0% 81.9%

Jefferies compared these relative contributions to the implied ownership of the pro forma combined company by the Unaffiliated SXE Unitholders,Southcross Holdings and the current owners of AMID on a stand-alone basis of approximately 4.1%, 9.2% and 86.6%, respectively, in each case before givingeffect to the contemplated $175 million equity issuance by AMID in conjunction with the proposed transaction at an assumed 10% discount to closing unit priceper AMID Common Unit as of October 30, 2017 of $13.20, and approximately 3.5%, 7.9% and 74.0%, respectively, after giving effect to such equity issuance.

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HistoricalExchangeRatioAnalysis

Based on the closing prices per unit of the SXE Common Units and the AMID Common Units on October 30, 2017 and for the various time periods set forthbelow ending on that date, Jefferies calculated implied historical exchange ratios by dividing the average daily closing price per SXE Common Unit by the averagedaily closing price per AMID Common Unit. This analysis indicated the following implied historical ratios (compared to the Exchange Ratio of 0.160) andpremiums to the market-implied exchange ratio on October 30, 2017 of 0.158x:

Date Implied Historical Exchange Ratio (1)

Premium to Market-Implied Exchange Ratio on

October 30, 2017 October 30, 2017 0.158x 1 Month 0.158x 0.5% 3 Months 0.170x 8.0% 6 Months 0.217x 37.4% Last Twelve Months 0.187x 18.8%

(1) Rounded to the nearest one-thousandth.

This analysis also indicated that during the twelve months ending on October 30, 2017, the highest implied historical exchange obtained by dividing theclosing price per SXE Common Unit by the closing price per AMID Common Unit was 0.328 on May 22, 2017, and the lowest implied historical exchangeobtained by dividing the closing price per SXE Common Unit by the closing price per AMID Common Unit was 0.074 on December 30, 2016.

PremiumsPaidAnalysis

SXEAnalysis

For informational purposes only, using publicly available information Jefferies analyzed the premiums paid in eight master limited partnership midstreamtransactions announced since December 2003 and listed below that Jefferies in its professional judgment considered generally relevant to SXE for purposes of itsfinancial analyses as transactions involving midstream master limited partnerships (the “Premium Paid Analysis Transactions”). The Premium Paid AnalysisTransactions, and the month and year each was announced, were as follows: Month and Year Announced Buyer SellerJuly 2015 MPLX LP MarkWest Energy Partners, L.P.October 2014 Targa Resources Partners LP Atlas Pipeline Partners, L.P.October 2013 Regency Energy Partners LP PVR Partners, L.P.May 2013 Inergy Midstream Holdings, L.P. Crestwood Midstream Partners LPJanuary 2013 Kinder Morgan Energy Partners, L.P. Copano Energy, L.L.C.June 2006 Plains All American Pipeline, L.P. Pacific Energy Partners, L.P.November 2004 Valero Energy Partners LP Kaneb Pipe Line Partners, L.P.December 2003 Enterprise Products Partners L.P. GulfTerra Energy Partners, L.P.

For each of the Premium Paid Analysis Transactions, Jefferies calculated the premium represented by the offer price over the target company’s closing unitprice one trading day, seven trading days and 30 trading days prior to announcement of the relevant transaction. This analysis indicated the following premiums forthose time periods prior to announcement: Time Period Prior to Announcement High

75% Percentile Median Mean

25th Percentile Low

1 trading day 31.6% 24.1% 18.2% 18.0% 13.5% 2.2% 7 trading days 35.6% 23.0% 16.3% 17.6% 11.1% 3.2% 30 trading days 29.9% 24.3% 16.2% 17.0% 11.4% 3.2%

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Applying the lowest premium from the 25th percentile of the foregoing analysis (i.e., approximately 11.1% to the closing unit price seven trading days priorto announcement) and the highest premium from the 75th percentile of the foregoing analysis (i.e., approximately 24.3% to the closing unit price 30 trading daysprior to announcement) to SXE Common Unit seven trading days average price of $2.00 and 30 trading days average price of $2.20, respectively, this analysisindicated a range of implied equity values per SXE Common Unit of $2.22 to $2.73.


Using the implied value ranges per SXE Common Unit derived using the premiums paid analysis summarized above and the closing price per AMIDCommon Unit on October 30, 2017 of $13.20, Jefferies calculated the ratio of the lowest implied value per SXE Common Unit to the closing price per AMIDCommon Unit on October 30, 2017, and the ratio of the highest implied value per SXE Common Unit to the closing price per AMID Common Unit on October 30,2017, compared in each case to the Exchange Ratio of 0.160.



No Premiums Paid Analysis Transaction is identical to the Merger, and none of the target companies in such transactions is identical to SXE.

General

Jefferies’ opinion was one of many factors taken into consideration by the SXE Conflicts Committee in making its determination to recommend approval ofthe Merger and the Merger Agreement to the SXE GP Board and should not be considered determinative of the view of the SXE Conflicts Committee, the SXE GPBoard or SXE management with respect to the Merger or the Exchange Ratio.

Jefferies was selected by the SXE Conflicts Committee based on Jefferies’ qualifications, expertise and reputation. Jefferies is an internationally recognizedinvestment banking and advisory firm. Jefferies, as part of its investment banking business, is regularly engaged in the valuation of businesses and securities inconnection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, privateplacements, financial restructurings and other financial services.

In August 2017, Jefferies was engaged by the SXE Conflicts Committee to act as its financial advisor in connection with certain potential strategictransactions, including a possible sale of, or other business combination involving, SXE and its affiliates, on the one hand, and AMID and its affiliates, on the otherhand. For its services, Jefferies received a retainer fee of $200,000 upon engagement by the SXE Conflicts Committee, and upon delivery of its opinion received afee of $800,000 from SXE. No portion of the opinion fee was contingent on the conclusion expressed in Jefferies’ opinion. SXE has agreed to reimburse Jefferiesfor certain of its expenses incurred. SXE has also agreed to indemnify Jefferies against liabilities, including liabilities under federal securities laws, arising out of orin connection with the services rendered and to be rendered by Jefferies under its engagement. During the two years prior to the date of its opinion, Jefferies hasprovided financial advisory services to the SXE Conflicts Committee, for which it received fees in the amount of approximately $500,000, and financial advisoryservices to AMID with respect to a potential transaction not involving SXE that did not go forward, and for which it did not receive any fees. In the ordinary courseof its business, Jefferies and its affiliates may trade or hold securities of SXE, AMID and/or their respective affiliates for its own account and for the accounts of itscustomers and, accordingly, may at any time hold long or short positions in those securities. In addition, Jefferies may seek to, in the future, provide financialadvisory and financing services to SXE, SXE GP, AMID, AMID GP, AMID Merger Sub, or Southcross Holdings and their respective affiliates, for which Jefferieswould expect to receive compensation.

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Certain Unaudited Financial Projections of SXE and AMID

Neither SXE nor AMID makes public long-term projections as to its respective future earnings or other results due to, among other reasons, the uncertaintyand subjectivity of the underlying assumptions and estimates. However, SXE and AMID are including the following summary of certain non-public unauditedfinancial projections in this proxy statement/prospectus solely because such information was made available to the SXE GP Board and the SXE ConflictsCommittee in connection with its evaluation of the Merger and was provided to Jefferies for its use and reliance in connection with its financial analyses andopinion. The inclusion of the Financial Projections (as defined below) should not be regarded as an indication that any of SXE, SXE GP, the SXE GP Board,AMID or any of their respective officers, directors, affiliates, advisors or other representatives considered, or now considers, any of the Financial Projections to benecessarily predictive of actual future results. The Financial Projections are not included in this proxy statement/prospectus to influence any SXE Unitholders tomake any investment decision with respect to the Merger or for any other purpose.

The SXE Financial Projections and AMID Financial Projections were prepared by, and are the sole responsibility of, the management of SXE and AMID,respectively, solely for internal use and are subjective in many respects. As a result, there can be no assurance that the prospective results will necessarily berealized or that actual results will not be significantly higher or lower than estimated. SXE’s management and AMID’s management believe that the assumptionsused as a basis for the SXE Financial Projections and AMID Financial Projections, respectively, were reasonable at the time they were made given the informationavailable to SXE’s management and AMID’s management at that time. However, the Financial Projections are not a guarantee of future performance. The futurefinancial results of SXE, AMID or the combined company may materially differ from those expressed in the Financial Projections due to factors that are beyondthe ability of the management of SXE and AMID to control or predict.

Although the SXE Financial Projections and the AMID Financial Projections are presented with numerical specificity, they are forward-looking statementsthat involve inherent risks and uncertainties and reflect numerous estimates and assumptions, all of which are difficult to predict and many of which are beyond thecontrol of SXE and AMID, respectively. Further, since the Financial Projections cover multiple years, such information by its nature becomes less predictive witheach successive year. The estimates and assumptions underlying the Financial Projections involve judgments with respect to, among other things, future economic,competitive, regulatory and financial market conditions and future business decisions which may not be realized and that are inherently subject to significantbusiness, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under “ SpecialNoteConcerningForward-LookingStatements” and “ RiskFactors.” SXE Unitholders are urged to review SXE’s SEC filings and AMID’s SEC filings for adescription of risk factors with respect to their respective businesses and as well as the section of this proxy statement/prospectus entitled “ RiskFactors.”

Certain of the financial information contained in the Financial Projections, including Adjusted EBITDA and Distributable Cash Flow, are non-GAAPfinancial measures. Each of SXE’s and AMID’s management provided these non-GAAP financial measures because they are commonly used by investors inmaster limited partnerships to assess financial performance and operating results of ongoing business operations, and because each of SXE’s and AMID’smanagement believes that these non-GAAP financial measures could be useful in evaluating SXE’s and AMID’s respective businesses, potential operatingperformance and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented incompliance with GAAP, and non-GAAP financial measures as used by SXE or AMID may not be comparable to similarly titled amounts used by other companies.

The Financial Projections do not give effect to the Merger or the other transactions contemplated by the Merger Agreement and were not prepared with aview toward public disclosure, nor were the Financial Projections prepared with a view toward compliance with GAAP, published guidelines of the SEC or theguidelines established by the American Institute of Certified Public Accountants for preparation and presentation

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of prospective financial and operating information. In addition, the Financial Projections require significant estimates and assumptions that make the informationincluded therein inherently less comparable to the similarly titled GAAP measures in the respective historical GAAP financial statements of SXE and AMID.Neither SXE’s independent registered public accounting firm, AMID’s independent registered public accounting firm nor any other independent accountants haveaudited, reviewed, examined, compiled, or applied agreed-upon procedures with respect to the Financial Projections, and accordingly they have not expressed anyopinion or any other form of assurance on such information. The report of the independent registered public accounting firm of SXE in SXE’s Annual Report onForm 10-K for the year ended December 31, 2016, which is incorporated herein by reference, relates to SXE’s historical financial information. The report of theindependent registered public accounting firm of AMID in AMID’s Current Report on Form 8-K dated December 6, 2017, which is incorporated herein byreference, relates to AMID’s historical financial information. Neither such report extends to the Financial Projections and should not be read to do so. Furthermore,the Financial Projections do not take into account any circumstances or events occurring after the date the Financial Projections were prepared.

CertainUnauditedFinancialProjectionsofSXE

The following table sets forth projected financial information for SXE as of September 18, 2017 for the fiscal years ending December 31, 2017, 2018, 2019,and 2020 (the “SXE Financial Projections”) that was developed by SXE management for purposes of their evaluation of the proposed Merger, presented to the SXEGP Board and provided to Jefferies and the SXE Conflicts Committee.

Year Ending December 31, 2017 2018 2019 2020 (dollars in thousands) Adjusted EBITDA $ 62,787 $ 72,170 $ 86,782 $ 95,574 Distributable cash flow 22,998 28,313 42,596 53,011 Free cash flow 5,485 23,758 42,596 53,011 Interest expense 34,290 33,412 32,586 30,963 Maintenance capital expenditures 5,512 10,600 11,600 11,600 Growth capital expenditures 17,500 4,400 — — Total long-term debt, including current portion 532,874 502,564 462,465 411,247

For the purposes of the SXE Financial Projections, (i) “Adjusted EBITDA,” as presented above, represents net income/loss, plus interest expense, income taxexpense, depreciation and amortization expense, equity in losses of joint venture investments, certain non-cash charges (such as non-cash unit-based compensation,impairments, loss on extinguishment of debt and unrealized losses on derivative contracts), major litigation costs net of recoveries, transaction-related costs,revenue deferral adjustment, loss on sale of assets, severance expense and selected charges that are unusual or non-recurring; less interest income, income taxbenefit, unrealized gains on derivative contracts, equity in earnings of joint venture investments, gain on sale of assets and selected gains that are unusual or non-recurring, (ii) “Distributable cash flow,” as presented above, represents Adjusted EBITDA, plus interest income and income tax benefit, less cash paid for interest(net of capitalized costs), income tax expense and maintenance capital expenditures and (iii) “Free cash flow,” as presented above, represents Adjusted EBITDA,less interest expense, less maintenance capital expenditures and less growth capital expenditures.

CertainUnauditedFinancialProjectionsofAMID

The Adjusted EBITDA forecast for 2018, 2019 and 2020 for AMID was developed utilizing the knowledge and expertise of the commercial and operationsdepartments and incorporated the most recent projections for producer volumes and contractual terms at the time of the forecast. Across the majority of assets, themodel incorporated known and high probability connections to new volume sources (well connections and pipeline interconnects) along with other opportunitiesthat were available at the time based upon historical production

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trends and knowledge of the areas in which AMID operates. AMID has minimal direct commodity price exposure primarily resulting from its retained proceedsfrom percentage-of-proceeds contracts, and AMID utilizes forward curves for natural gas liquids, natural gas and crude oil as reported by the Chicago MercantileExchange group for valuing those revenue sources.

The following table sets forth projected financial information for AMID as of October 8, 2017 for the fiscal years ending December 31, 2017, 2018, 2019,and 2020 (the “AMID Financial Projections” and, together with the SXE Financial Projections, the “Financial Projections”) that was developed by AMIDmanagement and provided by AMID to Jefferies and the SXE Conflicts Committee.

Year Ending December 31, 2017 2018 2019 2020 (dollars in thousands) Adjusted EBITDA $ 188,793 $ 218,875 $ 246,022 $ 213,368 Distributable cash flow 88,022 124,488 153,706 121,440 Total distributions to be paid 88,353 93,326 97,753 102,291 Total long term debt, including current portion 925,534 717,048 666,401 648,045

For purposes of the AMID Financial Projections, (i) “Adjusted EBITDA,” as presented above, represents net income (loss) attributable to AMID, plus depreciation, amortization and accretion expense, interest expense, debt issuance costs, unrealized losses on derivatives, non-cash charges such as non-cash equitycompensation expense, and charges that are unusual such as transaction expenses primarily associated with AMID’s acquisitions, income tax expense, distributionsfrom unconsolidated affiliates and general partner’s contribution, less earnings in unconsolidated affiliates, gains (losses) that are unusual such as gain onrevaluation of equity interest and gain on sale of AMID’s propane business, other, net, and gain on sale of assets, net and (ii) “Distributable cash flow,” aspresented above, represents Adjusted EBITDA, less cash paid for interest, preferred unit distributions, income tax expense and maintenance capital expenditures.

Readers of this proxy statement/prospectus are cautioned not to place undue reliance on the Financial Projections set forth above. No representation orwarranty is made by either SXE or AMID or any other person to any SXE Unitholder regarding the ultimate performance of SXE or AMID compared to theinformation included in the above Financial Projections. The inclusion of the Financial Projections in this proxy statement/prospectus should not be regarded as anindication that such prospective financial and operating information will necessarily be predictive of future events, and such information should not be relied on assuch.

SXE AND AMID DO NOT INTEND TO UPDATE OR OTHERWISE REVISE THE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCESEXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALLOF THE ASSUMPTIONS UNDERLYING SUCH FINANCIAL PROJECTIONS ARE NOT REALIZED, EXCEPT AS MAY BE REQUIRED BY LAW.

Governance Matters After the Transaction

In connection with the closing of the Contribution, Southcross Holdings, as the Class D member of AMID GP following the closing of the Transaction, willappoint two directors reasonably acceptable to the Class A members of AMID GP to the board of AMID GP, expanding the AMID GP board from nine directors to11 directors.

Ownership of AMID After the Transaction

AMID will issue approximately 3.5 million AMID Common Units to former SXE Unitholders pursuant to the Merger. AMID estimates that it will issueapproximately 13.6 million AMID Common Units to Southcross

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Holdings (subject to certain adjustments and escrows) in connection with the Contribution. Based on the number of AMID Common Units outstanding as ofOctober 31, 2017, which was the date of execution of the Transaction Agreements, immediately following the completion of the Transaction, AMID expects tohave approximately 69.8 million AMID Common Units outstanding. SXE Unitholders and Southcross Holdings are therefore expected to hold approximately24.5% of the aggregate number of AMID Common Units outstanding immediately after the Transaction and approximately 17.8% of AMID’s total units of allclasses (on an as-converted basis). Holders of AMID Common Units (similar to holders of SXE Common Units) are not entitled to elect directors of the AMID GPBoard and have only limited voting rights on matters affecting AMID’s business. Please read “ ComparisonofUnitholderRights” for additional information.

Interests of and Voting by Affiliated Unitholders

As of the record date of the Special Meeting, the Affiliated Unitholders owned, in the aggregate, [26,492,074] SXE Common Units, [12,213,713] SXESubordinated Units and [18,656,071] SXE Class B Convertible Units, which respectively represent [54.5]% of the SXE Common Units, 100% of the SXESubordinated Units and 100% of the SXE Class B Convertible Units outstanding and entitled to vote at the Special Meeting.

The Affiliated Unitholders entered into the Support Agreement with AMID simultaneously with the execution of the Merger Agreement. Under the SupportAgreement, the Affiliated Unitholders are required to vote their SXE Common Units, SXE Subordinated Units and SXE Class B Convertible Units, as applicable:(i) in favor of the Merger, and (ii) against, among other things, (A) any alternative proposal, (B) any proposal for recapitalization, reorganization, liquidation,dissolution, amalgamation, merger, sale of assets or other business combination between SXE and any other person (other than the Merger), and (C) any othertransaction that could adversely affect the Merger or that would result in a breach by SXE under the Merger Agreement. At least a majority of the outstanding SXESubordinated Units and a majority of the outstanding SXE Class B Convertible Units, voting separately as a class, must approve the Merger. The AffiliatedUnitholders own 12,213,713 SXE Subordinated Units, representing 100% of the total issued and outstanding SXE Subordinated Units, and [18,656,071] SXEClass B Convertible Units, representing 100% of the total issued and outstanding SXE Class B Convertible Units. The Southcross Holdings parties also agreedduring the term of the Support Agreement not to (i) enter into any other voting agreement with respect to the SXE Units covered in the Support Agreement and(ii) grant a proxy or power of attorney with respect to any of SXE Units covered in the Support Agreement.

The Support Agreement will remain in effect until the earliest to occur of (i) the Effective Time, (ii) termination of the Merger Agreement in accordancewith its terms, and (iii) written notice of termination of the Support Agreement by AMID to the Affiliated Unitholders.

Interests of Directors and Executive Officers of SXE GP in the Transaction

In considering the recommendation of the SXE GP Board that you vote to approve the Merger Agreement and the Merger, you should be aware that asidefrom their interests as SXE Unitholders, SXE GP’s directors and executive officers may have interests in the Merger that are different from, or in addition to, thoseof other SXE Unitholders generally. The members of the SXE GP Board were aware of and considered these interests, among other matters, in evaluating andnegotiating the Merger Agreement and the Merger and in recommending to the SXE Unitholders that the Merger Agreement be adopted. See “ —BackgroundoftheMerger” and “ —RecommendationoftheSXEConflictsCommitteeandtheSXEGPBoardandReasonsfortheMerger.” SXE Unitholders should take theseinterests into account in deciding whether to vote “FOR” the approval of the Merger Agreement. These interests are described in more detail below.

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SeveranceArrangements

SXE GP previously entered into severance agreements with certain executives, other than Mr. Williamson, that would require payments in connection withthe transactions contemplated by the Merger Agreement, in the event that within 12 months following the Merger, the executive officer is terminated without causeor resigns for good reason. In addition, Mr. Williamson’s employment agreement provides for the payment of severance in the event he is terminated in connectionwith the Merger either without cause or he resigns with good reason. The severance payments would be paid following such termination in the following amounts:

Name of Executive Officer Severance Amount Bruce A. Williamson* $ 1,000,000 Joel Moxley** $ 1,420,467 Kelly Jameson** $ 1,125,690 Bret Allan** $ 1,197,746

* Mr. Williamson’s employment agreement provides for the payment of one year of base salary.** The severance agreements provide for the payment of 24 months of base salary, two times annual target bonus, and 18 months of reimbursement for the cost

of COBRA coverage. The salary and bonus portions of severance will be paid in a lump sum, and the COBRA reimbursements will be paid for 18 monthsfollowing termination pursuant to the terms of the severance agreements.

Mr. Williamson’s employment agreement defines the term “cause” to mean the termination of Mr. Williamson’s employment due to: (i) his willful failure tosatisfactorily perform his lawful and reasonable material duties (other than any such failure resulting from his disability) or to devote his full time and effort to hisposition; (ii) his material violation of any material SXE GP policy that remains unremedied after reasonable notice to cure the violation; (iii) his failure to followlawful and reasonable directives from the SXE GP Board; (iv) his gross negligence or material misconduct; (v) his commission at any time of any material act offraud, embezzlement, misappropriation, material misconduct, conversion of assets of SXE GP or breach of fiduciary duty against SXE GP (or any predecessorthereto or successor thereof); or (vi) any felony conviction (other than a traffic violation which does not result in serious bodily injury or death). Notwithstandingthe foregoing, no act or omission shall constitute cause unless SXE GP provides to Mr. Williamson (x) written notice clearly and fully describing the particular actsor omissions which SXE GP reasonably believes in good faith constitute cause, (y) an opportunity, during the 30 days following Mr. Williamson’s receipt of suchnotice, to meet in person with SXE GP to explain or defend the alleged acts or omissions relied upon by SXE GP and, to the extent practicable and curable, to curesuch acts or omissions, and (z) a copy of the resolution duly adopted by SXE GP finding that, in the good faith opinion of SXE GP, Mr. Williamson committed thealleged acts or omissions and that they constitute grounds for cause under the employment agreement. Mr. Williamson shall have the right to contest adetermination of cause by requesting arbitration in accordance with the terms of the employment agreement.

Mr. Williamson’s employment agreement defines the term “good reason” to mean a termination of Mr. Williamson’s employment within 90 days after theoccurrence of one or more of the following conditions without his written consent: (i) Mr. Williamson is removed from the office of Chief Executive Officer ofSXE GP or as a member of the SXE GP Board; (ii) a material diminution in Mr. Williamson’s annual base salary, as described in the employment agreement; or(iii) a change in the geographic location at which Mr. Williamson must perform services to SXE GP to a location more than 50 miles from Dallas or Houston,Texas; and which, in the case of any of the foregoing, continues beyond 30 days after Mr. Williamson has provided SXE GP written notice that he believes in goodfaith that such condition giving rise to such claim of good reason has occurred.

For purposes of the severance agreements, “cause” is generally defined to mean employee’s (i) failure to satisfactorily perform employee’s material duties orto devote employee’s full time and effort to employee’s position; (ii) violation of any material SXE GP policy that remains unremedied after reasonable notice tocure the violation; (iii) failure to follow lawful directives from SXE GP’s Chairman, President and Chief Executive Officer, the SXE GP Board, or employee’sdirect supervisor; (iv) negligence or material misconduct; (v) dishonesty or fraud; or (vi) felony conviction.

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The severance agreements define “good reason” as (i) a material change in employee’s job duties and responsibilities; (ii) a material reduction in employee’sbase salary unless the reduction applies to all SXE GP employees employed at similar levels; or (iii) a change in the location that employee regularly works of morethan 25 miles. The definition of “good reason” under Mr. Jameson’s severance agreement contains an additional prong of reporting to any individual other than thechief executive officer of SXE GP.

TreatmentofSXEEquity-BasedAwards

In connection with the transactions contemplated by the Merger Agreement, SXE GP will accelerate the vesting of each unvested SXE LTIP Unit held byeach of the SXE executive officers and settle such SXE LTIP Units in SXE Common Units immediately prior to the Effective Time, subject to withholding forapplicable taxes. Then, upon the Effective Time, each such SXE Common Unit shall be converted into the right to receive 0.160 of an AMID Common Unit. Anytandem dividend equivalent right issued in connection with such SXE LTIP Unit awards will be settled as soon as administratively feasible following the EffectiveTime. See “ TheMergerAgreement—MergerConsideration” and “ —TreatmentofSXELTIPUnits” for more information.

The following table sets forth the number of outstanding SXE LTIP Units held by each of the below executive officers of SXE that would be subject toaccelerated vesting immediately prior to the Effective Time, assuming a Merger closing date of January 31, 2018:

Executive Officer Unvested SXE LTIP Units Bruce A. Williamson N/A Joel Moxley 15,000 Kelly Jameson 10,834 Bret Allan 12,000

2017BonusAward

In connection with the transactions contemplated by the Merger Agreement, SXE GP determined the SXE executive officers’ annual incentive bonus awardsfor fiscal year 2017, such that each executive is entitled to receive a cash payment equal to 100% of the executive’s target annual cash bonus opportunity for fiscalyear 2017. The table below sets forth the maximum amount of the 2017 bonus award that may be paid to the following individuals at the closing of the Merger,subject to continued employment through such date.

Executive Officer 2017 Bonus Amount Bruce A. Williamson $ N/A Joel Moxley $ 297,750 Kelly Jameson $ 232,500 Bret Allan $ 247,500

TransactionBonuses

SXE GP previously entered into certain bonus agreements dated March 27, 2017 with the executives described below providing for a one-time lump sumcash payment of a bonus (“Transaction Bonus”) provided the executive is employed on the closing of the Merger. The Transaction Bonuses are payable at theclosing of the Merger. Below is a summary of the Transaction Bonuses:

Executive Officer Transaction Bonus Amount Bruce A. Williamson $ 1,500,000 Joel Moxley $ 600,000 Kelly Jameson $ 600,000 Bret Allan $ 600,000

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2016Cash-BasedLTIPAwards

In connection with the transactions contemplated by the Merger Agreement, SXE GP determined the SXE executive officers’ outstanding 2016 cash-basedlong-term incentive awards under the SXE 2016 Cash-Based Long-Term Incentive Plan (“2016 LTIP”) will become vested, such that each executive is entitled toreceive a single lump sum cash payment within 30 days after the closing date of the Merger. The unvested 2016 LTIP amounts that are subject to acceleration areset forth in the table below:

Executive Officer Unvested Amount Bruce A. Williamson $ N/A Joel Moxley $ 320,000 Kelly Jameson $ 110,000 Bret Allan $ 260,000

IndemnificationandInsurance

Pursuant to the terms of the Merger Agreement, SXE’s directors and executive officers may be entitled to certain indemnification and insurance coverageunder directors’ and officers’ liability insurance policies. Such indemnification and insurance coverage is further described in the section entitled “ TheMergerAgreement—Indemnification;Directors’andOfficers’Insurance.”

Regulatory Approvals and Clearances Required for the Transaction

The following is a summary of the material regulatory requirements for completion of the transactions contemplated by the Merger Agreement. There can beno guarantee if and when any of the consents or approvals required for the transactions contemplated by the Merger Agreement will be obtained or as to theconditions that such consents and approvals may contain.

Under the HSR Act, and related rules, certain transactions, including the Merger, may not be completed until notifications have been given and informationfurnished to the Antitrust Division and all statutory waiting period requirements have been satisfied. On November 28, 2017, AMID and SXE filed HSR Formswith the Antitrust Division and the FTC and on December 8, 2017, AMID and SXE received early termination of the applicable waiting period under the HSR Act.

At any time before or after the Effective Time, the Antitrust Division could take action under the antitrust laws, including seeking to prevent the Merger, torescind the Merger or to conditionally approve the Merger upon the divestiture of assets of AMID or SXE or subject to other remedies. In addition, U.S. stateattorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest including without limitation seeking to enjointhe completion of the Merger or permitting completion subject to regulatory concessions or conditions. Private parties may also seek to take legal action under theantitrust laws under some circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge ismade, that it would not be successful.

AMID and SXE have agreed to (including to cause their respective subsidiaries to) use their reasonable best efforts to resolve any objections that agovernmental authority may assert under antitrust laws with respect to the transactions contemplated by the Merger agreement, including the Merger, and to avoidor eliminate each and every impediment under any antitrust law that may be asserted by any governmental authority with respect to the Merger, in each case, so asto enable the closing of the Merger to occur as promptly as practicable and in any event no later than June 1, 2018 (the “Outside Date”). Notwithstanding theforegoing, SXE and AMID are under no obligation to dispose, transfer or separate any assets or operations.

Southcross Mississippi, an indirect subsidiary of SXE, has a CPCN that will be transferred in connection with the Transaction. Southcross Mississippi mustobtain an order from the MPSC approving the transfer of the CPCN. At any time before or after the Effective Time, the MPSC could decide not to issue an order toSXE to allow SXE to transfer the CPCN, or grant consent upon certain conditions.

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Amendments to the Existing AMID Partnership Agreement

In connection with the closing of the Contribution, AMID GP will enter into the AMID Partnership Agreement.

In conjunction with the Transaction, and as partial consideration under the Contribution Agreement, AMID will issue to Southcross Holdings 4.5 millionseries E preferred units. Concurrently with the closing of the Transaction, AMID GP will enter into the AMID Partnership Agreement to reflect the issuance ofseries E preferred units. Series E preferred units have the right to receive cumulative distributions in the same priority as distributions to the series A preferred unitsand series C preferred units and prior to any other distributions made in respect of the AMID Common Units (the “series E quarterly distribution”). Distributions onseries E units can be made with paid-in-kind series E units, cash or a combination thereof, at the discretion of the board of directors of AMID GP.

The AMID Partnership Agreement amends certain rights and preferences of holders of series C preferred units. In AMID GP’s discretion, the series Cquarterly distribution with respect to series C preferred units representing underlying AMID Common Units having a value of $50 million based upon the closingprice of AMID Common Units on the trading date immediately preceding the applicable record date for such conversion the $50 million of series C preferred units(as defined below) may instead be paid as (x) an amount in cash up to the series C distribution rate, as such term is defined in the AMID Partnership Agreement,and (y) a number of series C PIK preferred units equal to (a) the remainder of (i) the series C distribution rate less (ii) the amount of cash paid pursuant to clause(x), divided by (b) the series C adjusted issue price, as such term is defined in the AMID Partnership Agreement. In AMID GP’s discretion, the series C quarterlydistribution with respect to the remaining series C preferred units (that is, other than the $50 million of Series C Preferred Units) may be paid as (x) an amount incash up to the greater of (a) $0.4125 and (b) the series C subsequent distribution rate, as such term is defined in the AMID Partnership Agreement, and (y) anumber of series C preferred units equal to (a) the remainder of (i) the greater of (I) $0.4125 per unit and (II) the series C subsequent distribution rate less (ii) theamount of cash paid pursuant to clause (x), divided by (b) the series C adjusted issue price. The AMID Partnership Agreement also provides the Partnership withcertain redemption rights related to the series C preferred units. The $50 million Series C Preferred Units are convertible upon the election of the Partnership at anytime after the series E preferred units become convertible.

The AMID Partnership Agreement provides Southcross Holdings with certain limited preemptive rights. If AMID issues to the Class A Member, as suchterm is defined in the Amended GP LLC Agreement (as defined below), or its affiliates limited partnership interests of the same class held by Southcross Holdings(other than issuances of PIK preferred units or issuances of limited partner interests purchased by the general partner to maintain its percentage interest as describedabove), Southcross Holdings has the right to purchase limited partner interests of such class from AMID up to the amount necessary to maintain its aggregatepercentage interest equal to that which existed immediately prior to the issuance of such limited partner interests on the same terms provided to the Class AMember or its affiliates. Further, if AMID issues to Magnolia, or any of its affiliates that holds series C preferred units (the “Magnolia LPs”), or any of theirrespective affiliates limited partner interests (other than (i) issuances of PIK preferred units or conversion units, (ii) issuances of limited partner interests purchasedby the general partner to maintain its percentage interest as described above, (iii) issuances to finance a capital improvement or the replacement of a capital asset or(iv) issuances to all AMID Common Unitholders on a pro rata basis), Southcross Holdings has the right to purchase such limited partner interests from AMID up tothe amount necessary to maintain its percentage interest equal to that which existed immediately prior to the issuance of such limited partner interests on the sameterms provided to Magnolia, the Magnolia LPs or any of their respective affiliates.

Under the AMID Partnership Agreement, AMID has agreed to register for resale under the Securities Act and applicable state securities laws any AMIDCommon Units, series A preferred units, series C preferred units, series E preferred units, or other partnership securities proposed to be sold by SouthcrossHoldings or any of its

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affiliates, if an exemption from the registration requirements is not otherwise available. AMID is not obligated to effect more than two registrations at the request ofSouthcross Holdings or its affiliates. These registration rights continue, following any withdrawal or removal of AMID GP as the AMID general partner, for twoyears and for so long thereafter as is required for the holder to sell its partnership securities. AMID is obligated to pay all expenses incidental to the registration atthe request of Holdings or its affiliates, excluding underwriting discounts and commissions, but only to the extent such request is made within 20 days after theissuance of common units pursuant to AMID’s right to exercise its series E conversion right, and all costs and expenses of any other such registration shall be paidby Southcross Holdings or its affiliates.

For a description of the relative rights and preferences of holders of series C preferred units and series E preferred units, see “ TheAMIDPartnershipAgreement” and “ ProvisionsoftheAMIDPartnershipAgreementRelatingtoCashDistributions.” This is only a summary of material changes to the AMIDPartnership Agreement and is qualified in its entirety by reference to the form AMID Partnership Agreement filed as an exhibit to the registration statement ofwhich this proxy statement/prospectus forms a part.

Accounting Treatment of the Merger

In accordance with accounting principles generally accepted in the United States and in accordance with the Financial Accounting Standards Board’sAccounting Standards Codification Topic 805—Business Combinations, AMID will account for the merger as an acquisition of a business.

Listing of AMID Common Units; Delisting and Deregistration of SXE Common Units

It is a condition to closing that the AMID Common Units to be issued in the Merger to SXE Unitholders be approved for listing on the NYSE, subject toofficial notice of issuance. If the Merger is completed, SXE Common Units will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

No Appraisal Rights

Appraisal rights are not available in connection with the Merger under the Delaware LP Act or under the SXE Partnership Agreement.

Litigation Related to the Merger

In connection with the Merger, as of February 8, 2018, five putative class actions have been filed in the United States District Court for the Northern Districtof Texas. The actions were filed against multiple, different entities and individuals, including by way of example only and among others, SXE, SXE GP,Southcross Holdings, Holdings GP, AMID, AMID Merger Sub, and certain former and current members of SXE executive management and the SXE GP Board.

The complaints generally allege, among other things, that the registration statement on Form S-4 (file no. 333-222501) of which this proxystatement/prospectus is a part is false and materially misleading and that the defendants have violated Sections 14(a) and 20(a) of the Securities Exchange Act of1934 and Rule 14a-9 promulgated thereunder. Generally, the complaints seek class certification, injunctive relief, damages, declaratory relief, and attorney’s feesand court costs.

The five actions filed in the United States District Court for the Northern District of Texas are captioned as follows:

• RobinsonIglesiasv.SouthcrossEnergyPartners,L.P.,SouthcrossEnergyPartnersGP,LLC,SouthcrossHoldingsLP,SouthcrossHoldingsGPLLC,

BruceA.Williamson,DavidW.Biegler,AndrewA.Cameron,NicholasJ.Caruso,JasonH.Downie,WallaceHenderson,JerryW.Pinkerton,CherokeeMergerSubLLC,andAmericanMidstreamPartners,LP, Civil Action No. 3:18-cv-00158-N.

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• AnthonyFranchiv.SouthcrossEnergyPartners,L.P.,SouthcrossEnergyPartnersGP,LLC,BruceA.Williamson,DavidW.Biegler,AndrewA.

Cameron,NicholasJ.Caruso,Jr.,JasonH.Downie,JerryW.Pinkerton,RandallS.Wade,AmericanMidstreamPartners,LP,AmericanMidstreamPartnersGP,LLC,andCherokeeMergerSubLLC, Civil Action No. 3:18-cv-00179-D.

• AdrianMarshallv.SouthcrossEnergyPartners,L.P.,SouthcrossEnergyPartnersGP,LLC,SouthcrossHoldingsLP,SouthcrossHoldingsGPLLC,

BruceA.Williamson,DavidW.Biegler,AndrewA.Cameron,NicholasJ.Caruso,Jr.,JasonH.Downie,JerryW.Pinkerton,RandallS.Wade,BretM.Allan,AmericanMidstreamPartners,LP,andCherokeeMergerSubLLC, Civil Action No. 3:18-cv-00272-D.

• KristinDollerv.SouthcrossEnergyPartners,L.P.,SouthcrossEnergyPartnersGP,LLC,SouthcrossHoldingsLP,SouthcrossHoldingsGPLLC,

DavidW.Biegler,AndrewA.Cameron,NicholasJ.Caruso,Jr.,JasonH.Downie,JerryW.Pinkerton,RandallS.Wade,andBruceA.Williamson,Civil Action No. 3:18-cv-00291-N.

• RobertJohnsonv.SouthcrossEnergyPartners,L.P.,SouthcrossEnergyPartnersGP,LLC,SouthcrossHoldingsLP,SouthcrossHoldingsGPLLC,

BruceA.Williamson,DavidW.Biegler,AndrewA.Cameron,NicholasJ.Caruso,Jr.,JasonH.Downie,JerryW.Pinkerton,RandallS.Wade, CivilAction No. 3:18-cv-00289-C.

If a dismissal is not granted or a settlement is not reached, these lawsuits could prevent or delay completion of the Merger and result in substantial costs toSXE, AMID or the combined partnership following the Merger. There can be no assurance that any of the defendants will be successful in the outcome of thepending or any potential future lawsuits. All defendants deny any wrongdoing in connection with the proposed Transaction and plan to vigorously defend againstall pending claims.

Restrictions on Sales of AMID Common Units Received in the Merger

AMID Common Units issued in the Merger will not be subject to any restrictions on transfer arising under the Securities Act or the Exchange Act, except forAMID Common Units issued to any SXE Unitholder who may be deemed to be an “affiliate” of AMID after the completion of the Merger. This proxystatement/prospectus does not cover resales of AMID Common Units received by any person upon the completion of the Merger, and no person is authorized tomake any use of this proxy statement/prospectus in connection with any resale.

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THE MERGER AGREEMENT

ThefollowingdescribesthematerialprovisionsoftheMergerAgreement,acopyofwhichisattachedasAnnexAtothisproxystatement/prospectusandincorporatedbyreferenceherein.Thedescriptioninthissectionandelsewhereinthisproxystatement/prospectusisqualifiedinitsentiretybyreferencetotheMergerAgreement.ThissummarydoesnotpurporttobecompleteandmaynotcontainalloftheinformationabouttheMergerAgreementthatisimportanttoyou.AMIDandSXEencourageyoutoreadcarefullytheMergerAgreementinitsentiretybeforemakinganydecisionsregardingtheMergerasitisthelegaldocumentgoverningtheMerger.

TheMergerAgreementandthissummaryofitstermshavebeenincludedtoprovideyouwithinformationregardingthetermsoftheMergerAgreement.FactualdisclosuresaboutAMID,SXEoranyoftheirrespectivesubsidiariesoraffiliatescontainedinthisproxystatement/prospectusortheirrespectivepublicreportsfiledwiththeSECmaysupplement,updateormodifythefactualdisclosuresaboutAMID,SXEortheirrespectivesubsidiariesoraffiliatescontainedintheMergerAgreementanddescribedinthissummary.Therepresentations,warrantiesandcovenantsmadeintheMergerAgreementbyAMID,SXEandtheirrespectivesubsidiarieswerequalifiedandsubjecttoimportantlimitationsagreedtobyAMID,SXEandtheirrespectivesubsidiariesinconnectionwithnegotiatingthetermsoftheMergerAgreement.Inparticular,inyourreviewoftherepresentationsandwarrantiescontainedintheMergerAgreementanddescribedinthissummary,itisimportanttobearinmindthattherepresentationsandwarrantieswerenegotiatedwiththeprincipalpurposesofallocatingriskbetweenthepartiestotheMergerAgreement,ratherthanestablishingmattersasfacts.TherepresentationsandwarrantiesmayalsobesubjecttoacontractualstandardofmaterialitydifferentfromthosegenerallyapplicabletounitholdersandreportsanddocumentsfiledwiththeSECand,insomecases,werequalifiedbyconfidentialdisclosuresthatweremadebyeachpartytotheother,whichdisclosuresarenotreflectedintheMergerAgreementorotherwisepubliclydisclosed.Moreover,informationconcerningthesubjectmatteroftherepresentationsandwarrantiesmayhavechangedsincethedateoftheMergerAgreementandsubsequentdevelopmentsornewinformationqualifyingarepresentationorwarrantymayhavebeenincludedinthisproxystatement/prospectus.Fortheforegoingreasons,therepresentations,warrantiesandcovenantsoranydescriptionsofthoseprovisionsshouldnotbereadalone.

The Merger

Subject to the terms and conditions of the Merger Agreement and in accordance with Delaware law, the Merger Agreement provides for the merger of SXEwith AMID Merger Sub. SXE, which is sometimes referred to following the Merger as the surviving entity, will survive the merger, and the separate limitedliability company existence of AMID Merger Sub will cease. After the completion of the Merger, the certificate of limited partnership of SXE in effectimmediately prior to the Effective Time will be the certificate of limited partnership of the surviving entity, until amended in accordance with its terms andapplicable law, and the SXE Partnership Agreement in effect immediately prior to the Effective Time will be the agreement of limited partnership of the survivingentity, until amended in accordance with its terms and applicable law.

Effective Time; Closing

The Effective Time of the Merger will be at such time that AMID duly files a certificate of merger effecting the Merger with the Secretary of State of theState of Delaware, executed in accordance with the relevant provisions of the Delaware LP Act and the Delaware Limited Liability Company Act, or at such otherdate or time as is agreed to by AMID and SXE in writing and specified in the certificate of merger.

Unless the parties agree otherwise, the closing of the Merger will occur at 9:00 a.m., Central Time, on the second business day after the satisfaction or waiverof the conditions to the Merger provided in the Merger Agreement (other than conditions that by their nature are to be satisfied at the closing of the Merger, butsubject to the satisfaction or waiver of those conditions), or at such other date or time as AMID and SXE agree. For further discussion of the conditions to theMerger, see “— ConditionstoConsummationoftheMerger.”

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AMID and SXE currently expect to complete the Transaction in the second quarter of 2018, subject to receipt of required SXE Unitholder and regulatoryapprovals and to the satisfaction or waiver of the other conditions to the transactions contemplated by the Merger Agreement and Contribution Agreementdescribed below.

Conditions to Consummation of the Merger

AMID and SXE may not complete the Merger unless each of the following conditions is satisfied or waived, if waiver is permitted by applicable law, on orprior to the Closing Date:

• the Merger Agreement and the transactions contemplated thereby must have been approved by the affirmative vote of the holders of at least a majority

of the outstanding Non-Affiliated SXE Common Units, the holders of at least a majority of the outstanding SXE Subordinated Units and the holders ofat least a majority of the outstanding SXE Class B Convertible Units, voting as separate classes;

• the waiting period applicable to the Merger under the HSR Act, if any, must have been terminated or expired;

• no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority will be in effect

enjoining, restraining, preventing or prohibiting the consummation of transactions contemplated by the Merger Agreement or making theconsummation of such transactions illegal;

• the registration statement of which this proxy statement/prospectus forms a part must have been declared effective by the SEC and must not be subjectto any stop order or proceedings initiated or threatened by the SEC;

• the AMID Common Units to be issued in the Merger must have been approved for listing on the NYSE, subject to official notice of issuance;

• AMID having received from Gibson Dunn, counsel to AMID, a written opinion dated as of the date of the closing of the Merger to the effect that forU.S. federal income tax purposes (i) no AMID entity should recognize any income or gain as a result of the Merger (other than any gain resulting fromany decrease in partnership liabilities pursuant to Section 752 of the Code), (ii) no gain or loss should be recognized by holders of AMID CommonUnits as a result of the Merger (subject to certain exceptions), and (iii) AMID is classified as a partnership for U.S. federal income tax purposes;

• SXE having received from Locke Lord, counsel to SXE, a written opinion dated as of the date of the closing of the Merger to the effect that for U.S.federal income tax purposes subject to certain exceptions, (i) holders of SXE Common Units, SXE Subordinated Units or SXE Class B ConvertibleUnits should not recognize any income or gain as a result of the Merger with respect to such SXE Common Units, SXE Subordinated Units or SXEClass B Convertible Units held (other than any gain resulting from any actual or constructive distribution of cash, including any decrease inpartnership liabilities pursuant to Section 752 of the Code, the receipt of any Merger consideration that is not pro rata with the other holders of thesame class of units, or liabilities incurred other than in the ordinary course of business of SXE or its subsidiaries); provided that such opinion does notextend to any holder who acquired SXE Common Units, SXE Subordinated Units or SXE Class B Convertible Units from SXE in exchange forproperty or services other than cash, and (ii) SXE is classified as a partnership for U.S. federal income tax purposes; and

• the Contribution must have been completed.

The obligations of AMID to effect the Merger are subject to the satisfaction or waiver of the following additional conditions:

• the representations and warranties of SXE in the Merger Agreement being true and correct, both when made and at and as of the date of the closing ofthe Merger, except to the extent expressly made as of

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an earlier date, in which case as of such date, except where the failure of such representations and warranties to not be so true and correct (withoutgiving effect to any limitation as to material adverse effect or materiality contained in any individual representation or warranty), does not have andwould not reasonably be expected to have, individually or in the aggregate, a material adverse effect on SXE (apart from certain identifiedrepresentations and warranties providing (i) that there will not have been a material adverse effect on SXE from June 30, 2017 through the closing dateof the Merger, (ii) that each of SXE and SXE GP have the authority to execute the Merger Agreement and consummate the transactions contemplatedthereby, (iii) that the approval of the Merger Agreement by the affirmative vote of the holders of at least a majority of the outstanding Non-AffiliatedSXE Common Units, at least a majority of the outstanding SXE Subordinated Units and at least a majority of the outstanding SXE Class BConvertible Units, voting as separate classes, is the only approval of the holders of any equity interests in SXE that is required for approval of thetransactions contemplated by the Merger Agreement, which in each of clauses (i)-(iii) must be true and correct in all respects and (iv) regarding SXE’scapitalization, which must be true and correct in all respects other than immaterial misstatements and omissions);

• SXE and SXE GP having performed, in all material respects, all obligations required to be performed by them under the Merger Agreement; and

• the receipt of an officer’s certificate executed by an executive officer of SXE certifying that the two preceding conditions have been satisfied.

The obligations of SXE to effect the Merger are subject to the satisfaction or waiver of the following additional conditions:

• the representations and warranties of AMID and AMID GP in the Merger Agreement being true and correct both when made and at and as of the dateof the closing of the Merger, except to the extent expressly made as of an earlier date, in which case as of such date, except where the failure of suchrepresentations and warranties to be so true and correct (without giving effect to any limitation as to material adverse effect or materiality contained inany individual representation or warranty), does not have and would not reasonably be expected to have, individually or in the aggregate, a materialadverse effect on AMID (apart from certain identified representations and warranties providing (i) that there will not have been a material adverseeffect on AMID from June 30, 2017 through the closing date of the Merger, (ii) that each of AMID and AMID GP have the authority to execute theMerger Agreement and consummate the transactions contemplated thereby, (iii) that neither AMID nor AMID GP or any of their respectivesubsidiaries holds any limited partner interests, capital stock, voting securities or equity interests of SXE or any of its subsidiaries, which in each ofclauses (i)-(iii) must be true and correct in all respects and (iv) regarding AMID’s capitalization, which must be true and correct in all respects otherthan immaterial misstatements and omissions);

• AMID and AMID GP having performed, in all material respects, all obligations required to be performed by them under the Merger Agreement;

• the receipt of an officer’s certificate executed by an executive officer of AMID certifying that the two preceding conditions have been satisfied; and

• AMID having (i) paid or caused to be paid on behalf of SXE the dollar amount of all indebtedness and any other amounts required to be paid underSXE’s credit facility in order to fully pay off SXE’s credit facility and (ii) as applicable, to such accounts as designated in a qualifying notes payoffletter by Southcross Holdings and/or the Sponsors, and in accordance with the qualifying notes payoff letter, the dollar amount of indebtedness andany other amounts required to be paid in order to fully pay off the qualifying notes.

For purposes of the Merger Agreement, the term “material adverse effect” means, when used with respect to a party to the Merger Agreement, any change,effect, event or occurrence that, individually or in the aggregate,

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(x) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of such party or itssubsidiaries, taken as a whole, or (y) prevents or materially impedes, interferes with or hinders the consummation of the transactions contemplated by the MergerAgreement, including the Merger, on or before the Outside Date; provided, however, that, with respect to the foregoing clause (x) only, any adverse changes,effects, events or occurrences resulting from or due to any of the following will be disregarded in determining whether there has been a material adverse effect:(i) changes, effects, events or occurrences generally affecting the United States or global economy, the financial, credit, debt, securities or other capital markets orpolitical, legislative or regulatory conditions or changes in the industries in which such party operates; (ii) the announcement or pendency of the Merger Agreementor the transactions contemplated thereby; (iii) any change in the market price or trading volume of the limited partnership interests or other equity securities of suchparty (it being understood and agreed that the foregoing will not preclude any other party to the Merger Agreement from asserting that any facts or occurrencesgiving rise to or contributing to such change that are not otherwise excluded from the definition of material adverse effect should be deemed to constitute, or betaken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect); (iv) acts of war or terrorism (or theescalation of the foregoing) or natural disasters or other force majeure events; (v) changes in any laws or regulations applicable to such party or applicableaccounting regulations or principles or the official interpretation thereof that materially affects the Merger Agreement or the transactions contemplated thereto;(vi) changes, effects, events or occurrences generally affecting the prices of oil, natural gas, natural gas liquids or coal or other commodities; and (vii) any failure ofa party to meet any internal or external projections, forecasts or estimates of revenues, earnings or other financial or operating metrics for any period (it beingunderstood and agreed that the foregoing will not preclude any other party to the Merger Agreement from asserting that any facts or occurrences giving rise to orcontributing to such failure that are not otherwise excluded from the definition of “material adverse effect” should be deemed to constitute, or be taken into accountin determining whether there has been, or would reasonably be expected to be, a material adverse effect); provided, however, that changes, effects, events oroccurrences referred to in clauses (i), (iv), (v) and (vi) above will be considered for purposes of determining whether there has been or would reasonably beexpected to be a material adverse effect if and to the extent such state of affairs, changes, effects, events or occurrences has had or would reasonably be expected tohave a disproportionate adverse effect on such party and its subsidiaries, taken as a whole, as compared to other companies of similar size operating in theindustries in which such party and its subsidiaries operate.

SXE Unitholder Approval

SXE has agreed to hold a special meeting of its unitholders as soon as is practicable after the date of the Merger Agreement for the purpose of suchunitholders voting on the approval of the Merger Agreement and the transactions contemplated thereby. The Merger Agreement requires SXE to submit the MergerAgreement to a unitholder vote. In addition, unless the SXE GP Board has effected an adverse recommendation change in accordance with the Merger Agreementas described in “— ChangeinSXEGPBoardRecommendation,” SXE has agreed to use reasonable best efforts to solicit from its unitholders proxies in favor ofthe Merger and to take all other action necessary or advisable to secure the approval by its unitholders of the Merger Agreement and the transactions contemplatedthereby. The SXE GP Board has approved the Merger Agreement and the transactions contemplated thereby and authorized that the Merger Agreement besubmitted to the unitholders of SXE for their consideration.

For purposes of the Merger Agreement, the term “alternative proposal” means any inquiry, proposal or offer from any person or “group” (as defined inSection 13(d) of the Exchange Act), other than AMID, its subsidiaries and their respective affiliates, including, but not limited to, the Affiliated Unitholders,relating to any (i) direct or indirect acquisition (whether in a single transaction or a series of related transactions), outside of the ordinary course of business, ofassets of SXE and its subsidiaries (including securities of subsidiaries) equal to 25% or more of SXE’s consolidated assets or to which 25% or more of SXE’srevenues or earnings on a consolidated basis are attributable, (ii) direct or indirect acquisition (whether in a single transaction or a series of related transactions) ofbeneficial ownership (within the meaning of Section 13 under the Exchange Act) of 25% or more

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of any class of equity securities of SXE, (iii) tender offer or exchange offer that if consummated would result in any person or “group” (as defined in Section 13(d)of the Exchange Act) beneficially owning 10% or more of any class of equity securities of SXE, or (iv) merger, consolidation, unit exchange, share exchange,business combination, recapitalization, liquidation, dissolution or similar transaction involving SXE which is structured to permit any person or “group” (as definedin Section 13(d) of the Exchange Act) to acquire beneficial ownership of at least 25% of SXE’s consolidated assets or equity interests; in each case, other than thetransactions contemplated by the Merger Agreement.

No Solicitation by SXE of Alternative Proposals

The Merger Agreement contains detailed provisions prohibiting SXE from seeking an alternative proposal to the Merger. Under these “no solicitation”provisions, each of SXE and SXE GP have agreed that it will not, and SXE will cause its subsidiaries and use reasonable best efforts to cause its and itssubsidiaries’ directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives not to, directly orindirectly:

• solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or take anyother action intended to lead to any inquiries or any proposals that constitute the submission of an alternative proposal;

• grant approval to any person to acquire 20% or more of any partnership securities issued by SXE without such person being subject to the limitations

in the SXE Partnership Agreement that prevents certain persons or groups that beneficially own 20% or more of any outstanding partnership securitiesof any class then outstanding from voting any partnership securities of SXE on any matter; or

• enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, unit purchase agreement, asset purchase agreementor unit exchange agreement, option agreement or other similar agreement relating to an alternative proposal.

In addition, the Merger Agreement requires SXE and its subsidiaries to (i) immediately cease and cause to be terminated any discussions or negotiations withany persons conducted prior to the execution of the Merger Agreement regarding an alternative proposal, (ii) request the return or destruction of all confidentialinformation previously provided to any such persons by or on behalf of SXE or its subsidiaries, and (iii) immediately prohibit any access by any persons (other thanAMID and its representatives) to any physical or electronic data room relating to a possible alternative proposal.

SXE has also agreed in the Merger Agreement that it (i) will promptly, and in any event within 48 hours after receipt, notify AMID of any alternativeproposal or any request for information or inquiry with regard to any alternative proposal and the identity of the person making any such alternative proposal,request or inquiry (including providing AMID with copies of any written materials received from or on behalf of such person relating to such proposal, offer,request or inquiry) and (ii) will provide AMID with the material terms, conditions and nature of any such alternative proposal, request or inquiry. In addition, SXEagrees to keep AMID reasonably informed of all material developments affecting the status and terms of any such alternative proposals, offers, inquiries or requests(and promptly provide AMID with copies of any written materials received by it, or that it has delivered to any third party making an alternative proposal, thatrelate to such proposals, offers, requests or inquiries) and of the status of any such discussions or negotiations.

The Merger Agreement permits SXE or the SXE GP Board to issue a “stop, look and listen” communication pursuant to Rule 14d-9(f) or comply with Rule14d-9 and Rule 14e-2 under the Exchange Act if the SXE GP Board determines in good faith (after consultation with outside legal counsel) that the failure to takesuch action would be reasonably likely to constitute a violation of applicable law.

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Change in SXE GP Board Recommendation

The Merger Agreement provides that SXE and SXE GP will not, and SXE will cause its subsidiaries and use reasonable best efforts to cause itsrepresentatives not to, directly or indirectly, withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to AMID, therecommendation of the SXE GP Board that its unitholders approve the Merger Agreement or publicly recommend the approval of, or publicly approve, or proposeto publicly recommend or approve, any alternative proposal. In addition, if SXE receives an alternative proposal it will, within 10 business days of receipt of awritten request from AMID, publicly reconfirm the recommendation of the SXE GP Board that its unitholders approve the Merger Agreement; provided, thatAMID is not permitted to make such request on more than one occasion in respect of each alternative proposal and each material modification to an alternativeproposal, if any.

SXE’s taking or failing to take, as applicable, any of the actions described above is referred to as an “adverse recommendation change.”

Notwithstanding the terms described above or any other term of the Merger Agreement to the contrary, subject to the conditions described below, the SXEGP Board may (upon the recommendation of the SXE Conflicts Committee), at any time prior to the approval of the Merger Agreement by the SXE Unitholders,effect an adverse recommendation change in response to either (i) an alternative proposal or (ii) changed circumstance (as defined below), in each case if the SXEGP Board, after consultation with SXE GP’s financial advisor and outside legal counsel, determines in good faith that the failure to take such action would not be inthe best interest of SXE and would be inconsistent with its duties under the SXE Partnership Agreement and applicable law, and the following conditions have beenmet:

• if the SXE GP Board intends to effect such adverse recommendation change in response to an alternative proposal:

• such alternative proposal is bona fide, in writing and has not been withdrawn or abandoned;

• the SXE GP Board has determined, after consultation with SXE GP’s outside legal counsel and financial advisors, that such alternativeproposal constitutes a designated proposal as described and defined below;

• SXE has provided prior written notice to AMID of the intention of the SXE GP Board to effect an adverse recommendation change, and suchnotice has specified the identity of the person making such alternative proposal, the material terms and conditions of such alternative proposal,and complete copies of any written proposal or offers (including proposed agreements) received by SXE in connection with such alternativeproposal;

• during the period that commences on the date of delivery of the above-described notice and ends on the date that is the fifth calendar dayfollowing the date of such delivery, SXE must have (1) negotiated with AMID in good faith to make such adjustments to the terms andconditions of the Merger Agreement as would permit the SXE GP Board not to effect an adverse recommendation change and (2) kept AMIDreasonably informed with respect to the status and changes in the material terms and conditions of such alternative proposal or other change incircumstances related thereto; provided, that any material revisions to such alternative proposal (including any change in the form, amount ortiming of payment of consideration) will require delivery of a subsequent notice and a subsequent notice period, except that such subsequentnotice period will expire upon the later of (x) the end of the initial notice period and (y) the date that is the third calendar day following thedate of the delivery of such subsequent notice; and

• the SXE GP Board must have considered all revisions to the terms of the Merger Agreement offered in writing by AMID and, at the end of the

notice period, must have determined in good faith, after consultation with SXE GP’s financial advisor and outside legal counsel, that (i) suchalternative proposal continues to constitute a designated proposal and (ii) failure to effect an

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adverse recommendation change would not be in the best interest of SXE and would be inconsistent with its duties under the SXE PartnershipAgreement and applicable law, in each case even if such revisions were to be given effect; or

• if the SXE GP Board intends to effect such adverse recommendation change in response to a changed circumstance:

• SXE has provided prior written notice to AMID of the intention of the SXE GP Board to effect an adverse recommendation change, and suchnotice has specified the details of such changed circumstance and the reasons for the adverse recommendation change;

• during the period that commences on the date of delivery of the above-described notice and ends on the date that is the fifth calendar dayfollowing the date of such delivery, SXE must have (i) negotiated with the other party in good faith to make such adjustments to the terms andconditions of the Merger Agreement as would permit the SXE GP Board not to effect an adverse recommendation change and (ii) kept AMIDreasonably informed of any change in circumstances related thereto; and

• the SXE GP Board must have considered all revisions to the terms of the Merger Agreement offered in writing by AMID and, at the end of thenotice period, must have determined in good faith after consultation with SXE GP’s financial advisor and outside legal counsel, that the failureto effect an adverse recommendation change would not be in the best interest of SXE and would be inconsistent with its duties under the SXEPartnership Agreement and applicable law even if such revisions were to be given effect.

As used in the Merger Agreement, a changed circumstance means a material event, circumstance, change or development, in each case that arises or occursafter the date of the Merger Agreement and was not, prior to such date, known or reasonably foreseeable to the SXE GP Board; and does not relate to (i) the receipt,existence or terms of an alternative proposal or any mater relating to an alternative proposal, (ii) AMID, AMID GP or their respective subsidiaries, (iii) any actionstaken pursuant to the Merger Agreement, or (iv) any changes in the price of AMID Common Units or other AMID securities or SXE Common Units or other SXEsecurities.

As used in the Merger Agreement, a designated proposal means a bona fide unsolicited written alternative proposal, obtained after the date of the MergerAgreement and not in breach of the Merger Agreement, to acquire, directly or indirectly, 50% or more of the outstanding equity interests of SXE or 50% or more ofthe assets of SXE and its subsidiaries on a consolidated basis, made by any person or “group” (as defined in Section 13(d) of the Exchange Agreement), other thanAMID, its subsidiaries, and their affiliates, which is on terms and conditions which the SXE GP Board (upon recommendation of the SXE Conflicts Committee)determines in good faith (after consultation with its outside financial advisor and outside legal counsel), taking into account all legal, regulatory, financial,financing, timing and other aspects of the proposal, including all conditions contained therein and the Person making such alternative proposal, to be (i) reasonablycapable of being consummated in accordance with its terms, and (ii) if consummated, more favorable to the SXE Unitholders (in their capacity as SXEUnitholders) from a financial point of view than the transactions contemplated hereby, taking into account at the time of determination any changes to the terms ofthe Merger Agreement that as of that time had been proposed by AMID in writing.

Merger Consideration

The Merger Agreement provides that, at the Effective Time, each SXE Common Unit issued and outstanding as of immediately prior to the Effective Time(other than SXE Units held by Affiliated Unitholders and SXE Common Units held by AMID and its subsidiaries) will be converted into the right to receive 0.160of an AMID Common Unit. Each SXE Common Unit, SXE Subordinated Unit and SXE Class B Convertible Unit held by the Affiliated Unitholders, issued andoutstanding as of the Effective Time, will be cancelled at the Effective Time for no consideration. In addition, the incentive distribution rights in SXE outstanding

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immediately prior to the Effective Time and any equity interest in SXE owned upon consummation of the Merger and immediately prior to the Effective Time byAMID, SXE or any of their respective subsidiaries will be cancelled for no consideration.

AMID will not issue any fractional units in the Merger. Instead, all fractional AMID Common Units that an SXE Unitholder would otherwise be entitled toreceive will be aggregated and then, if a fractional AMID Common Unit results from that aggregation, be rounded up to the nearest whole AMID Common Unit.

Treatment of SXE LTIP Units

Each award of SXE LTIP Units that is outstanding immediately prior to the Effective Time, automatically and without any action on the part of the holder ofsuch SXE LTIP Unit, will immediately prior to the Effective Time become fully vested and settled in SXE Common Units, provided that SXE will withhold aportion of the SXE Common Units that would otherwise be delivered upon vesting for applicable taxes. As of the Effective Time, such SXE Common Units shallbe converted into the right to receive AMID Common Units, except that the number of AMID Common Units covered by the award will be equal to the number ofSXE Common Units covered by the corresponding award of SXE LTIP Units multiplied by the Exchange Ratio. Any tandem dividend equivalent right issued inconnection with an award of SXE LTIP Units will be settled as soon as administratively feasible following the Effective Time.

Adjustments to Prevent Dilution

Prior to the Effective Time, the Exchange Ratio will be appropriately adjusted to reflect fully the effect of any unit dividend, subdivision, reclassification,recapitalization, split, split-up, unit distribution, unit combination, exchange of units or similar transaction with respect to SXE Common Units, SXE SubordinatedUnits, or AMID Common Units to provide the holders of SXE Common Units the same economic effect as contemplated by the Merger Agreement prior to suchevent.

Withholding

AMID and the exchange agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement to aholder of SXE Common Units such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code and the rulesand regulations promulgated thereunder, or under any provision of applicable state, local or foreign tax law (and to the extent deduction and withholding isrequired, such deduction and withholding will be taken in AMID Common Units). To the extent that amounts are so withheld and paid over to the appropriate taxauthority, such withheld amounts will be treated for the purposes of the Merger Agreement as having been paid to the former holder of the SXE Common Units, asapplicable, in respect of whom such withholding was made. If withholding is taken in AMID Common Units, AMID and the exchange agent will be treated ashaving sold such consideration for an amount of cash equal to the fair market value of such consideration at the time of such deemed sale and paid such cashproceeds to the appropriate tax authority.

Distributions in Connection with the Merger

No distributions with respect to AMID Common Units issued in the Merger will be paid to the holder of any unsurrendered certificates or book-entry unitsuntil such certificates or book-entry units are surrendered. Following such surrender, there will be paid, subject to applicable law, without interest, to the recordholder of AMID Common Units issued in exchange therefor (i) at the time of such surrender, all distributions payable in respect of any such AMID Common Units,as applicable, with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at theappropriate payment date, the distributions payable with respect to such AMID Common Units with a record date after the Effective Time but with a payment datesubsequent to such surrender. For purposes of distributions in respect of AMID Common Units, all AMID Common Units to be issued pursuant to the Merger willbe entitled to distributions as if issued and outstanding as of the Effective Time.

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Regulatory Matters

See “ TheMerger—RegulatoryApprovalsandClearancesRequiredfortheTransaction” for a description of the material regulatory requirements for thecompletion of the Merger.

AMID and SXE have agreed to (including to cause their respective subsidiaries to) use their reasonable best efforts to resolve any objections that agovernmental authority or any other person may assert under antitrust laws with respect to the Merger, and to avoid or eliminate each and every impediment underany antitrust law that may be asserted by any governmental authority with respect to the Merger, in each case, so as to enable the closing of the Mergers to occur aspromptly as practicable and in any event no later than the Outside Date. Notwithstanding the foregoing, AMID or SXE are under no obligation to dispose, transferor separate any assets or operations.

Termination of the Merger Agreement

AMID or SXE may terminate the Merger Agreement at any time prior to the Effective Time, whether before or after the SXE Unitholders have approved theMerger Agreement, by mutual written consent duly authorized by each of the SXE GP Board and the AMID GP Board, respectively.

Either AMID or SXE may terminate the Merger Agreement at any time prior to the Effective Time by written notice to the other party:

• if the Merger has not occurred on or before the Outside Date; provided, however, that the right to terminate the Merger Agreement if the Merger hasnot occurred on or before the Outside Date will not be available to a party (i) if the inability to satisfy the conditions to closing was due to the failure ofsuch party to perform any of its obligations under the Merger Agreement or (ii) if the other party has filed (and is then pursuing) an action seekingspecific performance to enforce the obligations under the Merger Agreement;

• if any governmental authority has issued a final and nonappealable law, injunction, judgment or ruling that enjoins, restrains, prevents or otherwiseprohibits the consummation of the transactions contemplated by the Merger Agreement or makes the transactions contemplated by the MergerAgreement illegal; provided, however, that the right to terminate for this reason will not be available if the prohibition was due to the failure of theterminating party to perform any of its obligations under the Merger Agreement; or

• if the SXE Unitholders do not approve the Merger Agreement at the special meeting of SXE Unitholders called for such purpose or any adjournmentor postponement of such meeting.

AMID may terminate the Merger Agreement at any time prior to the Effective Time:

• if an adverse recommendation change has occurred; or

• if there is a breach by SXE of any of its representations, warranties, covenants or agreements in the Merger Agreement such that certain closingconditions would not be satisfied, or if capable of being cured, such breach has not been cured within 30 days following delivery of written notice ofsuch breach by AMID; provided that AMID will not have the right to terminate the Merger Agreement for this reason if AMID is then in breach of anyof its representations, warranties, covenants or agreements contained in the Merger Agreement, which breach or failure would (if it occurred or wascontinuing as of the closing date) give rise to the failure to satisfy certain closing conditions.

SXE may terminate the Merger Agreement at any time prior to the Effective Time:

• if there is a breach by AMID of any of its representations, warranties, covenants or agreements in the Merger Agreement such that certain closingconditions would not be satisfied, or if capable of being

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cured, such breach has not been cured within 30 days following delivery of written notice of such breach by SXE; provided that SXE will not have theright to terminate the Merger Agreement for this reason if SXE is then in breach of its obligations to duly call, give notice of and hold a specialmeeting of its unitholders for the purpose of obtaining unitholder approval of the Merger Agreement, use its reasonable best efforts to solicit proxiesfrom unitholders in favor of such approval and, through the SXE GP Board, recommend the approval of the Merger Agreement to SXE Unitholders, inbreach of its obligations to comply with the requirements described under “— NoSolicitationbySXEofAlternativeProposals” or in material breachof any of its representations, warranties, covenants or agreements contained in the Merger Agreement which breach or failure would (if it occurred orwas continuing as of the Closing Date) give rise to the failure to satisfy certain closing conditions.

The Merger Agreement will be automatically terminated without further action of any party to the Merger Agreement upon the termination of theContribution Agreement.

In some cases, termination of the Merger Agreement will require SXE to reimburse AMID’s out-of-pocket expenses; provided that in the event oftermination by either party because the Merger Agreement was not approved at the special meeting of SXE Unitholders called for such purpose (or termination bySXE pursuant to a different termination provision provided in the Merger Agreement at a time when the Merger Agreement is terminable because the MergerAgreement was not approved at the special meeting of SXE Unitholders called for such purpose), SXE shall pay AMID’s out-of-pocket expenses up to a maximumamount of $500,000. Additionally in certain cases, termination of the Merger Agreement will require SXE to pay a termination fee to AMID (less any expensespreviously reimbursed), as described below under “— TerminationFee” and “— Expenses.”

Termination Fee

The Merger Agreement provides that SXE is required to pay a termination fee to AMID of $2 million, less any expenses of AMID previously reimbursed bySXE, as described below under “— Expenses,” to AMID:

• if (i) an alternative proposal was publicly proposed or publicly disclosed prior to, and not withdrawn at the time of, the date of the special meeting ofSXE Unitholders called for the purpose of approving the Merger Agreement (or, if the special meeting of SXE Unitholders did not occur, and suchalternative proposal was not withdrawn prior to the date on which the Merger Agreement was terminated as a result of the failure to consummate theMerger prior to the Outside Date), (ii) the Merger Agreement is terminated by either party (A) as a result of the failure to consummate the Mergerprior to the Outside Date or (B) because the Merger Agreement was not approved at the special meeting of SXE Unitholders called for such purpose,and (iii) SXE enters into a definitive agreement with respect to, or consummates, any alternative proposal during the 12-month period following thedate on which the Merger Agreement is terminated (whether or not such alternative proposal is the same alternative proposal referred to in clause (i));provided, that for purposes of the payment of the termination fee described above, the term “alternative proposal” has the meaning provided under “—SXEUnitholderApproval,” except that the references to “25% or more” will be deemed to be references to “50% or more”; or

• if AMID terminates the Merger Agreement due to an adverse recommendation change having occurred.

Expenses

Generally, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be the obligation of the partyincurring such fees and expenses.

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In addition, SXE is required to pay the expenses of AMID in the event that the Merger Agreement is terminated:

• by SXE or AMID because the Merger Agreement was not approved by SXE Unitholders at a special meeting of SXE Unitholders (or if SXEterminates the Merger Agreement pursuant to another termination right at a time when the agreement was terminable for this reason); or

• if there is a breach by SXE of any of its representations, warranties, covenants or agreements in the Merger Agreement such that certain closingconditions would not be satisfied or, if capable of being cured, such breach has not been cured within 30 days following delivery of written notice ofsuch breach by AMID; provided that AMID will not have the right to terminate the Merger Agreement for this reason if AMID is then in breach of anyof its representations, warranties, covenants or agreements contained in the Merger Agreement, which breach or failure would (if it occurred or wascontinuing as of the closing date) give rise to the failure to satisfy certain closing conditions.

In such case, SXE promptly, but in no event later than three business days after receipt of an invoice therefor from AMID, will be required to pay AMIDreasonable documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedgingcounterparties, experts and consultants) incurred by AMID and its controlled affiliates in connection with the Merger Agreement and the transactions contemplatedthereby; provided, however, that in the event of a termination of the Merger Agreement by either party because the Merger Agreement was not approved at thespecial meeting of SXE Unitholders called for such purpose (or termination by SXE pursuant to a different termination provision provided in the MergerAgreement at a time when the Merger Agreement is terminable because the Merger Agreement was not approved at the special meeting of SXE Unitholders calledfor such purpose), SXE shall pay AMID’s out-of-pocket expenses up to a maximum amount of $500,000. In no event will SXE be required to make any suchpayment if, at the time of such termination, the Merger Agreement was terminable by it because there is a breach by AMID of any of its representations, warranties,covenants or agreements in the Merger Agreement such that certain closing conditions would not be satisfied, or if capable of being cured, such breach has notbeen cured within 30 days following delivery of written notice of such breach.

Conduct of Business Pending the Consummation of the Merger

Under the Merger Agreement, each of AMID and SXE has undertaken certain covenants that place restrictions on it and its respective subsidiaries from thedate of the Merger Agreement until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, unless the otherparty gives its prior written consent (which, in certain instances, cannot be unreasonably withheld, conditioned or delayed). In general, each party has agreed to(i) cause its respective business to be conducted in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to preserveintact its respective business organization assets and keep available the services of its current officers and key employees, (iii) use commercially reasonable effortsto keep in full force and effect all material permits, and (iv) comply in all material respects with all applicable laws.

Subject to certain exceptions set forth in the Merger Agreement and the disclosure schedules delivered by SXE to AMID in connection with the MergerAgreement, unless AMID consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), SXE will not, and will not permit any ofits subsidiaries to, among other things, undertake the following actions:

• issue, sell, grant, set aside, dispose of, accelerate the vesting of, modify or otherwise subject to any lien as applicable, any SXE securities;

• redeem, purchase or otherwise acquire any SXE securities including pursuant to contracts as in effect on the date of the Merger Agreement, other thanwith respect to any equity or equity-based awards granted under any SXE equity plan outstanding on the date of the Merger agreement;

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• declare, set aside for payment or pay any distribution or dividends on any SXE securities, subject to certain exceptions;

• split, combine, subdivide or reclassify or otherwise amend the terms of any SXE securities;

• incur, refinance, assume or guarantee any indebtedness for borrowed money, or issue or sell any debt securities or options, warrants, calls or otherrights to acquire any debt securities, except that SXE may:

• borrow under SXE’s existing credit facility or any replacements thereof, in the ordinary course of business consistent with past practice;provided that borrowings outstanding from time to time under SXE’s revolving credit agreement may not exceed the available liquidity underthe revolving credit agreement and borrowings outstanding under SXE’s term loan will not exceed an amount equal to the outstandingborrowings thereunder as of the date of the Merger Agreement plus $10,000,000;

• make intercompany borrowings from SXE or any of its subsidiaries;

• repay borrowings from any of SXE or its subsidiaries by any of SXE or its subsidiaries;

• issue non-convertible qualifying notes to one or more Sponsors in exchange for cash as required by the Investment Agreement, datedDecember 29, 2016, between SXE, Southcross Holdings and Wells Fargo Bank, N.A. (“Investment Agreement”) and the Backstop InvestmentCommitment Letter, dated December 29, 2016, and entered into by SXE, Southcross Holdings, Wells Fargo Bank, N.A. and the Sponsors(“Backstop Letter”) or pursuant to an investment in SXE that reduces the committed amount under the Investment Agreement, in an initialaggregate principal amount not in excess of $15,000,000, which in each case, will reduce the amount of borrowings permitted to be incurredunder the SXE credit facilities on a dollar for dollar basis, whether through a reduction in available liquidity, a reduction in commitmentsunder the SXE revolving credit agreement or otherwise; or

• make guarantees by any of SXE or its subsidiaries, of indebtedness of SXE or its subsidiaries;

• repay, prepay or repurchase any long-term indebtedness for borrowed money or debt securities of SXE or any of its subsidiaries, other than revolving

indebtedness, borrowings from SXE to a subsidiary and repayments or repurchases required pursuant to the terms of such indebtedness or debt securityas in effect on the date of the Merger Agreement and listed in the disclosure schedules;

• sell, transfer, lease, license, subject to any lien or otherwise dispose of any properties or assets with a fair market value in excess of $500,000individually or $1 million in the aggregate (except (i) pursuant to certain contracts listed in the disclosure schedules, (ii) dispositions of obsolete orworthless equipment, (iii) certain transactions in the ordinary course of business consistent with past practice, or (iv) intercompany sales, transfers,leases or other disposals to any of SXE or its subsidiaries);

• make any capital expenditures (which includes, among others, any investments by contribution to capital, property transfers, purchase of securities, orotherwise) in excess of $1 million in the aggregate, other than (i) any capital expenditures approved by the SXE GP Board and included in the budgetof SXE provided to AMID prior to the date of the Merger Agreement as set forth on the disclosure schedules, (ii) certain capital expenditures set forthon the disclosure schedules, or (iii) as may be reasonably required to conduct emergency operations, repairs or replacements on any well, pipeline, orother facility;

• directly or indirectly (i) acquire or agree to acquire any entity, division, business or equity interest in or material assets of, making an investment in orloan or capital contribution to or by any other manner, any person or division, business or equity interest of any person or (ii) enter into any jointventure, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that would restrict or limit, in any material respect, theoperations of SXE and its subsidiaries;

• assume, guarantee or endorse or otherwise become responsible for, the obligations of any person, or make any loans, advances or capital contributionsto, or investments in, any other person other than

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(i) travel, relocation expenses and similar expenses or advances to employees in the ordinary course of business consistent with past practice,(ii) intercompany loans and advances among SXE and its subsidiaries, or (iii) trade credit granted in the ordinary course of business consistent withpast practice;

• (i) except for in connection with certain contracts relating to indebtedness for borrowed money, commodity derivative instruments entered into incompliance with SXE’s risk management policy, and contracts permitted under clause (v), enter into material contracts, (ii) modify or amend in anymaterial respect or terminate any SXE material contract, (iii) waive any material rights under any material SXE contract, (iv) release any person from,or modify or waive any provision of, any standstill, confidentiality or similar agreement, in each case, related to a sale of SXE or any of its materialsubsidiaries, or (v) enter into, amend or modify any contract that involves a future or potential liability or receivable, as the case may be, in excess of$1 million and has a term greater than one year and cannot be cancelled by SXE or any of its subsidiaries without penalty or further payment andwithout more than 90-days’ notice;

• except as set forth in the disclosure schedules or as required by the terms of the Merger Agreement or, as of the date of the Merger Agreement, of anySXE benefit plan, (i) increase the compensation of any executive officer or management level employee, or pay any bonus or incentive compensation,(ii) grant any new equity or non-equity-based compensation award, (iii) except in the ordinary course of business consistent with past practice,(A) enter into, establish, amend or terminate any SXE benefit plan or any other agreement or arrangement which would be an SXE benefit plan if itwere in effect on the date of the Merger Agreement, (B) accelerate the vesting or payment of, or increase the amount of any compensation or benefitsunder any SXE benefit plan, or (C) fund any SXE benefit plan or trust relating thereto, or (iv) grant, award, or otherwise provide for the payment ofchange of control bonuses;

• (i) change its fiscal year or any material method of tax accounting, (ii) make, change or revoke any material tax election, (iii) settle or compromise anymaterial liability for taxes, (iv) file any amended tax return, (v) surrender any right to claim for a refund for taxes, (vi) enter into an arrangement withany governmental authority with respect to taxes, (vii) consent to an extension of the statute of limitations applicable to any tax claim or assessment,(viii) take any action or fail to take any action that would reasonably be expected to cause any of SXE or its subsidiaries that is treated as a partnershipfor U.S. federal income tax purposes to be treated as a corporation for such purposes, or (ix) engage in any activity or conduct any business in amanner that would cause less than 90% of the gross income of SXE for any calendar quarter since its formation to be treated as “qualifying income”within the meaning of Section 7704(d) of the Code;

• make any material changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofar as may berequired by a change in GAAP or applicable law;

• amend or otherwise change, or authorize or propose to amend or otherwise change, SXE’s certificate of limited partnership or the SXE PartnershipAgreement;

• adopt or enter into a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or otherreorganization (other than transactions between wholly owned subsidiaries of SXE);

• other than in the ordinary course of business consistent with past practice, cancel, compromise, waive or release any right or claim in a manner or withan effect that is, individually or in the aggregate, adverse to SXE and its subsidiaries, taken as a whole, in any material respect;

• (i) permit the lapse (without renewal or replacement) of any existing material policy of insurance relating to the assets, operations and activities of

SXE or its subsidiaries or (ii) renew or replace any existing insurance policy for a premium that is in excess of 105% of the premium for such policy asof the of the Merger Agreement or that is for a term in excess of 12 months;

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• accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduce inventories orotherwise increase cash on hand, except in the ordinary course of business consistent with past practice; or

• (i) commence any suit, action, proceeding or material claims (other than with respect to any suit, action, claim or proceeding against AMID or any ofits affiliates) or (ii) except in the ordinary course of business consistent with past practice, pay, discharge, settle or satisfy any suit, action, claims orproceeding; provided that such actions do not result in the payment or incurrence of liabilities or obligations by SXE or its subsidiaries of an amount inexcess of $500,000 individually or $1 million in the aggregate, and do not include any equitable remedies or other restrictions binding on SXE beyondsuch cash settlement;

Subject to certain exceptions set forth in the Merger Agreement and the disclosure schedules delivered by AMID to SXE in connection with the MergerAgreement, unless SXE consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), AMID has agreed to certain restrictionslimiting the ability of it and its subsidiaries to, among other things:

• except for distributions by a direct or indirect subsidiary of AMID to its parent or AMID’s regular quarterly distributions and associated distributions

to AMID GP, declare, set aside for payment or pay any distribution on any AMID Common Units or any other AMID partnership interests, orotherwise make any payments to AMID Unitholders in their capacity as such;

• split, combine, subdivide or reclassify any AMID Common Units or other interests;

• make any material changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofar as may berequired by a change in GAAP or applicable law;

• except as provided in the Merger Agreement, amend AMID’s certificate of limited partnership or the Existing AMID Partnership Agreement in anymanner that would be reasonably expected to (i) prohibit or materially impede or delay the Merger or the consummation of the other transactionscontemplated by the Merger Agreement, or (ii) adversely affect in a material way the rights of holders of its securities or the securities of any otherparty thereto;

• adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization(other than transactions between wholly owned subsidiaries of AMID) that would (i) prevent or materially impede or delay the ability of the parties tosatisfy the conditions to and the consummation of, the transactions set forth in the Merger Agreement or (ii) adversely affect in a material way therights of holders of the securities of any party thereto;

• take any action that would in any material respect impede or delay the ability of the parties to satisfy any of the conditions to the transactionscontemplated by the Merger Agreement, in each case to a date after the Outside Date;

• (i) change its fiscal year or any material method of tax accounting, (ii) make, change or revoke any material tax election, or (iii) take any action or fail

to take any action that would reasonably be expected to cause any of AMID or its material subsidiaries treated as a partnership for U.S. federal incometax purposes to be treated as a corporation for such purposes; or

• engage in any activity or conduct its business in a manner that would cause less than 90% of the gross income of AMID for any calendar quarter sinceits formation to be treated as “qualifying income” within the meaning of Section 7704(d) of the Code.

Except as set forth above and in the Merger Agreement, AMID and SXE are permitted to engage in certain activities and transactions prior to completion ofthe Merger, such as financings, incurrence of indebtedness, issuances of equity, sales of assets and acquisitions. Any of these transactions could materially affectthe current and future financial and operating results of each company and the combined company.

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Indemnification; Directors’ and Officers’ Insurance

The Merger Agreement provides, from and after the Effective Time, to the fullest extent that SXE, SXE GP or any applicable subsidiary thereof would bepermitted to indemnify past and present directors, officers and agents of SXE, SXE GP or any of their respective subsidiaries, AMID, AMID GP and the survivingentity, jointly and severally, agree to honor the provisions regarding elimination of liability of directors, indemnification of officers, directors and employees andadvancement of expenses contained in the SXE charter documents and comparable governing instruments of SXE GP and any subsidiary of SXE or SXE GP as ofthe date of the Merger Agreement, and ensure that the organizational documents of the surviving entity and AMID GP shall, for a period of six years following theEffective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors,officers and agents of SXE, SXE GP and their respective subsidiaries than are set forth in the SXE charter documents and comparable governing instruments ofSXE GP as of the date of the Merger Agreement.

SXE, SXE GP or its controlling affiliate must, prior to the closing of the Contribution Agreement, purchase a “tail policy” with respect to acts or omissionsoccurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by any past and present directors, officersand agents of SXE, SXE GP or any of their respective subsidiaries in their capacity as such, so long as the cost of such policy does not exceed an amount equal to300% of the current annual premiums paid by SXE or SXE GP for directors’ and officers’ liability insurance policies.

SXE Credit Facilities; Backstop Letter

With respect to the SXE credit facilities, at least five business days prior to the Closing Date, SXE shall provide to AMID (i) a payoff letter (the “LenderPayoff Letter”), which will provide the dollar amount of all indebtedness required to be paid under the SXE credit facilities in order to fully pay off the SXE creditfacilities as of the Closing and to release all liens and guarantees thereunder upon such payment, executed by the applicable administrative agent for the lenders(and, to the extent of any consent needed by any lenders or by any other person that is the beneficiary of any liens securing the SXE credit facilities, by suchlenders or other such person) under the respective SXE credit facilities on terms and conditions reasonably satisfactory to AMID GP, such terms to include either(A) the administrative agent’s (on behalf of the lenders and any other person that is the beneficiary of any liens securing the SXE credit facilities) affirmativecovenant to file all necessary UCC and lien terminations within five business days following the Closing Date, or (B) such administrative agent’s (on behalf of thelenders and any other person that is the beneficiary of any liens securing the SXE credit facilities) express authorization for the AMID and AMID GP to have anysuch documents filed on behalf of the administrative agent, lenders or any other person that is the beneficiary of any lien securing the SXE credit facilities, and(ii) to the extent such agreements have not otherwise been terminated prior to such date, evidence of the consent of Wells Fargo Bank, N.A., as administrative agentunder the SXE Revolving Credit Agreement, to terminate the Investment Agreement and the Backstop Letter upon the receipt of payment all amounts set forth inthe Lender Payoff Letter.

In the event Qualifying Notes (as defined in the Investment Agreement) have been issued as provided under “— ConductofBusinessPendingtheConsummationoftheMerger” pursuant to the Investment Agreement, Backstop Letter or an investment in SXE that reduces the Committed Amount (as defined inthe Investment Agreement), at least five business days prior to the Closing Date SXE shall provide to AMID a payoff letter, which will provide the dollar amountof indebtedness required to be paid under the Qualifying Notes (as defined in the Investment Agreement) in order to fully pay off such Qualifying Notes (as definedin the Investment Agreement) as of the Closing, executed by Southcross Holdings and/or the Sponsors (as defined in the Backstop Letter), as applicable, on termsand conditions reasonably satisfactory to AMID GP and the applicable Sponsors.

Tax Matters

The parties to the Merger Agreement shall, to the extent permissible under applicable law, treat the combined businesses of AMID and SXE as a singleactivity for purposes of Section 469 of the Code.

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Amendment and Waiver

At any time prior to the Effective Time, whether before or after approval of the Merger Agreement by SXE Unitholders, the parties may, by writtenagreement, amend the Merger Agreement; provided, however, that following approval of the Merger and the other transactions contemplated by the MergerAgreement by SXE Unitholders, no amendment or change to the provisions of the Merger Agreement will be made which by law would require further approval bySXE Unitholders or AMID Unitholders, as applicable, without such approval. Additionally, any amendment to the Merger Agreement must be approved by theSXE Conflicts Committee. Unless otherwise expressly set forth in the Merger Agreement, whenever a determination, decision, approval or consent of SXE or theSXE GP Board (including a determination to effect an adverse recommendation change) or of AMID or the AMID GP Board is required pursuant to the MergerAgreement, such determination, decision, approval or consent must be authorized by the SXE GP Board and the SXE Conflicts Committee, or the AMID GPBoard, as applicable.

At any time prior to the Effective Time, any party to the Merger Agreement may, to the extent legally allowed:

• waive any inaccuracies in the representations and warranties of any other party contained in the Merger Agreement;

• extend the time for the performance of any of the obligations or acts of any other party provided for in the Merger Agreement; or

• waive compliance by any other party with any of the agreements or conditions contained in the Merger Agreement, as permitted under the Merger

Agreement; provided that such waiver will only be effective if made in writing and neither SXE and its subsidiaries nor the SXE GP Board mayauthorize any waiver without the prior approval of the SXE Conflicts Committee.

Remedies, Specific Performance

The Merger Agreement provides that, in the event SXE pays the termination fee (described under “— TerminationFee”) to AMID when required, SXE willnot have further liability to AMID or AMID GP except for claims relating to willful breach of SXE’s representations, warranties or covenants, or fraud.Additionally, notwithstanding any termination of the Merger Agreement, the Merger Agreement provides that nothing in the Merger Agreement will relieve anyparty from any liability for any failure to consummate the transactions when required pursuant to the Merger Agreement or any party from liability for fraud or awillful breach of any covenant or agreement contained in the Merger Agreement. The Merger Agreement also provides that the parties are entitled to obtain aninjunction to prevent breaches of the Merger Agreement and to specifically enforce the Merger Agreement. In the event that AMID receives the termination fee,AMID may not seek any award of specific performance under the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties made by AMID and SXE. These representations and warranties have been made solely forthe benefit of the other parties to the Merger Agreement and:

• may be intended not as statements of fact or of the condition of the parties to the Merger Agreement or their respective subsidiaries, but rather as a wayof allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement, which disclosuresmay not be reflected in the Merger Agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

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• were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement and are subject tomore recent developments.

The representations and warranties made by both AMID and SXE relate to, among other things:

• organization, formation, standing, power and similar matters;

• capital structure;

• approval and authorization of the Merger Agreement and the transactions contemplated by the Merger Agreement and any conflicts created by suchtransactions;

• required consents and approvals of governmental authorities in connection with the transactions contemplated by the Merger Agreement;

• absence of certain changes or events from June 30, 2017 through the date of the Merger Agreement and from the date of the Merger Agreementthrough the closing date;

• brokers and other advisors;

• documents filed with the SEC, financial statements included in those documents and regulatory reports filed with governmental authorities;

• absence of undisclosed liabilities since June 30, 2017;

• legal proceedings;

• compliance with applicable laws and permits;

• information supplied in connection with this proxy statement/prospectus;

• tax matters;

• employee benefits;

• labor matters;

• environmental matters;

• contracts of each party;

• property;

• opinions of financial advisors;

• state takeover statutes;

• regulatory matters; and

• absence of additional representations and warranties.

Additional representations and warranties made only by SXE relate to, among other things:

• intellectual property; and

• insurance.

Distributions Prior to the Merger

The Merger Agreement provides that, from the date of the Merger Agreement until the Effective Time, each of AMID and SXE will coordinate with theother regarding the declaration of any distributions in respect of AMID Common Units, SXE Common Units, SXE Subordinated Units, SXE LTIP Units and SXEClass B Convertible Units. The Merger Agreement also provides that holders of SXE Common Units, SXE Subordinated

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Units, SXE LTIP Units and SXE Class B Convertible Units will receive, for any quarter, either: (i) only distributions in respect of SXE Common Units, SXESubordinated Units and SXE Class B Convertible Units or (ii) only distributions in respect of AMID Common Units that they receive in exchange therefor in theMerger.

Additional Agreements

The Merger Agreement also contains covenants relating to cooperation in the preparation of this proxy statement/prospectus and additional agreementsrelating to, among other things, access to information, notice of specified matters and public announcements. The Merger Agreement also obligates AMID to haveAMID Common Units to be issued in connection with the Merger approved for listing on the NYSE, subject to official notice of issuance, prior to the date of theconsummation of the Merger.

The Contribution

Simultaneously with the execution of the Merger Agreement, Southcross Holdings, AMID and AMID GP entered into the Contribution Agreement, pursuantto which Southcross Holdings will contribute to AMID and AMID GP its equity interests in SXH Holdings, which will hold substantially all the currentsubsidiaries (Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings Guarantor LP, which in turn directly orindirectly own 100% of the limited liability company interest of SXE GP, 100% of the outstanding SXE Class B Convertible Units, 100% of the outstanding SXESubordinated Units and approximately 55% of the outstanding SXE Common Units) and business of Southcross Holdings, in exchange for (i) the number of AMIDCommon Units equal to $185,697,148, subject to certain adjustments for cash, indebtedness, working capital and transaction expenses contemplated by theContribution Agreement, divided by $13.69, (ii) 4.5 million series E preferred units, (iii) options to acquire 4.5 million AMID Common Units (the “Options”), and(iv) 15% of the equity interest in AMID GP.

The Contribution Agreement contains customary representations and warranties and covenants by each of the parties. Southcross Holdings has agreed toindemnify AMID for certain obligations with respect to breaches of representations, warranties and covenants and for certain contingent liabilities of SXE and itssubsidiaries, including several ongoing litigation matters. A portion of the consideration, including approximately $25 million of the AMID Common Units to bereceived by Southcross Holdings, will be deposited into escrow in order to secure Southcross Holdings’ indemnification obligations until the later of the end of 12months from the closing of the Contribution Agreement, May 31, 2019 or the final resolution of these specified litigation matters. In addition, all of the AMIDCommon Units, series E preferred units and the Options received by Southcross Holdings as consideration under the Contribution Agreement will be subject to alock-up agreement whereby such securities will be locked up until the longer of 12 months (with respect to the AMID Common Units) and 24 months (with respectto the series E preferred units and Options) and, together with AMID GP equity interests, the final resolutions of such specified litigation matters. Further, duringthis time, cash distributions made by AMID or AMID GP to Southcross Holdings will be restricted and must remain within Southcross Holdings, subject tospecified exceptions, and will be subject to recapture by AMID. The closing under the Contribution Agreement is conditioned upon, among other things:(i) expiration or termination of any applicable waiting period under the HSR Act, (ii) the absence of certain legal impediments prohibiting the transactions, and(iii) with respect to AMID’s obligation to close only, the conditions precedent contained in the Merger Agreement having been satisfied or being satisfiedconcurrently with the closing of the Contribution Agreement. In the event the condition described in clause (iii) is not satisfied, subject to satisfaction or waiver ofthe other conditions to the Contribution, AMID has the ability to waive the condition described in clause (iii) and consummate the Contribution withoutconsummating the Merger.

The Contribution Agreement contains provisions granting both parties the right to terminate the Contribution Agreement for certain reasons, includingAMID’s right to terminate in specified circumstances if Southcross Holdings has received any written notice under any Southcross Holdings insurance policy thatdenies coverage or reserves rights with respect to certain specified litigation matters that would reduce or deny

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insurance recoveries in respect thereof in excess of $20 million individually or in the aggregate and that remains in effect. The Contribution Agreement furtherprovides that, upon termination by Southcross Holdings of the Contribution Agreement in the event of a funding failure related to AMID’s inability or failure tomake cash payments required pursuant to the Contribution Agreement, AMID may be required to pay a reverse termination fee in an amount up to $17 million.

Concurrently with the closing of the Transaction, the Existing AMID Partnership Agreement will be amended to reflect the issuance of series E preferredunits, and the Fourth Amended and Restated Limited Liability Company Agreement of AMID GP, dated as of August 10, 2017 (“Existing AMID GP LLCAgreement”) will be amended (the “Amended GP LLC Agreement”) to reflect the issuance of the 15% equity interest in AMID GP, represented by AMID GPClass D Units to Southcross Holdings (“AMID GP Class D Units”). Under the Amended GP LLC Agreement, Southcross Holdings, as the Class D Member inAMID GP, shall not have any voting, consent or control rights in AMID GP other than certain limited rights, including (i) the right to appoint two directors to theAMID GP Board for as long as certain ownership requirements are satisfied, (ii) the ability to vote with respect to the incurrence of indebtedness by AMID GP inexcess of $50 million that has a preference as to payment upon liquidation of AMID GP that are senior to the AMID GP Class D Units so long as certain ownershiprequirements are satisfied, (iii) an amendment of the AMID LLC Agreement that would adversely affect the rights of the Class D Member in relation to the AMIDGP Class A Members, (iv) the consent related to limited preemptive rights on the issuance by AMID GP of new securities so long as certain ownershiprequirements are satisfied, and (v) the consent regarding certain transfers of the Incentive Distribution Rights in AMID by the AMID GP Class A Members.

In connection with the Merger Agreement and Contribution Agreement, Southcross Holdings and SXE entered into a Letter Agreement (the “LetterAgreement”) providing that Southcross Holdings will reimburse SXE for all fees or expenses of SXE incurred in connection with the Merger Agreement including(i) any fees or expenses of counsel, accountants, investment bankers and consultants retained by SXE or the SXE Conflicts Committee, and (ii) the payment of anytermination fee or the reimbursement of any AMID expenses, in each case if the Merger has not closed and (a) the Merger Agreement is terminated because theContribution Agreement has been terminated under certain specified circumstances or (b) the Merger Agreement is terminated without the prior approval of theSXE Conflicts Committee under certain specified circumstances. In addition, the Letter Agreement provides that, if the Contribution Agreement is terminated andSouthcross Holdings receives the reverse termination fee from AMID, Southcross Holdings will reimburse SXE for all fees or expenses of counsel, accountants,investment bankers and consultants retained by SXE or the SXE Conflicts Committee as a result of the execution and delivery of the Merger Agreement.

In connection with the Contribution Agreement, AMID agreed to enter into an option agreement between Southcross Holdings and AMID (the “OptionAgreement”) to grant the Options effective as of the closing as contemplated in the Contribution Agreement. The Options are exercisable in one or moreinstallments from the date of issuance until the fourth anniversary of initial issuance. The Option Agreement permits cashless exercise of the options based on a20-day value weighted average price of underlying AMID Common Units. Any outstanding Options will terminate automatically on the fourth anniversary ofinitial issuance.

Additionally, the Sponsors guaranteed, for the benefit of AMID, Southcross Holdings’ performance of certain post-closing obligations under theContribution Agreement.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited pro forma condensed consolidated financial statements show the impact of the following pending or completed transactions onthe Partnership’s historical financial statements for the periods indicated. References to “AMID,” the “Partnership,” “we”, “us” or “our” in this section refer toAmerican Midstream Partners, LP, and its consolidated subsidiaries. Capitalized terms defined within this section may differ from defined terms used elsewhere inthis proxy statement/prospectus.

Set forth below is the unaudited pro forma condensed consolidated financial information (the “Pro Forma Financial Information”) that gives effect toAMID’s proposed Contribution Agreement with Southcross Holdings, LP (“Southcross Holdings”) and concurrent Merger Agreement with Southcross EnergyPartners GP, LLC (“SXE GP”) and Southcross Energy Partners, LP (“SXE”) and includes the effects of AMID’s purchase of an additional 15.5% equity interest inDelta House FPS LLC and Delta House Oil and Gas Lateral LLC (collectively, the “Delta House Acquisition”), which closed on September 29, 2017. AMIDseparately filed pro forma financial information giving effect to the Delta House Acquisition in its Current Report on Form 8-K filed on December 11, 2017 ( the“Delta House Form 8-K”) and such information is incorporated by reference in this Registration Statement. Accordingly, the Partnership has elected to replace thehistorical AMID financial information in the columnar pro forma financial information for the nine months ended September 30, 2017 and for the year endedDecember 31, 2016 with the AMID pro forma financial information reflecting the pro forma effects of the Delta House Acquisition, as reflected in the Delta HouseForm 8-K.

On October 31, 2017, the Partnership and American Midstream GP, LLC, general partner of AMID (“AMID GP”), entered into a Contribution Agreement(the “Contribution Agreement”) with Southcross Holdings. Upon the terms and subject to the conditions set forth in the Contribution Agreement, SouthcrossHoldings agreed to contribute its equity interests in its new wholly owned subsidiary (“SXH Holdings”), which will hold substantially all the current subsidiaries ofSouthcross Holdings (Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings Guarantor LP, together hereinreferred to as “SXH”), which in turn directly or indirectly own 100% of the limited liability company interest of SXE GP and 100% of the partnership interest ofSouthcross Holdings Borrower LP, which directly holds securities of SXE, and the business of Southcross Holdings, to AMID and AMID GP in exchange for(i) the number of common units representing limited partner interests in AMID (each an “AMID common unit”) with a value equal to $185,697,148, subject tocertain adjustments for cash, indebtedness, working capital and transaction expenses contemplated by the Contribution Agreement, divided by $13.69 per AMIDcommon unit, (ii) 4,500,000 new Series E convertible preferred units of AMID (the “AMID Preferred Series E Units”), (iii) options to purchase 4,500,000 AMIDcommon units and (iv) a 15% interest in AMID GP (the “AMID GP Series D units”) (the transactions contemplated thereby and the agreements ancillary thereto,the “Contribution”). A portion of the consideration will be deposited into escrow in order to secure certain post-closing obligations of Southcross Holdings.Concurrently with the closing of the Contribution, the Fifth Amended and Restated Agreement of Limited Partnership of AMID will be amended and restated toreflect the issuance of AMID Preferred Series E Units, and the Fourth Amended and Restated Limited Liability Company Agreement of AMID GP will beamended and restated to reflect the issuance of the AMID GP Series D units.

In connection with the Contribution Agreement, on October 31, 2017, AMID, AMID GP, Cherokee Merger Sub LLC, a wholly-owned subsidiary of AMID(“Merger Sub”), SXE, and SXE GP, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Upon the terms and subject to the conditions setforth in the Merger Agreement, SXE will merge with and into Merger Sub, with SXE continuing its existence under Delaware law as the surviving entity andwholly-owned subsidiary of AMID (the “Merger” and, together with the Contribution, the “Transactions”).

At the effective time of the Merger (the “Effective Time”), each common unit of SXE (each, an “SXE Common Unit”) issued and outstanding or deemedissued and outstanding as of immediately prior to the Effective Time will be converted into the right to receive 0.160 (the “Exchange Ratio”) of an AMID commonunit (the “Merger

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Consideration”), except for those SXE Common Units held by affiliates of SXE and SXE GP, which will be cancelled for no consideration. Each SXE CommonUnit, SXE Subordinated Unit and SXE Class B Convertible Unit held by Southcross Holdings or any of its subsidiaries and the SXE incentive distribution rightsoutstanding immediately prior to the Effective Time will be cancelled in connection with the closing of the Merger.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2017 has been prepared to give effect to the Transactions as if they hadoccurred on September 30, 2017. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2017 andyear ended December 31, 2016, have been prepared to give effect to the Transactions as if they had occurred on January 1, 2016. The Pro Forma FinancialInformation was prepared using the acquisition method of accounting with AMID as the acquirer. Therefore, the historical basis of AMID’s assets and liabilitieswill not be affected by the Transactions. The Pro Forma Financial Information has been developed from and should be read in conjunction with the financialstatements and related notes contained in the indicated reports: (i) the Partnership’s unaudited historical condensed consolidated financial statements set forth in itsQuarterly Report on Form 10-Q as of and for the quarterly period ended September 30, 2017, as filed with the Securities and Exchange Commission (“SEC”) onNovember 9, 2017, (ii) the Partnership’s audited recast historical consolidated financial statements as of and for the year ended December 31, 2016 set forth in itsCurrent Report on Form 8-K dated December 6, 2017 (“Form 8-K Recast”), which was filed with the SEC on December 7, 2017, (iii) the Partnership’s unauditedpro forma condensed consolidated financial statements for the nine months ended September 30, 2017, and for the year ended December 31, 2016 related to thecompleted acquisition of an additional 15.5% equity interest in Class A units of Delta House FPS LLC and Delta House Oil and Gas Lateral LLC, which was filedwith the SEC on December 11, 2017, (iv) SXE’s unaudited historical condensed consolidated financial statements set forth in its Quarterly Report on Form 10-Q asof and for the quarterly period ended September 30, 2017, as filed with the SEC on November 13, 2017, (v) SXE’s historical condensed consolidated financialstatements set forth in its Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on March 9, 2017, (vi) SXH’s auditedCombined Financial Statements as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014 and subsequent unauditedCombined Financial Statements as of September 30, 2017 and for the nine-month periods ended September 30, 2017 and 2016, set forth in AMID’s Current Reporton Form 8-K filed with the SEC on December 14, 2017 and (vii) the notes accompanying this unaudited pro forma condensed consolidated financial information.The SXH historical financial statements include the combined results of SXE and the midstream business owned by Southcross Holdings for the year endedDecember 31, 2016 and the nine-month periods ended September 30, 2017.

The unaudited pro forma financial information is based on financial statements prepared in accordance with accounting principles generally accepted in theUnited States. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differfrom those estimates. The pro forma adjustments, as described in the notes to the unaudited pro forma financial information, are based on currently availableinformation. Management believes such adjustments are reasonable, factually supportable and directly attributable to the events and transactions describedbelow. The unaudited pro forma financial information gives effect to Delta House Acquisition and the separate probable acquisition resulting from the MergerAgreement and Contribution Agreement in a combined transaction accounted for under the acquisition method of accounting in accordance with AccountingStandards Codification Topic 805, Business Combinations (“ASC 805”). The final allocation of the purchase price will be determined after the Transactions areclosed and after completion of updated analyses of the fair value of tangible and identifiable intangible assets and liabilities as of the date of the Transactions.Increases or decreases in the fair values of the net assets as compared with the information shown in the unaudited pro forma financial statements may change theamount of the purchase price allocated to goodwill, if any, and other assets and liabilities and may impact AMID’s statements of operations due to adjustments inamortization of the adjusted assets or liabilities. The final adjustments may be materially different from the unaudited pro forma financial information presentedherein.

The following unaudited pro forma financial information does not reflect any revenue enhancements, anticipated synergies, operating efficiencies or costsavings that may be achieved. The unaudited pro forma

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financial information are not adjusted for any insignificant transactions by the Partnership that took place after the balance sheet date of September 30, 2017. Theallocation of the purchase price to the assets and liabilities acquired reflected in this pro forma financial information is preliminary and is based on AMID’smanagement’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed. Accordingly, the actual financial position and results ofoperations may differ from these pro forma amounts as additional information becomes available and as additional analyses are performed. The unaudited proforma financial information also assumes the refinancing of SXE and SXH debt (required by the Transactions) with the issuance of additional senior notes, whilethe actual sources of funds available for such required refinancing upon closing of the Transactions may differ significantly, which sources may also include netproceeds from the issuance of other forms of Partnership debt with significantly different terms, from possible asset sales or the issuance of equity securities by thePartnership, or a combination of such sources. Please also read “Sensitivity of Pro forma adjustments related to the estimated refinancing rates.”

The unaudited pro forma financial information does not purport to represent what the Partnership’s actual consolidated results of operations or financialposition would have been had the events and transactions occurred on the dates assumed, nor is it necessarily indicative of the Partnership’s future financialcondition or consolidated results of operations.

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American Midstream Partners, LP and SubsidiariesUnaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2017 (in thousands)

SXH Combined Historical (1)

AMID

Historical SXE

Historical SXH

Historical Eliminations Subtotal Pro Forma

Adjustments


Assets Current assets

Cash and cash equivalents $ 6,739 $ 14,652 $ 18,966 $ — $ 33,618 $ — $ 40,357 Restricted cash 18,683 — 300 — 300 — 18,983 Accounts receivable, net of allowance for doubtful accounts 25,897 30,448 41,891 — 72,339 — 98,236 Accounts receivable—from Affiliates — 18,456 — (18,456) — — — Unbilled revenue 53,168 — — — — — 53,168 Inventory 5,970 — — — — — 5,970 Other current assets 17,144 4,561 3,534 — 8,095 — 25,239

Total current assets 127,601 68,117 64,691 (18,456) 114,352 — 241,953 Risk management assets 7,545 — — — — — 7,545 Property, plant and equipment, net 1,140,826 928,247 886,104 — 1,814,351 (1,093,156) [a] 1,862,021 Goodwill 202,135 — — — — — 202,135 Restricted cash—Long Term 5,693 — — — — — 5,693 Intangible assets, net 194,456 — — — — — 194,456 Investment in unconsolidated affiliates 334,026 114,643 313,052 (313,052) 114,643 — 448,669 Other assets, net 10,925 2,499 (101) — 2,398 — 13,323

Total assets $2,023,207 $1,113,506 $1,263,746 $ (331,508) $2,045,744 $ (1,093,156) $ 2,975,795

Liabilities, Equity and Partners’ Capital Current liabilities

Accounts payable $ 27,285 $ 5,230 $ 25,910 $ (18,427) $ 12,713 $ 21,175 [b] $ 61,173 Accrued gas purchases 16,696 — — — — — 16,696 Accrued expenses and other current liabilities 67,505 54,481 26,733 — 81,214 — 148,719 Current portion of long-term debt 1,234 4,256 2,393 — 6,649 (6,649) [c] 1,234

Total current liabilities 112,720 63,967 55,036 (18,427) 100,576 14,526 227,822 Asset retirement obligations 52,046 — — — — 52,046 Other Long Term liabilities 2,448 14,333 26,427 — 40,760 43,208 3.77% Senior notes 55,186 — — — — 55,186 8.50% Senior notes 293,007 422,674 119,463 — 542,137 102,455 [c] 937,599 Revolving credit facility 709,652 95,806 — — 95,806 (95,806) [c] 709,652 Deferred tax liabilities 9,695 — — — — 9,695

Total liabilities 1,234,754 596,780 200,926 (18,427) 779,279 21,175 2,035,208

Convertible preferred units 343,579 68,697 [d] 412,276 Equity and partners’ capital

General Partner Interests (86,224) 9,743 (9,743) — 6,360 [d] (80,135) (271) [b]

Limited Partner Interests 517,081 — — — — 98,252 [d] 594,429 (20,904) [b]

Owner’s net investment — 506,983 1,062,820 (569,158) 1,000,645 (1,000,645) [d] — Accumulated other comprehensive income 2 — — — — — 2

Total partners’ capital 430,859 516,726 1,062,820 (578,901) 1,000,645 (917,208) 514,296 Noncontrolling interests 14,015 — — 265,820 265,820 (265,820) [e] 14,015

Total equity and partners’ capital 444,874 516,726 1,062,820 (313,081) 1,266,465 (1,183,028) 528,311

Total liabilities, equity and partners’ capital $2,023,207 $1,113,506 $1,263,746 $ (331,508) $2,045,744 $ (1,093,156) $ 2,975,795

(1) The financial statements of SXH were filed in the Partnership’s Current Report on Form 8-K dated December 14, 2017.

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American Midstream Partners, LP and SubsidiariesUnaudited Pro Forma Condensed Consolidated Statement of Operations

Nine Months Ended September 30, 2017 (in thousands except per unit data)


AMID Pro

Forma SXE

Historical SXH

Historical Eliminations Subtotal Pro Forma

Adjustments

AMID Pro FormaCombined

Revenue: Revenue $488,398 $ 364,456 $ 242,000 $ — $ 606,456 $ — $1,094,854 Revenue from affiliates — 129,458 5,817 (135,275) — — —

Total revenues 488,398 493,914 247,817 (135,275) 606,456 — 1,094,854 Operating expenses:

Costs of sales 342,886 388,362 210,011 (127,742) 470,631 — 813,517 Direct operating expenses 56,819 43,779 28,163 (7,533) 64,409 — 121,228 Corporate expenses 84,570 19,616 9,581 — 29,197 (2,534) [f] 111,233 Depreciation, amortization and accretion 78,834 55,442 56,925 — 112,367 (85,400) [g] 105,801 Loss (Gain) on sale of assets, net (4,064) (5) 232 — 227 — (3,837) Loss on impairment of property, plant and equipment — — — — — — — Loss on impairment of goodwill — — — — — — —

Total operating expenses 559,045 507,194 304,912 (135,275) 676,831 (87,934) 1,147,942

Operating Income (Loss) (70,647) (13,280) (57,095) — (70,375) 87,934 (53,088) Other income (expenses):

Interest expense (55,553) (28,670) (11,295) — (39,965) (3,471) [h] (98,989) Other income (expense), net 32,248 1,508 — — 1,508 — 33,756 Earnings (losses) in unconsolidated affiliates 77,141 (9,865) (48,419) 48,419 (9,865) — 67,276

Income (loss) from continuing operations before income taxes (16,811) (50,307) (116,809) 48,419 (118,697) 84,463 (51,045) Income tax expense (2,611) (4) — — (4) (2,615)

Net Income (loss) from continuing operations (19,422) (50,311) (116,809) 48,419 (118,701) 84,463 (53,660) Net income (loss) attributable to noncontrolling interests 3,386 — — (13,907) (13,907) 13,907 [e] 3,386

Net income (loss) from continuing operations attributable to thePartnership $ (22,808) $ (50,311) $(116,809) $ 62,326 $(104,794) $ 70,556 $ (57,046)

General Partners’ interest in net income (loss) from continuingoperations $ (645) n/a n/a n/a n/a n/a $ (1,612)

Limited Partners’ interest in net income (loss) from continuingoperations $ (22,163) n/a n/a n/a n/a n/a $ (55,434)

Distribution declared per common unit $ 1.24 n/a n/a n/a n/a n/a $ 1.24

Limited Partners’ net loss from continuing operations per common unit Basic and Diluted:

Net Loss $ (0.92) $ (1.48)

Weighted average common shares outstanding: Basic and diluted 52,021 6,918 [i] 58,939

(1) The financial statements of SXH were filed in the Partnership’s Current Report on Form 8-K dated December 14, 2017.

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American Midstream Partners, LP and SubsidiariesUnaudited Pro Forma Condensed Consolidated Statement of Operations

Year Ended December 31, 2016 (in thousands except per unit data)


AMID Pro

Forma SXE

Historical SXH

Historical Elimination Subtotal Pro Forma

Adjustments

AMID Pro FormaCombined

Revenues: Revenue $589,026 $ 451,271 $ 182,009 $ — $ 633,280 $ — $ 1,222,306 Revenue from affiliates — 97,452 28,576 (126,028) — — —

Total revenues 589,026 548,723 210,585 (126,028) 633,280 — 1,222,306 Operating expenses:

Cost of Sales 393,351 395,874 155,030 (116,163) 434,741 — 828,092 Direct operating expenses 71,544 70,242 37,904 (9,865) 98,281 — 169,825 Corporate expenses 89,438 28,546 30,298 — 58,844 — 148,282 Depreciation, amortization and accretion expense 90,882 107,423 77,768 — 185,191 (149,235) [g] 126,838 Loss (Gain) on sale of assets, net 688 (11,768) 1,416 — (10,352) — (9,664) Loss on impairment of property, plant and equipment 697 — — — — — 697 Loss on impairment of goodwill 2,654 — — — — — 2,654

Total operating expenses 649,254 590,317 302,416 (126,028) 766,705 (149,235) 1,266,724

Operating Income (Loss) (60,228) (41,594) (91,831) — (133,425) 149,235 (44,418)

Other income (expense): Interest expense (26,813) (35,166) (20,454) — (55,620) (2,295) [h] (84,728) Other income (expense), net 254 2,933 — — 2,933 — 3,187 Reorganization items, net — — 487,119 — 487,119 — 487,119 Earnings in unconsolidated affiliates 73,004 (21,123) (96,935) 96,935 (21,123) — 51,881

Income (loss) from continuing operations before income taxes (13,783) (94,950) 277,899 96,935 279,884 146,940 413,041 Income tax expense (2,580) 2 — — 2 (2,578)

Net Income (loss) from continuing operations (16,363) (94,948) 277,899 96,935 279,886 146,940 410,463 Net income (loss) attributable to noncontrolling interests 2,766 — — (31,852) (31,852) 31,852 [e] 2,766

Net income (loss) from continuing operations attributable to the Partnership $ (19,129) $ (94,948) $ 277,899 $ 128,787 $ 311,738 $ 115,088 $ 407,697

General Partners’ interest in net income (loss) from continuing operations $ (87) n/a n/a n/a n/a n/a $ 1,851

Limited Partners’ interest in net income (loss) from continuing operations $ (19,042) n/a n/a n/a n/a n/a $ 405,846

Distribution declared per common unit (2) $ 3,01 n/a n/a n/a n/a n/a $ 3.01

Limited Partners’ net income (loss) from continuing operations per common unit Basic

Net Income (Loss) $ (0.98) $ 6.27

Diluted Net Income (Loss) $ (0.98) $ 4.71

Weighted average common shares outstanding: Basic 51,176 6,900 [i] 58,076 Diluted 26,970 [i] 85,046

(1) The financial statements of SXH were filed in the Partnership’s Current Report on Form 8-K dated December 14, 2017.(2) Distribution declared and paid during the year ended December 31, 2016.

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Basis of Pro Forma Presentation

The accompanying unaudited pro forma condensed consolidated financial information is intended to reflect the impact of the Transactions, including therefinancing of SXH’s debt from proceeds of the $125 million private offering of senior notes and the assumed refinancing of the remainder of SXH’s debt upon theclose of the Transactions (as described in Note 3(c)) on AMID’s consolidated financial statements, and the purchase of the additional equity interest in DeltaHouse. The presentation of the unaudited pro forma condensed consolidated financial position is based on the historical financial statements of AMID and SXH.The presentation of the unaudited pro forma condensed consolidated results of operations are based on the historical financial statements of AMID, adjusted for thepro forma effects presented in the Partnership’s Current Report on Form 8-K filed on December 11, 2017 (the “Delta House Form 8-K”) in connection with theacquisition of an additional 15.5% equity interest in Delta House, and the historical financial statements of SXH as presented in the Partnership’s Current Report onForm 8-K filed on December 14, 2017 (the “SXH Form 8-K”). The Subtotal reflects the historical combined financial information of SXH contemplated by theTransactions and as filed in the SXH Form 8-K. The combined financial information of SXH includes the historical financial information of SXE on a consolidatedbasis because SXH controls SXE through its ownership of SXE GP. The historical financial information of SXE, the businesses of SXH, and the eliminationsbetween SXE and SXH have been presented separately within the unaudited pro forma condensed consolidated financial information to clearly distinguish thetransaction being voted on by SXE unitholders. SXE Historical has been presented under the equity method of accounting in the SXH Historical column. Pro formaadjustments describing the Transactions, the private offering of senior notes and refinancing of SXH’s remaining debt are included in the notes to the unaudited proforma condensed consolidated financial information. Pro forma adjustments are included only to the extent they are (i) directly attributable to the Transactions, theprivate offering of senior notes and refinancing of SXH’s remaining debt, (ii) factually supportable and, (iii) with respect to the statements of operations, expectedto have a continuing impact on the consolidated results. Certain items included in the historical consolidated financial statements of AMID, SXE and SXH were notadjusted for in these unaudited pro forma condensed consolidated financial statements, as they were not directly related to the Transactions or the private offeringof senior notes, including (i) historical changes to the capital structures of AMID, SXE and SXH, (ii) acquisitions by AMID that are not deemed significant underthe SEC’s Regulation S-X that took place after the balance sheet date of September 30, 2017, (iii) SXH’s gain on reorganization items, net upon emergence fromChapter 11 bankruptcy, and (iv) recognized impairments of long-lived assets and goodwill. The accompanying unaudited pro forma condensed consolidatedfinancial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or benefits that may result from realizationof commercial synergies expected to result from the Transactions.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2017 has been prepared to give effect to the Transactions, including theprivate debt offering of senior notes and refinancing of SXH’s remaining debt, as if those had occurred on September 30, 2017. The unaudited pro forma condensedconsolidated statements of operations for the nine-month period ended September 30, 2017 and year ended December 31, 2016, have been prepared to give effectto the Delta House Acquisition, the Transactions, the private debt offering of senior notes and refinancing of SXH’s remaining debt, as if those had occurred onJanuary 1, 2016.

FairValueAdjustments

The Merger will be accounted for using the acquisition method of accounting with AMID as the acquirer of SXH, inclusive of SXE. The unaudited proforma consolidated financial information and accompanying notes reflect the preliminary assessment of fair values and useful lives assigned to the assets acquiredand liabilities assumed. Fair value estimates were determined based on preliminary discussions between AMID and SXH management, due diligence efforts andinformation available in public filings. The fair values assigned in these unaudited pro forma consolidated financial statements and accompanying notes arepreliminary and represent management’s estimate of fair value and are subject to revision. The actual fair values of the assets acquired and

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liabilities assumed may differ materially from the amounts presented below as further analysis is completed. The final valuation of assets acquired and liabilitiesassumed may result in different adjustments than those shown in the unaudited pro forma consolidated financial statements, and these differences may have amaterial impact on the accompanying unaudited pro forma consolidated financial statements and the consolidated future results of operations and financial position.

AMIDProFormaDatainLieuofAMIDHistoricalData

The previously filed pro forma information for the Delta House Acquisition included in the Delta House Form 8-K filed on December 11, 2017, and whichhas been incorporated by reference, replaces the historical financial information of the Partnership in the unaudited pro forma condensed consolidated statements ofoperations for the nine months ended September 30, 2017 and for the year ended December 31, 2016. The pro forma adjustments made to the Partnership’shistorical financial information include increases to interest expense and earnings in unconsolidated affiliates based on the Partnership’s use of the revolver to fundthe purchase price of the additional 15.5% equity interest. Since the Delta House Acquisition was completed on September 29, 2017, the effect of the transactionwas included in the consolidated balance sheet as of September 30, 2017 and no further pro forma adjustments were necessary to the consolidated balance sheet.

1. Purchase Price

The aggregate consideration given reflected in the unaudited pro forma consolidated financial information is approximately $817.9 million, including the fairvalue of AMID common units, AMID Preferred Series E Units, options to acquire AMID common units, AMID GP Series D units, and approximately$644.6 million of assumed debt at SXH (inclusive of SXE debt). The actual number of AMID common units issued to Southcross Holdings upon the closing of theContribution Agreement will be based on a value equal to $185.7 million, subject to certain adjustments for cash, indebtedness, working capital and transactionexpenses contemplated by the Contribution Agreement, divided by $13.69 per AMID common unit, and the fair value of those units will be based on the currentmarket price of the AMID common units at the date of the closing of the Contribution Agreement. The actual number of AMID common units issued to SXEcommon unitholders upon closing of the Merger will be based on the number of SXE common units outstanding at closing on a fully-diluted basis, and the fairvalue of those units will be based on the current market price of the AMID common units at the date of the closing of the Transactions.

The table below presents the preliminary purchase price, and the table in Note 3(a) presents the preliminary fair values of the assets acquired and liabilitiesassumed, as if the Transaction Agreements had closed on September 30, 2017: Purchase price

Fair value of AMID common units issued to SXE unit holders (3.5 million units) $ 46,070 Fair value of AMID common units issued to Holdings LP (3.4 million units) 45,022

Total fair value of AMID common units 91,092 Fair value of AMID Preferred Series E Units to Holdings LP (4.5 million units) 68,697 Fair value of options to purchase 4.5 million units of AMID common units to Holdings LP 7,160 Fair value of AMID GP Series D units to Holdings LP 6,360

173,309 Debt assumed

SXE debt outstanding as of September 30, 2017 522,736 SXH debt outstanding as of September 30, 2017 121,856

Total Debt Assumed 644,592

Aggregate consideration $ 817,901

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2. Pro Forma Adjustments to the Unaudited Condensed Consolidated Financial Statements

(a)FairValueAdjustments

Reflects the adjustment of the value of SXH’s assets under the acquisition method of accounting based upon preliminary estimates of fair values of the assetsand debt assumed. The Transactions will be accounted for using the acquisition method of accounting in which AMID is the acquirer. The unaudited pro formaconsolidated financial information and accompanying notes reflect the preliminary assessment of fair values and useful lives assigned to the assets acquired andliabilities assumed. Fair value estimates were determined based on preliminary discussions between AMID and SXH management, due diligence efforts andinformation available in public filings. The final valuation of assets acquired and liabilities assumed may result in different adjustments than those shown in theunaudited pro forma consolidated financial statements, and these differences may have a material impact on the accompanying unaudited pro forma consolidatedfinancial statements and the consolidated future results of operations and financial position. This preliminary determination is subject to final adjustments pendingadditional information sharing between the parties to the Transactions, more detailed third-party appraisal and other potential adjustments.

Preliminary Fair Value of Assets Acquired and Liabilities Assumed:

Cash and cash equivalents $ 33,918(1)(2) Current assets 80,434(1) Investments in unconsolidated investments 114,643(1) Other assets 2,398(1) Property, plant and equipment 721,195(3)

Total assets acquired 952,588

Current liabilities 93,927(1) Other LT liabilities 40,760(1) Interest-bearing debt 644,592(1)

Total liabilities assumed 779,279

Net assets acquired $173,309

(1) Estimate is based on SXH’s net book value as of September 30, 2017 and is considered a reasonable estimate of fair value.(2) Includes restricted cash of $0.3 million.(3) Includes an estimated value of $574.5 million of tangible personal property, $134.0 million of right of way assets, and $12.7 million of land.

(b)TransactionExpenseAdjustment

Reflects an increase in accounts payable and a reduction in general partner and limited partner capital for estimated expenses (primarily investment advisor,legal, accounting and other professional fees) to be incurred by the Partnership in completing the Transactions. The estimated expenses have been allocated to thegeneral partner and limited partner capital based on the ownership percentages of approximately 1.3% and 98.7%, respectively.

(c)DebtAdjustments

Reflects adjustments for the following two financing transactions:

(1) Private offering of $125.0 million principal amount of 8.5% senior notes due 2021 sold at 102.375% of par completed on December 19, 2017; and

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(2) Refinancing of all of SXH’s remaining interest-bearing debt, which is required as part of the closing under the Transaction Agreements, which isassumed to be funded for purposes of this unaudited pro forma financial information by the issuance of senior notes by the Partnership and/or its financesubsidiary.

The terms are as follows for each financing transaction:

(1) Private offering of senior notes—proceeds from the sale of $125.0 million principal amount of senior notes sold at 102.375% of par less debtissuance costs of 2.6% of proceeds, with interest at a stated rate of 8.5% paid in cash on a semi-annual basis and a maturity date of 2021.

(2) Refinancing of SXH remaining debt—estimated proceeds of $519.9 million from the sale of senior notes sold at par, less debt issuance costs ofapproximately 2.0% of proceeds, to refinance SXH’s debt balance at September 30, 2017, with interest at a stated rate of 8.5% paid in cash on a semi-annualbasis and a maturity date of five years from the assumed pro forma closing date of the Transactions. Refer to note (h) for the pro forma interest expenseadjustment.

Reconciliation of SXH debt:

Current portion of long-term debt $ 6,649 Long-term debt 542,137 Revolving credit facility 95,806

Total Debt 644,592 Less: estimated offering proceeds from debt issuances Private offering of senior notes (124,692) (1) Refinancings of remaining debt of SXH (519,900) (2)

Reconciliation of pro forma debt adjustments $ —

Proceeds form anticipated private offering of senior notes: Private offering of senior notes $ 125,000 Premium on senior notes $ 2,969 Less: estimated debt issuance costs (3,277)

$ 124,692(1)

Refinancing of remaining debt of SXH $ 530,500 Less: estimated debt issuance costs (10,600)

$ 519,900(2)

The actual sources of funds available for the required refinancing of SXH debt upon closing of the Transactions may differ significantly, which sources mayalso include net proceeds from the issuance of other forms of Partnership debt with significantly different terms, from possible asset sales or the issuance of equitysecurities by the Partnership, or a combination of such sources. Please also read “Sensitivity of Pro forma adjustments related to the estimated refinancing rates.”

(d)EquityandPartners’CapitalAdjustments

Reflects (i) a general partnership interests increase by an estimated value of $6.4 million for the issuance of AMID GP Series D units (ii) limited partnerinterests increase by $98.3 million due to $91.1 million for the estimated fair value of AMID common units issued to Southcross Holdings and SXE commonunitholders (6.9 million units issued in total) and the options to acquire AMID common units for an estimated value of $7.2 million, (iii) preferred unit interestsincrease for the issuance of 4.5 million AMID Preferred Series E Units with an estimated value of $68.7 million and (iv) the elimination of SXH’s owner’s netinvestment because it is not part of the pro forma capital structure of AMID.

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(e)NoncontrollingInterest

Reflects the elimination of SXH’s noncontrolling interest balance with the issuance of various components of AMID equity units as full consideration for theacquired net assets of SXH.

(f)TransactionExpenseAdjustment

Reflects the elimination of transaction costs recorded to date for the nine months ended September 30, 2017.

(g)DepreciationAdjustments

Reflects the net decrease in depreciation expense from $112.4 million to $27.0 million for the nine months ended September 30, 2017 and $185.2 million to$36.0 million for the year ended December 31, 2016 as a result of applying business combination accounting as of January 1, 2016. The expected useful lives usedto arrive at pro forma depreciation were 23.2 years for pipelines, 16.4 years for other plant equipment, 4.4 years for furniture and fixtures, 5.2 years for vehicles and23.2 years for rights of way.

(h)InterestExpenseAdjustments

Reflects pro forma interest expense adjustments to reflect two separate financing events:

(1) Private offering of $125.0 million of senior notes sold at 102.375% of par and bearing stated interest of 8.5%, completed on December 19, 2017;and

(2) Refinancing of all of SXH’s remaining interest-bearing debt, which refinancing is required as part of closing of the Transactions with net proceedsfrom an assumed issue of additional senior notes sold at par and bearing stated interest of 8.5%.

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The reconciliation of pro forma interest expense is as follows:

For the nine months ended September 30, 2017: Private offering of senior notes

Stated interest expense (8.5%) $ 7,969 Amortization of debt issuance costs 58

$ 8,027

Refinancing of SXH’s debt Stated interest expense (8.5%) $ 33,819 Amortization of debt issuance costs 1,590

$ 35,409

Pro forma interest expense from refinancings $ 43,436 Less: Interest expense recorded by SXH (39,965)

Pro forma interest expense adjustment $ 3,471

For the year ended December 31, 2016: Private offering of senior notes

Stated interest expense (8.5%) $ 10,625 Amortization of debt issuance costs 77

$ 10,702

Refinancing of SXH’s debt Stated interest expense (8.5%) $ 45,093 Amortization of debt issuance costs 2,120

$ 47,213

Pro forma interest expense from refinancings $ 57,915 Less: Annual interest expense recorded by SXH (55,620)

Pro forma interest expense adjustment $ 2,295

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Sensitivity of Pro forma adjustments related to the estimated refinancing rates:

The private offering of senior notes issued for $125.0 million principal amount was sold at 102.375% of par. Additionally, the estimated range of statedinterest expense for further assumed offerings to refinance SXH’s debt is between 8.5% and 9.5% (100 basis point variance). For purposes of generating the proforma interest expense adjustment, the Partnership estimated a range of possible outcomes. As such, the pro forma interest expense reflects one outcome, whichanticipates all of SXH’s debt being refinanced at 8.5%, and a second outcome which reflects the $125.0 million principal amount offering at 8.5% with theremaining balance of SXH’s debt being refinanced at 9.5%:

Pro forma interest expense for the private offering of senior notes and the refinancing of SXH’s debt would reflect the following range for the pro formaperiods:

$656 million at 8.5% $125 million at 8.5%;$531 million at 9.5%

For the nine months ended September 30, 2017: Stated interest expense $ 41,788 $ 45,972 Amortization of debt issuance costs 1,648 2,251

$ 43,436 $ 48,223

For the year ended December 31, 2016: Stated interest expense $ 55,718 $ 61,296 Amortization of debt issuance costs 2,197 3,000

$ 57,915 $ 64,296

(i)NetIncome(Loss)PerCommonUnit

As discussed above, the accompanying unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2017and year ended December 31, 2016 represent the combined financial data of AMID and SXH post-merger and net income (loss) is allocated to the combinedAMID’s general partner and limited partners in accordance with their respective ownership percentages, after giving effect to contractual distributions on thePartnership’s convertible preferred units, limited partner units and general partner units, including incentive distribution rights, if applicable. Basic and diluted netincome (loss) per limited partner unit is calculated by dividing limited partners’ interest in net income (loss) by the weighted average number of limited partnerunits outstanding during the period. The pro forma basic and dilutive net income (loss) per common unit assumed all newly issued units in connection with theTransactions to have been outstanding for the entire period.

AMID computes earnings per unit using the two-class method, which requires that securities that meet the definition of a participating security be consideredfor inclusion in the computation of basic earnings per unit. Under the two-class method, earnings per unit are calculated as if all of the earnings for the period weredistributed under the terms of the Existing AMID Partnership Agreement, regardless of whether the general partner has discretion over the amount of distributionsto be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, orwhether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all earnings for aparticular period.

The two-class method does not impact AMID’s overall net income (loss) or other financial results; however, in periods in which aggregate net incomeexceeds AMID’s aggregate distributions for such period, it will have the impact of reducing net income (loss) per limited partner unit. This result occurs as a largerportion of AMID’s aggregate earnings, as if distributed, is allocated to the incentive distribution rights of the general partner, even though we make distributions onthe basis of available cash and not earnings. In periods in which our aggregate net income does not exceed our aggregate distributions for the period, the two-classmethod does not have any impact on our calculation of earnings per limited partner unit.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following is a discussion of certain material U.S. federal income tax consequences of the Merger that may be relevant to holders of SXE Common Units,SXE Subordinated Units, or SXE Class B Convertible Units (other than SXE Common Units, SXE Subordinated Units, SXE Class B Convertible Units or otherequity interests in SXE held by Southcross Holdings or an affiliate, subsidiary or partner thereof or AMID or any of its affiliates) (collectively, the “Relevant SXEUnits”). Unless otherwise noted, the legal conclusions set forth in the discussion relating to the consequences of the Merger to SXE and the holders of RelevantSXE Units are the opinion of Locke Lord, counsel to SXE, as to the material U.S. federal income tax consequences relating to those matters. This discussion isbased upon current provisions of the Code, existing and proposed Treasury regulations promulgated under the Code (“Treasury Regulations”) and currentadministrative rulings and court decisions, all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the taxconsequences to vary significantly from the consequences described below.

This discussion does not address all U.S. federal income tax consequences of the Merger. This discussion focuses solely on holders of Relevant SXE Unitswho are individual citizens or residents of the United States (for U.S. federal income tax purposes), and, as such, it has limited application to corporations, estates,entities treated as partnerships for U.S. federal income tax purposes, trusts, nonresident aliens, U.S. expatriates and former citizens or long-term residents of theUnited States or other unitholders subject to specialized tax treatment, such as banks, insurance companies and other financial institutions, tax-exempt institutions,non-U.S. persons (including, without limitation, controlled foreign corporations, passive foreign investment companies and non-U.S. persons eligible for thebenefits of an applicable income tax treaty with the United States), IRAs, employee benefit and other tax-qualified retirement plans, real estate investment trusts(REITs) or mutual funds, dealers in securities or currencies, traders in securities, U.S. persons whose “functional currency” is not the U.S. dollar, persons who holdSXE Common Units, SXE Subordinated Units, SXE Class B Convertible Units or AMID Common Units as part of a hedge, straddle, conversion, or other riskreduction transaction, persons who acquired SXE Common Units, SXE Subordinated Units, SXE Class B Convertible Units or AMID Common Units by gift,persons deemed to sell their units under the constructive sale provisions of the Code or directors and employees of SXE that received (or are deemed to receive)SXE Common Units, SXE Subordinated Units or SXE Class B Convertible Units as compensation or through the exercise (or deemed exercise) of options, unitappreciation rights, phantom units or restricted units granted under an SXE equity incentive plan. Also, the discussion assumes that the Relevant SXE Units areheld as capital assets at the time of the Merger (generally, property held for investment).

Neither SXE nor AMID has sought a ruling from the IRS with respect to any of the tax consequences discussed below. As a result, no assurance can be giventhat the IRS will agree with the tax consequences described below. Some aspects of the Merger are not certain, and no assurance can be given that the below-described opinions and/or the statements contained herein with respect to tax matters would be sustained by a court if contested by the IRS. Furthermore, the taxtreatment of the Merger may be significantly modified by future legislative or administrative changes or court decisions. Any modifications may or may not beretroactively applied.

Accordingly, SXE and AMID strongly urge each holder of SXE Common Units, SXE Subordinated Units, and/or SXE Class B Convertible Unitsand each holder of AMID Common Units to consult with, and depend upon, such unitholder’s own tax advisor in analyzing the U.S. federal, state, local,and foreign tax consequences of the Merger particular to such unitholder.

Tax Opinions Required as a Condition to Closing

Since no ruling has been or will be requested from the IRS with respect to the tax consequences of the Merger, SXE and AMID will rely on the opinions oftheir respective counsel regarding the material U.S. federal income tax consequences of the Merger.

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It is a condition of each of SXE’s and AMID’s obligation to complete the Merger that:

(A) SXE receive an opinion from its counsel, Locke Lord, to the effect that for U.S. federal income tax purposes:

• except to the extent that the Section 707 Consideration (as defined below) causes the Merger to be treated as a disguised sale, and except to the extentamounts are required to be deducted and withheld by AMID or the Exchange Agent, no gain or loss should be recognized by SXE Unitholders holdingRelevant SXE Units as a result of the Merger with respect to any Relevant SXE Units held by such SXE Unitholder (other than any gain resulting from(x) any actual or constructive distribution of cash, including as a result of any decrease in partnership liabilities pursuant to Section 752 of the Code,(y) the receipt of any Merger Consideration that is not pro rata with the other holders of the same class of units (other than units held by SouthcrossHoldings or an affiliate, subsidiary or partner thereof or AMID or any of its affiliates) or (z) any liabilities incurred other than in the ordinary course ofbusiness of SXE or its Subsidiaries); provided that such opinion does not extend to any SXE Unitholder who acquired Relevant SXE Units from SXEin exchange for property or services other than cash; and

• SXE is classified as a partnership for U.S. federal income tax purposes.

(B) AMID receive an opinion from its counsel, Gibson Dunn, to the effect that for U.S. federal income tax purposes:

• AMID should not recognize any income or gain as a result of the Merger (other than any gain resulting from any decrease in partnership liabilitiespursuant to Section 752 of the Code);

• no gain or loss should be recognized by AMID Common Unitholders as a result of the Merger (other than any gain resulting from (w) any decrease inpartnership liabilities pursuant to Section 752 of the Code, (x) any liabilities incurred other than in the ordinary course of business of AMID or itsSubsidiaries, (y) any disposition or deemed disposition of non-pro rata Merger Consideration or (z) relating to an AMID Unit received for property orservices other than cash); and

• AMID is classified as a partnership for U.S. federal income tax purposes.

The opinions of counsel described above will assume that the Merger will be consummated in the manner contemplated by, and in accordance with, theterms set forth in the Merger Agreement and described in this proxy statement/prospectus. In addition, the tax opinions delivered to AMID and SXE at closing willbe based upon certain factual assumptions, representations, warranties, and covenants made by the officers of the AMID entities and the SXE entities and theirrespective affiliates. If either AMID or SXE waives the receipt of the requisite tax opinion as a condition to closing and the changes to the tax consequences wouldbe material, then this proxy statement/prospectus will be amended and recirculated and unitholder approval will be resolicited. Unlike a ruling, an opinion ofcounsel represents only that counsel’s best legal judgment and does not bind the IRS or the courts. Accordingly, no assurance can be given that the above-describedopinions and the opinions and statements made hereafter in the proxy statement/prospectus will be sustained by a court if contested by the IRS.

Assumptions Related to the U.S. Federal Income Tax Treatment of the Merger

If AMID were treated as a corporation for U.S. federal income tax purposes at the time of the Merger, the Merger would be a fully taxable transaction toholders of Relevant SXE Units. The discussion below assumes that AMID will be classified as a partnership for U.S. federal income tax purposes at the time of theMerger. Please read the discussion of the opinion of Gibson Dunn that AMID is classified as a partnership for U.S. federal income tax purposes under “ MaterialU.S.FederalIncomeTaxConsequencesofAMIDCommonUnitOwnership—PartnershipStatus” below.

The discussion below also assumes that SXE will be classified as a partnership for U.S. federal income tax purposes at the time of the Merger. Please readthe discussion of the opinion of Locke Lord that SXE is classified

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as a partnership for U.S. federal income tax purposes under “ —U.S.FederalIncomeTaxTreatmentoftheMerger.” Following the Merger, a holder of RelevantSXE Units that receives AMID Common Units will be treated as a partner in AMID regardless of the U.S. federal income tax classification of SXE.

While there can be no assurances, SXE believes that its liabilities will either (x) qualify for one or more of the exceptions to the “disguised sale” rules (inwhich case SXE would intend to take the position that SXE will not recognize any income or gain as a result of the “disguised sale” rules with respect to suchliabilities) or (y) give rise to an immaterial amount of taxable income or gain as a result of the “disguised sale.”

U.S. Federal Income Tax Treatment of the Merger

Upon the terms and subject to the conditions set forth in the Merger Agreement, SXE will merge with AMID Merger Sub with SXE continuing as thesurviving entity following the Merger as a wholly owned subsidiary of AMID. Pursuant to the Merger, all Relevant SXE Units will be converted into the right toreceive a number of AMID Common Units (as determined by the Exchange Ratio).

For U.S. federal income tax purposes, the Merger will be treated as a “merger” of AMID and SXE within the meaning of Treasury Regulations promulgatedunder Code Section 708, with AMID being treated as the continuing partnership and SXE being treated as the terminated partnership. As a result, the following isdeemed to occur for U.S. federal income tax purposes: (1) SXE will be deemed to contribute its assets to AMID for (i) the issuance to SXE of AMID CommonUnits and (ii) the assumption of SXE’s liabilities, and (2) SXE will be deemed to liquidate, distributing AMID Common Units to the holders of the Relevant SXEUnits in exchange for such Relevant SXE Units (the “Assets-Over Form”).

The remainder of this discussion, except as otherwise noted, assumes that the Merger and the transactions contemplated thereby will be treated for U.S.federal income tax purposes in the manner described above. For the purposes of this discussion under “ U.S.FederalIncomeTaxTreatmentoftheMerger” withrespect to SXE and the holders of Relevant SXE Units, based upon the representations, warranties and covenants made by the SXE entities, Locke Lord is of theopinion that SXE will be treated as a partnership for U.S. federal income tax purposes immediately prior to the closing of the Merger. The representations,warranties and covenants made by the SXE entities upon which Locke Lord has relied in rendering its opinion include, without limitation: (1) none of SXE nor itsoperating subsidiaries has elected or will elect to be treated, or is otherwise treated, as a corporation for federal income tax purposes (other than Southcross EnergyFinance Corp.); and (2) for each taxable year since formation, more than 90% of SXE’s gross income has been and will be income of a character that SXE’s taxcounsel has opined is “qualifying income” within the meaning of Section 7704(d) of the Code.

Tax Consequences of the Merger to SXE

Under the Assets-Over Form, SXE will be deemed to contribute all of its assets to AMID in exchange for AMID Common Units and the assumption ofSXE’s liabilities. In general, the contribution of property by a partner to a partnership in exchange for a new or additional interest in such partnership will not resultin the recognition of gain or loss by such partner. Under Section 707 of the Code and the Treasury Regulations thereunder, however, a transfer of property (otherthan money) by a partner to a partnership and a transfer of money or other consideration (other than an interest in such partnership) by the partnership to suchpartner (including the partnership’s assumption of, or taking of property subject to, certain liabilities), may, in certain circumstances, be characterized, in whole orin part, as a “disguised sale” of property, rather than as a non-taxable contribution of such property to the partnership. For example, if a partner transfersappreciated property to a partnership and within a reasonable period of time before or after the contribution receives a distribution of money or other propertyapproximately equal to the value of the property given up in the exchange, the transfers may be treated as part of a “disguised sale” of the transferred property.

If the Merger were characterized, in part, as a “disguised sale” of property by SXE, such disguised sale could result in substantial additional amounts oftaxable gain being allocated to the SXE Unitholders, as further

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described below. Under the disguised sale rules, the portion of each SXE Unitholder’s share of cash consideration, if any, and any liabilities assumed by AMID inthe transaction (other than “qualified liabilities” within the meaning of Treasury Regulations Section 1.707-5(a)(6) to the extent provided in the TreasuryRegulations) (the “Section 707 Consideration”) will be treated as consideration for the sale of a portion of the Relevant SXE Units. Accordingly, each SXEUnitholder will recognize gain or loss equal to the difference between the Section 707 Consideration received by such SXE Unitholder and the portion of such SXEUnitholder’s adjusted tax basis allocable to the portion of the Relevant SXE Units deemed sold pursuant to Section 707 of the Code.

Tax Consequences of the Merger to Holders of Relevant SXE Units

Under the Assets-Over Form, SXE Unitholders will be deemed to receive distributions in liquidation of SXE consisting of AMID Common Units. In general,the receipt of AMID Common Units should not result in the recognition of taxable gain or loss to a holder of Relevant SXE Units. Any receipt of cash by an SXEUnitholder (including a deemed distribution of cash resulting from a net reduction in the amount of nonrecourse liabilities allocated to an SXE Unitholder) willresult in the recognition of taxable gain if such received amount is attributable to any Relevant SXE Units deemed sold as a result of the receipt of Section 707Consideration (as discussed above) or if such receipt exceeds the adjusted tax basis in the Relevant SXE Units surrendered in the Merger. Further, the receipt ofAMID Common Units may trigger taxable gain under the disguised sale rules of Code Section 707(a)(2)(B) for an SXE Unitholder that contributed property inexchange for SXE units.

A deemed distribution of cash resulting from a net reduction in the amount of nonrecourse liabilities allocated to a holder of Relevant SXE Units (which willbe adjusted to take into account any nonrecourse liabilities of SXE included in the Section 707 Consideration) will result in the recognition of taxable gain if suchnet reduction exceeds such SXE Unitholder’s tax basis in AMID Common Units immediately after the Merger, after reduction to account for any basis allocable tothe portion of such SXE Unitholder’s Relevant SXE Units deemed sold as a result of the receipt of Section 707 Consideration. As a partner in SXE, a holder ofRelevant SXE Units is entitled to include the nonrecourse liabilities of SXE attributable to its Relevant SXE Units in the tax basis of its Relevant SXE Units. As apartner of AMID after the Merger, a holder of Relevant SXE Units will be entitled to include the nonrecourse liabilities of AMID attributable to the AMIDCommon Units received in the Merger in the tax basis of such units received. The nonrecourse liabilities of AMID will include the nonrecourse liabilities of SXEafter the Merger. The amount of nonrecourse liabilities attributable to a Relevant SXE Unit or an AMID Common Unit is determined under the TreasuryRegulations promulgated under Code Section 752, which are complex.

If the nonrecourse liabilities attributable to the AMID Common Units received by a holder of Relevant SXE Units in the Merger exceed the nonrecourseliabilities attributable to the Relevant SXE Units surrendered by such SXE Unitholder in the Merger (as adjusted to take into account any nonrecourse liabilities ofSXE included in the Section 707 Consideration), such SXE Unitholder’s tax basis in the AMID Common Units received will be correspondingly higher than suchunitholder’s tax basis in the SXE common units surrendered. If the nonrecourse liabilities attributable to the AMID Common Units received by a holder ofRelevant SXE Units in the Merger are less than the nonrecourse liabilities attributable to the Relevant SXE Units surrendered by such SXE Unitholder in theMerger (as adjusted to take into account any nonrecourse liabilities of SXE included in the Section 707 Consideration), such SXE Unitholder’s tax basis in theAMID Common Units received will be correspondingly lower than the unitholder’s tax basis in the Relevant SXE Units. Please read “— TaxBasisandHoldingPeriodoftheAMIDCommonUnitsReceived” below.

Any reduction in liabilities described in the preceding paragraph will be treated as a deemed cash distribution to a holder of Relevant SXE Units. If theamount of any such actual or deemed distributions of cash to a holder of Relevant SXE Units exceeds such SXE Unitholder’s tax basis in the Relevant SXE Unitssurrendered, such SXE Unitholder will recognize taxable gain in an amount equal to the excess, if any, of the amount of any such deemed distribution of cash oversuch SXE Unitholder’s remaining adjusted tax basis in its

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Relevant SXE Units after reduction to account for any basis allocable to the portion of such SXE Unitholder’s Relevant SXE Units deemed sold as a result of thereceipt of Section 707 Consideration. While there can be no assurance, SXE expects that most holders of Relevant SXE Units will not recognize gain in thismanner. The application of the rules governing the allocation of nonrecourse liabilities in the context of the Merger is complex and subject to uncertainty. Therecan be no assurance that a holder of Relevant SXE Units will not recognize gain as a result of the receipt of Section 707 Consideration or otherwise as a result ofthe distributions deemed received by such SXE Unitholder as a result of a net decrease in the amount of nonrecourse liabilities allocable to such SXE Unitholder asa result of the Merger. The amount and effect of any gain that may be recognized by an affected SXE Unitholder will depend on the affected SXE Unitholder’sparticular situation, including the ability of the affected SXE Unitholder to utilize any suspended passive losses. Depending on these factors, any particular affectedSXE Unitholder may, or may not, be able to offset all or a portion of any gain recognized. Each holder of Relevant SXE Units should consult such unitholder’s owntax advisor in analyzing whether the Merger causes such unitholder to recognize actual and/or deemed distributions in excess of the tax basis of its Relevant SXEUnits surrendered in the Merger.

As a result of the transactions to be consummated pursuant to the Contribution Agreement, Southcross Holdings will contribute substantially all of itsbusiness assets to AMID, in addition to its indirect equity interest in SXE in exchange for AMID Common Units, series E preferred units and other consideration. Ifthe IRS concludes that the value received in exchange for Southcross Holdings’ SXE units is disproportionate to the value received by holders of Relevant SXEUnits on a per unit basis, the holders of Relevant SXE Units could be deemed for U.S. federal income tax purposes to have received an amount of consideration inthe Merger disproportionate to their pro rata share of SXE and its assets prior to the Merger with any amount in excess of such pro rata share treated as a taxabletransfer to such SXE Unitholders includable in gross income. SXE intends to take the position that no such taxable transfer will be deemed to occur for U.S. federalincome tax purposes. The IRS may take a different position, in which case a holder of Relevant SXE Units may be required to recognize taxable income withrespect to any excess consideration such SXE Unitholder is deemed to receive in the Merger.

Tax Basis and Holding Period of the AMID Common Units Received

A holder of Relevant SXE Units has an initial tax basis in its Relevant SXE Units that consisted of the amount such SXE Unitholder paid for the RelevantSXE Units plus such SXE Unitholder’s share of SXE’s nonrecourse liabilities. That basis has been and will be increased by such SXE Unitholder’s share of incomeallocated to it and by any increases in such SXE Unitholder’s share of nonrecourse liabilities. That basis has been and will be decreased, but not below zero, bydistributions to such SXE Unitholder, by such SXE Unitholder’s share of losses allocated to it, by any decreases in such SXE Unitholder’s share of nonrecourseliabilities, and by such SXE Unitholder’s share of expenditures that are not deductible in computing taxable income and are not required to be capitalized.

A holder of Relevant SXE Units will have an initial aggregate tax basis in the AMID Common Units such SXE Unitholder will receive in the Merger thatwill be equal to such SXE Unitholder’s adjusted tax basis in the Relevant SXE Units exchanged therefor, (i) decreased by (A) any basis allocable to the portion ofthe Relevant SXE Units deemed sold as a result of the receipt of Section 707 Consideration and (B) any basis attributable to the SXE Unitholder’s share of SXE’snonrecourse liabilities and (ii) increased by the SXE Unitholder’s share of AMID’s nonrecourse liabilities outstanding immediately after the Merger. In addition, anSXE Unitholder’s tax basis in the AMID Common Units received will be increased by the amount of any income or gain recognized by the SXE Unitholder as aresult of “disguised sale” gain being recognized by SXE.

As a result of the Assets-Over Form, an SXE Unitholder’s holding period in the AMID Common Units received in the Merger will not be determined byreference to its holding period in the Relevant SXE Units exchanged therefor. Instead, an SXE Unitholder’s holding period in the AMID Common Units received inthe Merger that are attributable to SXE’s capital assets or assets used in its business as defined in Section 1231 of the

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Code will include SXE’s holding period in those assets. The holding period for AMID Common Units received by an SXE Unitholder attributable to other assets ofSXE, such as inventory and receivables, will begin on the day following the Merger.

Effect of Termination of SXE’s Tax Year at Closing of Merger

SXE uses the year ending December 31 as its taxable year and the accrual method of accounting for U.S. federal income tax purposes. As a result of theMerger, SXE’s tax year will end as of the effective date of the Merger and SXE will be required to file a final U.S. federal income tax return for the taxable yearending upon the effective date of the Merger. Each SXE Unitholder will receive a Schedule K-1 from SXE for the taxable year ending on the effective date of theMerger and will be required to include in income its share of income, gain, loss and deduction for this period. In addition, an SXE Unitholder who has a taxableyear ending on a date other than December 31 and after the date the Merger is effected must include its share of income, gain, loss, and deduction in income for itstaxable year, with the result that the SXE Unitholder will be required to include in income for its taxable year its share of more than one year of income, gain, lossand deduction from SXE.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF AMID COMMON UNIT OWNERSHIP

This section is a summary of the material U.S. federal income tax consequences that may be relevant to prospective unitholders who are individual citizensor residents of the United States receiving AMID Common Units in the Merger and, unless otherwise noted in the following discussion, is the opinion of GibsonDunn, tax counsel to AMID GP and AMID, only insofar as it relates to legal conclusions with respect to matters of U.S. federal income tax law. This section isbased upon current provisions of the Code, including the provisions recently passed by Congress as part of the budget reconciliation act commonly referred to asthe Tax Cuts and Jobs Act (hereinafter, “Tax Cuts and Jobs Act”), Treasury Regulations and current administrative rulings and court decisions, all of which aresubject to change, possibly with retroactive effect. Later changes in these authorities may cause the tax consequences to vary substantially from the consequencesdescribed below. Unless the context otherwise requires, references in this section to AMID include its operating subsidiaries.

The following discussion does not comment on all U.S. federal income tax matters affecting AMID or its unitholders. Moreover, the discussion focuses onunitholders who are individual citizens or residents of the United States (for U.S. federal income tax purposes) and has only limited application to corporations,estates, entities treated as partnerships for U.S. federal income tax purposes, trusts, nonresident aliens, U.S. expatriates and former citizens or long-term residents ofthe United States or other unitholders subject to specialized tax treatment, such as banks, insurance companies and other financial institutions, tax-exemptinstitutions, non-U.S. persons (including, without limitation, controlled foreign corporations, passive foreign investment companies and non-U.S. persons eligiblefor the benefits of an applicable income tax treaty with the United States), IRAs, employee benefit and other tax-qualified retirement plans, real estate investmenttrusts (REITs) or mutual funds, dealers in securities or currencies, traders in securities, U.S. persons whose “functional currency” is not the U.S. dollar, personsholding their units as part of a “straddle,” “hedge,” “conversion transaction” or other risk reduction transaction, persons who acquired their units by gift, andpersons deemed to sell their units under the constructive sale provisions of the Code. In addition, this discussion only comments to a limited extent on state taxconsequences and U.S. federal alternative minimum taxes, and does not comment on local or non-U.S. tax consequences or non-income U.S. federal taxes.Accordingly, AMID encourages each prospective unitholder to consult its own tax advisor in analyzing the U.S. federal, state, local and non-U.S. tax consequencesparticular to it of the ownership or disposition of AMID Common Units and potential changes in applicable law.

No ruling has been requested from the IRS regarding any matter affecting AMID or the consequences of owning AMID Common Units received inconnection with the Merger. Instead, AMID will rely on the opinions of Gibson Dunn. Unlike a ruling, an opinion of counsel represents only that counsel’s bestlegal judgment and does not bind the IRS or the courts. Accordingly, the opinions and statements made herein may not be sustained by a court if contested by theIRS. Any contest of this sort with the IRS may materially and adversely impact the market for the AMID Common Units and the prices at which the AMIDCommon Units trade. In addition, the costs of any contest with the IRS, principally legal, accounting and related fees, will result in a reduction in cash available fordistribution to AMID Common Unitholders and AMID GP and thus will be borne indirectly by AMID Common Unitholders and AMID GP. Furthermore, the taxtreatment of AMID, or of an investment in AMID, may be significantly modified by future legislative or administrative changes or court decisions. Anymodifications may or may not be retroactively applied.

All statements as to matters of U.S. federal income tax law and legal conclusions with respect thereto, but not as to factual matters, contained in this section,unless otherwise noted, are the opinion of Gibson Dunn and are based on the accuracy of the representations made by AMID. Gibson Dunn has not undertaken anyobligation to update its opinion after the date of this filing.

For the reasons described below, Gibson Dunn has not rendered an opinion with respect to the following specific U.S. federal income tax issues: (i) thetreatment of a unitholder whose AMID Common Units are loaned

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to a short seller to cover a short sale of AMID Common Units (please read “— TaxConsequencesofCommonUnitOwnership—TreatmentofShortSales”); (ii)whether AMID’s monthly convention for allocating taxable income and losses is permitted by existing Treasury Regulations (please read “— DispositionofCommonUnits—AllocationsBetweenTransferorsandTransferees”); (iii) whether assignees of AMID Common Units who are entitled to execute and delivertransfer applications, but who fail to execute and deliver transfer applications, will be treated as partners of AMID for tax purposes (please read “ —LimitedPartnerStatus”); and (iv) whether AMID’s method for depreciating Section 743 adjustments is sustainable in certain cases (please read “ —TaxConsequencesofCommonUnitOwnership—Section754Election” and “ —UniformityofCommonUnits”).

In addition, Gibson Dunn has not rendered an opinion with respect to the state, local or non-U.S. tax consequences of an investment in AMID (please read “—State,LocalandNon-U.S.TaxConsiderations”).

Partnership Status

A partnership is not a taxable entity and generally incurs no U.S. federal income tax liability. Instead, each partner of a partnership is required to take intoaccount its share of items of income, gain, loss and deduction of the partnership in computing its U.S. federal income tax liability, regardless of whether cashdistributions are made to such partner by the partnership. Distributions by a partnership to a partner are generally not taxable to the partner unless the amount ofcash distributed to the partner is in excess of the partner’s adjusted basis in its partnership interest. Section 7704 of the Code provides that publicly tradedpartnerships will, as a general rule, be taxed as corporations. However, an exception, referred to as the “Qualifying Income Exception,” exists with respect topublicly traded partnerships of which 90% or more of the gross income for every taxable year consists of “qualifying income.” Qualifying income includes incomeand gains derived from the transportation, processing, storage and marketing of crude oil, natural gas and products thereof. Other types of qualifying incomeinclude interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assetsheld for the production of income that otherwise constitutes qualifying income. Qualifying income does not include rental income from leasing personal property.AMID estimates that less than 7% of its gross income for its current taxable year will not be qualifying income; however, this estimate could change from time totime. Based upon and subject to this estimate, the factual representations made by AMID and AMID GP and a review of the applicable legal authorities, GibsonDunn is of the opinion that at least 90% of such gross income constitutes qualifying income. The portion of AMID’s income that is qualifying income may changefrom time to time.

No ruling has been or will be sought from the IRS regarding, and the IRS has made no determination as to AMID’s status or the status of its operatingsubsidiaries for U.S. federal income tax purposes or whether AMID’s operations generate “qualifying income” under Section 7704 of the Code. Instead, AMID willrely on the opinion of Gibson Dunn on such matters. It is the opinion of Gibson Dunn that, based upon the Code, Treasury Regulations, published revenue rulingsand court decisions and the representations described below that:

• AMID will be classified as a partnership for U.S. federal income tax purposes; and

• except as provided below, each of AMID’s operating subsidiaries is disregarded as an entity separate from AMID for U.S. federal income taxpurposes.

In rendering its opinion, Gibson Dunn has relied on factual representations made by AMID and AMID GP. The representations made upon which GibsonDunn has relied include:

• neither AMID nor AMID’s operating subsidiaries (other than those noted below) have elected or will elect to be treated as a corporation;

• for each taxable year, more than 90% of AMID’s gross income has been and will be income that Gibson Dunn has opined or that AMID anticipatesGibson Dunn will opine is “qualifying income” within the meaning of Section 7704(d) of the Code; and

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• each hedging transaction that AMID treats as resulting in qualifying income has been and will be appropriately identified as a hedging transaction

pursuant to applicable Treasury Regulations, and has been and will be associated with crude oil, natural gas, or products thereof that are held or to beheld by AMID in activities that Gibson Dunn has opined or will opine result in qualifying income.

AMID believes that these representations have been true in the past and expects that these representations will continue to be true in the future.

If AMID fails to meet the Qualifying Income Exception, other than a failure that is determined by the IRS to be inadvertent and that is cured within areasonable time after discovery (in which case the IRS may also require AMID to make adjustments with respect to its unitholders or pay other amounts), AMIDwill be treated as if it had transferred all of its assets, subject to liabilities, to a newly formed corporation, on the first day of the year in which AMID fails to meetthe Qualifying Income Exception, in return for stock in that corporation, and then distributed that stock to the unitholders in liquidation of their interests in AMID.This deemed contribution and liquidation should be tax-free to unitholders and AMID so long as, at that time, AMID does not have liabilities in excess of the taxbasis of its assets. Thereafter, AMID would be treated as a corporation for U.S. federal income tax purposes.

If AMID were taxed as a corporation in any taxable year, either as a result of a failure to meet the Qualifying Income Exception or otherwise, its items ofincome, gain, loss and deduction would be reflected only on its tax return rather than being passed through to AMID Common Unitholders, and AMID’s netincome would be taxed to it at corporate rates. In addition, any distribution made to a unitholder would be treated as taxable dividend income, to the extent ofAMID’s current and accumulated earnings and profits, or, in the absence of earnings and profits, a nontaxable return of capital, to the extent of the unitholder’s taxbasis in its AMID Common Units, or taxable capital gain, after the unitholder’s tax basis in its AMID Common Units is reduced to zero. Accordingly, taxation as acorporation would result in a material reduction in a unitholder’s cash flow and after-tax return and thus would likely result in a substantial reduction of the value ofthe AMID Common Units.

The discussion below is based on Gibson Dunn’s opinion that AMID will be classified as a partnership for U.S. federal income tax purposes.

Tax Treatment of Income Earned Through C Corporation Subsidiaries

A material portion of AMID’s taxable income is earned through C corporation subsidiaries. Such C corporation subsidiaries are subject to U.S. federalincome tax on their taxable income at the corporate tax rate, which, effective for taxable years beginning after December 31, 2017, is 21%, and will likely pay state(and possibly local) income tax at varying rates, on their taxable income. Any such entity level taxes will reduce the cash available for distribution to AMIDCommon Unitholders. Distributions from AMID’s C corporation subsidiaries will be taxed as dividend income to the extent of current and accumulated earningsand profits of such subsidiary (in the case of a distribution from American Midstream Finance Corporation or Argo Merger GP Sub, LLC) or of the consolidatedgroup (in the case of a distribution from Blackwater Investments, Inc.). The maximum U.S. federal income tax rate applicable to such dividend income which isallocable to individuals currently is 20% and such dividend income is also considered investment income subject to the 3.8% Medicare tax under the circumstancesdescribed in “ —TaxConsequencesofCommonUnitOwnership—TaxRates.” An individual unitholder’s share of dividend and interest income from AMID’s Ccorporation subsidiaries would constitute portfolio income that could not be offset by the unitholder’s share of AMID’s other losses or deductions.

Recent Administrative and Legislative Developments

The present U.S. federal income tax treatment of publicly traded partnerships, such as an investment in the AMID Common Units, may be modified byadministrative, legislative or judicial interpretation at any time. From

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time to time, members of the U.S. Congress propose and consider substantive changes to the existing U.S. federal income tax laws that affect publicly tradedpartnerships, such as proposals eliminating the Qualifying Income Exception upon which AMID relies for its treatment as a partnership for U.S. federal income taxpurposes. While the Tax Cuts and Jobs Act does not negatively impact the Qualifying Income Exception, there is no guarantee that such proposal will not becomepart of any future legislation.

On January 24, 2017, the IRS and the U.S. Department of the Treasury published in the Federal Register final Treasury Regulations effective as ofJanuary 19, 2017 (the “Final Regulations”) that provide industry-specific guidance regarding whether income earned from certain activities will constitutequalifying income. AMID believes that the Final Regulations have not changed the qualifying status of the income that it currently treats as qualifying income.

Limited Partner Status

Unitholders who have become limited partners of AMID will be treated as partners of AMID for U.S. federal income tax purposes. A unitholder becomes alimited partner when the transfer or issuance of units to such person, or the admission of such person as a limited partner, is reflected in AMID’s books and records.Assignees who have executed and delivered transfer applications, and assignees who are awaiting admission as limited partners, will also be treated as partners ofAMID for U.S. federal income tax purposes. Unitholders whose AMID Common Units are held in street name or by a nominee and who have the right to direct thenominee in the exercise of all substantive rights attendant to the ownership of their AMID Common Units will be treated as the holder of such AMID CommonUnits. As there is no direct authority addressing assignees of units who are entitled to execute and deliver transfer applications and thereby become entitled to directthe exercise of attendant rights, but who fail to execute and deliver transfer applications, Gibson Dunn’s opinion does not extend to these persons. Furthermore, apurchaser or other transferee of units who does not execute and deliver a transfer application may not receive some U.S. federal income tax information or reportsfurnished to record holders of units unless the units are held in a nominee or street name account and the nominee or broker has executed and delivered a transferapplication for those units.

A beneficial owner of AMID Common Units whose units have been transferred to a short seller to complete a short sale would appear to lose its status as apartner with respect to those units for U.S. federal income tax purposes. Please read “— TaxConsequencesofCommonUnitOwnership—TreatmentofShortSales.”

Income, gain, deductions or losses would not appear to be reportable by a unitholder who is not a partner for U.S. federal income tax purposes, and any cashdistributions received by a unitholder who is not a partner for U.S. federal income tax purposes would therefore appear to be fully taxable as ordinary income.These holders are urged to consult their tax advisors with respect to their tax consequences of holding AMID Common Units. The references to “unitholders” in thediscussion that follows are to holders of AMID Common Units who are treated as partners in AMID for U.S. federal income tax purposes.

Tax Consequences of Common Unit Ownership

Flow-ThroughofTaxableIncome

Subject to the discussion under “ —TaxTreatmentofIncomeEarnedThroughCCorporationSubsidiaries,” “ —Entity-LevelCollections” and “ —AdministrativeMatters—InformationReturnsandAuditProcedures,” AMID will not pay any U.S. federal income tax. Instead, each unitholder will be required toreport on its income tax return its share of AMID’s income, gains, losses and deductions without regard to whether AMID makes cash distributions to suchunitholder. Consequently, AMID may allocate income to a unitholder even if it has not received a cash distribution. Each unitholder will be required to include inincome its allocable share of AMID’s income, gains, losses and deductions for AMID’s taxable year ending with or within its taxable year. AMID’s taxable yearends on December 31.

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DeductionforQualifiedBusinessIncome

Under provisions recently passed by Congress as part of the Tax Cuts and Jobs Act, a unitholder that is an individual, estate or trust generally may deduct20% of its qualified business income, including “qualified publicly traded partnership income,” which is the sum of (i) the net amount of the unitholder’s allocableshare of AMID’s items of income, gain, deduction and loss that are effectively connected with AMID’s trade or business (which does not include investmentincome) and (ii) the unitholder’s gain from the sale or other disposition of its AMID Common Units to the extent that such gain is attributable to Section 751 Assets(as defined below). Unless amended, this deduction applies only to taxable years beginning prior to December 31, 2025. Each unitholder is encouraged to consultits own tax advisor in determining its eligibility to take such deduction with respect to income allocable to it from AMID.

TreatmentofDistributions

Distributions made by AMID to a unitholder generally will not be taxable to the unitholder for U.S. federal income tax purposes, except to the extent theamount of any such cash distribution exceeds such unitholder’s tax basis in its AMID Common Units immediately before the distribution. Cash distributions madeby AMID to a unitholder in an amount in excess of a unitholder’s tax basis generally will be considered to be gain from the sale or exchange of the AMID CommonUnits, taxable in accordance with the rules described under “ —DispositionofCommonUnits.” Any reduction in a unitholder’s share of AMID’s liabilities forwhich no partner, including AMID GP, bears the economic risk of loss, known as “nonrecourse liabilities,” will be treated as a distribution by AMID of cash to thatunitholder. To the extent AMID’s distributions cause a unitholder’s “at-risk” amount to be less than zero at the end of any taxable year, the unitholder mustrecapture any losses deducted in previous years. Please read “ —LimitationsonDeductibilityofLosses.”

A decrease in a unitholder’s percentage interest in AMID because of AMID’s issuance of additional units will decrease its share of AMID’s nonrecourseliabilities, and thus will result in a corresponding deemed distribution of cash. This deemed distribution may constitute a non-pro rata distribution. A non-pro ratadistribution of money or property may result in ordinary income to a unitholder, regardless of its tax basis in its AMID Common Units, if the distribution reducesthe unitholder’s share of AMID’s “unrealized receivables,” including depreciation recapture, depletion recapture and/or substantially appreciated “inventory items,”each as defined in the Code, and collectively, “Section 751 Assets.” To that extent, the unitholder will be treated as having been distributed its proportionate shareof the Section 751 Assets and then having exchanged those assets with AMID in return for the non-pro rata portion of the actual distribution made to suchunitholder. This latter deemed exchange will generally result in the unitholder’s realization of ordinary income, which will equal the excess of (i) the non-pro rataportion of that distribution over (ii) the unitholder’s tax basis (generally zero) for the share of Section 751 Assets deemed relinquished in the exchange.

BasisofCommonUnits

A unitholder’s initial tax basis for its AMID Common Units will generally equal the amount the unitholder paid for the AMID Common Units plus its shareof AMID’s nonrecourse liabilities. Please read “ MaterialU.S.FederalIncomeTaxConsequencesoftheMerger—TaxBasisandHoldingPeriodoftheAMIDCommonUnitsReceived” for a discussion of how to determine the initial tax basis of AMID Common Units received in the merger. A unitholder’s basis will beincreased by its share of AMID’s income and by any increases in its share of AMID’s nonrecourse liabilities. That basis will be decreased, but not below zero, bydistributions from AMID, by the unitholder’s share of AMID’s losses, by any decreases in its share of AMID’s nonrecourse liabilities and by its share of AMID’sexpenditures that are not deductible in computing taxable income and are not required to be capitalized. A unitholder will have no share of AMID’s debt that isrecourse to AMID GP under Section 752 of the Code and the regulations thereunder, but will have a share, generally based on its share of profits, of AMID’snonrecourse liabilities. Please read “ —DispositionofCommonUnits—RecognitionofGainorLoss.”

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LimitationsonDeductibilityofLosses

The deduction by a unitholder of its share of AMID’s losses will be limited to the tax basis in its units and, in the case of an individual unitholder, estate,trust or corporate unitholder (if more than 50% of the value of the corporate unitholder’s stock is owned directly or indirectly by or for five or fewer individuals orsome tax-exempt organizations) to the amount for which the unitholder is considered to be “at risk” with respect to AMID’s activities, if that is less than its taxbasis. A unitholder subject to these limitations must recapture losses deducted in previous years to the extent that distributions cause its at-risk amount to be lessthan zero at the end of any taxable year. Losses disallowed to a unitholder or recaptured as a result of these limitations will carry forward and will be allowable as adeduction to the extent that its at-risk amount is subsequently increased, provided such losses do not exceed such unitholder’s tax basis in its AMID CommonUnits. Upon the taxable disposition of an AMID Common Unit, any gain recognized by a unitholder can be offset by losses that were previously suspended by theat-risk limitation but may not be offset by losses suspended by the basis limitation. Any loss previously suspended by the at-risk limitation in excess of the gainrecognized upon the taxable disposition of all of a unitholder’s AMID Common Units would no longer be utilizable.

In general, a unitholder will be at risk to the extent of the tax basis of its units, excluding any portion of that basis attributable to its share of AMID’snonrecourse liabilities, reduced by (i) any portion of that basis representing amounts otherwise protected against loss because of a guarantee, stop loss agreement orother similar arrangement and (ii) any amount of money it borrows to acquire or hold its units, if the lender of those borrowed funds owns an interest in AMID, isrelated to the unitholder or can look only to the units for repayment. A unitholder’s at-risk amount will increase or decrease as the tax basis of the unitholder’s unitsincreases or decreases, other than tax basis increases or decreases attributable to increases or decreases in its share of AMID’s nonrecourse liabilities.

In addition to the basis and at-risk limitations on the deductibility of losses, the passive loss limitations generally provide that individuals, estates, trusts andsome closely held corporations and personal service corporations can deduct losses from passive activities, which are generally trade or business activities in whichthe taxpayer does not materially participate, only to the extent of the taxpayer’s income from those passive activities. The passive loss limitations are appliedseparately with respect to each publicly traded partnership. Consequently, any passive losses AMID generates will only be available to offset AMID’s passiveincome generated in the future and will not be available to offset income from other passive activities or investments, including AMID’s investments or aunitholder’s investments in other publicly traded partnerships, or salary or active business income. Passive losses that are not deductible because they exceed aunitholder’s share of income AMID generates may be deducted in full when the unitholder disposes of its entire investment in AMID in a fully taxable transactionwith an unrelated party. The passive loss limitations are applied after other applicable limitations on deductions, including the at-risk rules and the basis limitation.

A unitholder’s share of AMID’s net income may be offset by any of the unitholder’s suspended passive losses from AMID, but it may not be offset by anyother current or carryover losses from other passive activities, including those attributable to other publicly traded partnerships.

Finally, in addition to the other limitations described above, non-corporate taxpayers may only deduct business losses up the gross income or gainattributable to such trade or business plus $250,000 ($500,000 for unitholders filing jointly). Amounts that may not be deducted in a taxable year may be carriedforward into the following taxable year. This limitation shall be applied after the passive loss limitations.

LimitationsonInterestDeductions

The deductibility of a non-corporate taxpayer’s “investment interest expense” is generally limited to the amount of that taxpayer’s “net investment income.”Investment interest expense includes:

• interest on indebtedness properly allocable to property held for investment;

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• AMID’s interest expense attributed to income that is treated as portfolio income under the passive loss rules; and

• the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income.

The computation of a unitholder’s investment interest expense will take into account interest on any margin account borrowing or other loan incurred topurchase or carry an AMID Common Unit. Net investment income includes gross income from property held for investment and amounts treated as portfolioincome under the passive loss rules, less deductible expenses, other than interest, directly connected with the production of investment income, but generally doesnot include gains attributable to the disposition of property held for investment or (if applicable) qualified dividend income. The IRS has indicated that the netpassive income earned by a publicly traded partnership will be treated as investment income to its unitholders for purposes of the investment interest deductionlimitation. In addition, the unitholder’s share of AMID’s income that is treated as portfolio income under the passive loss rules will be treated as investmentincome.

AMID’s ability to deduct interest on its indebtedness allocable to its trade or business (which excludes investment interest) will be limited to an amountequal to the sum of (i) AMID’s business interest income during the taxable year and (ii) 30% of AMID’s adjusted taxable income for such taxable year. If AMID isnot entitled to fully deduct its business interest in any taxable year, such excess business interest expense will be allocated to each unitholder as excess businessinterest and can be carried forward by the unitholder to successive taxable years and used to offset any excess taxable income allocated by AMID to suchunitholder. Any excess business interest expense allocated to a unitholder will reduce such unitholder’s tax basis in its partnership interest in the year of theallocation even if the expense does not give rise to a deduction to the unitholder in that year. Immediately prior to a disposition of its AMID shares, a unitholder’stax basis will be increased by the amount by which such basis reduction exceeds the excess interest expense that has been deducted by such unitholder.

Entity-LevelCollections

If AMID is required under applicable law to pay any U.S. federal, state, local or non-U.S. income tax on behalf of any unitholder or AMID GP or any formerunitholder, AMID is authorized to pay those taxes from AMID’s funds. That payment, if made, will be treated as a distribution of cash to the unitholder, AMID GPor former unitholder on whose behalf the payment was made. If the payment is made on behalf of a person whose identity cannot be determined, AMID isauthorized to treat the payment as a distribution to all current unitholders. AMID is authorized to amend its partnership agreement in the manner necessary tomaintain uniformity of intrinsic tax characteristics of units and to adjust later distributions, so that after giving effect to these distributions, the priority andcharacterization of distributions otherwise applicable under AMID’s partnership agreement is maintained as nearly as is practicable. Payments by AMID asdescribed above could give rise to an overpayment of tax on behalf of a particular unitholder, in which event the unitholder would be required to file a claim withthe appropriate authority in order to obtain a credit or refund.

AllocationofIncome,Gain,LossandDeduction

In general, if AMID has a net profit, its items of income, gain, loss and deduction will be allocated among AMID GP and the unitholders in accordance withtheir percentage interests in AMID. At any time that incentive distributions are made to AMID GP, gross income will be allocated to AMID GP to the extent ofthese distributions. Similarly, at any time that distributions are made in respect of series A preferred units, series C preferred units, and series E preferred units, netprofit will be allocated to holders of series A preferred units, series C preferred units, and series E preferred units, as applicable, to the extent of these distributions.Upon certain events (such as the conversion of a series A preferred unit, a series C preferred unit or a series E preferred unit into an AMID Common Unit),AMID’s items of income, gain, loss and deduction will be allocated to (and, in some circumstances, reallocated among) holders of units in order to cause the capitalaccounts of all

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unitholders to be equal on a per unit basis. If AMID has a net loss, that loss will be allocated first to AMID GP and the unitholders in accordance with theirpercentage interests in AMID to the extent of their positive capital accounts, second, to the holders of series A preferred units, series C preferred units, and series Epreferred units to the extent of their positive capital accounts, and third, to AMID GP.

Specified items of AMID’s income, gain, loss and deduction will be allocated to account for (i) any difference between the tax basis and fair market value ofAMID’s assets at the time of an offering and (ii) any difference between the tax basis and fair market value of any property contributed to AMID (includingdeemed contributions of SXE assets in connection with the Merger) that exists at the time of such contribution, together referred to in this discussion as the“Contributed Property.” The effect of these allocations, referred to as “Section 704(c) Allocations,” to a unitholder acquiring AMID Common Units from AMIDwill be essentially the same as if the tax bases of AMID’s assets were equal to their fair market values at the time of such acquisition. Following the merger, in theevent that AMID divests itself of any SXE assets acquired in the merger or SXE divests itself of certain assets held at the time of the merger (including throughdistributions of such assets), all or a portion or any gain recognized as a result of a divesture of such units or other assets may be required to be allocated to formerSXE Unitholders. In addition, a former SXE Unitholder may be required to recognize its share of “built-in gain” upon certain distributions by AMID to thatunitholder of other AMID property (other than money) within seven years following the merger. No special distributions will be made to former SXE Unitholderswith respect to any tax liability for such transactions.

In the event AMID issues additional AMID Common Units or engages in certain other transactions in the future, “reverse Section 704(c) Allocations,”similar to the Section 704(c) Allocations described above, will be made to AMID GP and all AMID Common Unitholders immediately prior to such issuance orother transactions to account for the difference between the “book” basis for purposes of maintaining capital accounts and the fair market value of all property heldby AMID at the time of such issuance or future transaction. In addition, items of recapture income will be allocated to the extent possible to the unitholder who wasallocated the deduction giving rise to the treatment of that gain as recapture income in order to minimize the recognition of ordinary income by some unitholders.Finally, although AMID does not expect that its operations will result in the creation of negative capital accounts, if negative capital accounts nevertheless result,items of AMID’s income and gain will be allocated in an amount and manner sufficient to eliminate the negative balance as quickly as possible.

An allocation of items of AMID’s income, gain, loss or deduction, other than an allocation required by the Code to eliminate the difference between apartner’s “book” capital account, credited with the fair market value of Contributed Property, and “tax” capital account, credited with the tax basis of ContributedProperty, referred to in this discussion as the “Book-Tax Disparity,” will generally be given effect for U.S. federal income tax purposes in determining a partner’sshare of an item of income, gain, loss or deduction only if the allocation has “substantial economic effect.” In any other case, a partner’s share of an item will bedetermined on the basis of its interest in AMID, which will be determined by taking into account all the facts and circumstances, including:

• its relative contributions to AMID;

• the interests of all the partners in profits and losses;

• the interest of all the partners in cash flow; and

• the rights of all partners to distributions of capital upon liquidation.

TreatmentofShortSales

A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units. If so, the unitholderwould no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from thedisposition. As a result, during this period:

• any of AMID’s income, gain, deduction or loss with respect to those AMID Common Units would not be reportable by the unitholder;

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• any cash distributions received by the unitholder as to those units would be fully taxable; and

• all of these distributions would appear to be ordinary income.

Because there is no direct or indirect controlling authority on the issue relating to partnership interests, Gibson Dunn has not rendered an opinion regardingthe tax treatment of a unitholder whose AMID Common Units are loaned to a short seller to cover a short sale of AMID Common Units; therefore, unitholdersdesiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are urged to consult a tax advisor to discuss whether it isadvisable to modify any applicable brokerage account agreements to prohibit their brokers from borrowing and loaning their units. The IRS has previouslyannounced that it is studying issues relating to the tax treatment of short sales of partnership interests. Please also read “ —DispositionofCommonUnits—RecognitionofGainorLoss.”

AlternativeMinimumTax

Each unitholder will be required to take into account its distributive share of any items of AMID’s income, gain, loss or deduction for purposes of thealternative minimum tax. The minimum tax rate for non corporate married taxpayers filing jointly in 2018 is 26% on the first $187,800 of alternative minimumtaxable income in excess of the exemption amount and 28% on any additional alternative minimum taxable income. Unitholders are urged to consult with their taxadvisors as to the impact of an investment in units on their liability for the alternative minimum tax.

TaxRates

Under current law, the highest marginal U.S. federal income tax rate applicable to ordinary income of individuals is, for taxable years beginning afterDecember 31, 2017, 37% and the highest marginal U.S. federal income tax rate applicable to long-term capital gains (generally, capital gains on certain assets heldfor more than twelve months) of individuals is 20%. Unless amended, the 37% rate applies only to taxable years beginning prior to December 31, 2025. Thereafter,the highest marginal U.S. federal income tax rate applicable to ordinary income individuals is 39.6%.

In addition, a 3.8% Medicare tax is imposed upon certain net investment income earned by individuals, estates and trusts. For these purposes, net investmentincome generally includes a unitholder’s allocable share of AMID’s income and gain realized by a unitholder from a sale of units. In the case of an individual, thetax will be imposed on the lesser of (i) the unitholder’s net investment income or (ii) the amount by which the unitholder’s modified adjusted gross income exceeds$250,000 (if the unitholder is married and filing jointly or a surviving spouse), $125,000 (if the unitholder is married and filing separately) or $200,000 (in anyother case). In the case of an estate or trust, the tax will be imposed on the lesser of (i) undistributed net investment income or (ii) the excess adjusted gross incomeover the dollar amount at which the highest income tax bracket applicable to an estate or trust begins. Unitholders are urged to consult with their tax advisors as tothe impact of this Medicare tax on an investment in AMID Common Units.

Section754Election

AMID has made, and in case of any termination of the partnership for U.S. federal income tax purposes, expects to make, the election permitted bySection 754 of the Code. That election is irrevocable without the consent of the IRS unless there is a constructive termination of the partnership. The election willgenerally permit AMID to adjust an AMID Common Unit purchaser’s tax basis in AMID’s assets (“inside basis”) under Section 743(b) of the Code to reflect itspurchase price. This election does not apply with respect to a person who purchases AMID Common Units directly from AMID. The Section 743(b) adjustmentbelongs only to the purchaser and not to other unitholders. For purposes of this discussion, a unitholder’s inside basis in AMID’s assets will be considered to havetwo components: (i) its share of AMID’s tax basis in its assets (“common basis”) and (ii) its Section 743(b) adjustment to that basis.

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The timing of deductions attributable to a Section 743(b) adjustment to our common basis will depend upon a number of factors, including the nature of theassets to which the adjustment is allocable, the extent to which the adjustment offsets any section 704(c) type gain or loss with respect to an asset and certainelections we make as to the manner in which it applies Section 704(c) principles with respect to an asset with respect to which the adjustment is allocable. Pleaseread “ —TaxConsequencesofCommonUnitOwnership—AllocationofIncome,Gain,LossandDeduction.” The timing of these deductions may affect theuniformity of AMID’s units. Under AMID’s partnership agreement, AMID GP is authorized to take a position to preserve the uniformity of units even if thatposition is not consistent with these and any other Treasury Regulations. Please read “ —UniformityofCommonUnits.”

In certain instances, AMID may take a depreciation or amortization position under which all purchasers acquiring AMID Common Units in the same monthwould receive depreciation or amortization, whether attributable to common basis or a Section 743(b) adjustment, based upon the same applicable rate as if theyhad purchased a direct interest in AMID’s assets. This kind of aggregate approach may result in lower annual depreciation or amortization deductions than wouldotherwise be allowable to some unitholders. Please read “ —UniformityofCommonUnits.” A unitholder’s tax basis for its AMID Common Units is reduced by itsshare of AMID’s deductions (whether or not such deductions were claimed on an individual’s income tax return) so that any position AMID takes that understatesdeductions will overstate the unitholder’s basis in its AMID Common Units, which may cause the unitholder to understate gain or overstate loss on any sale of suchunits. Please read “ —DispositionofCommonUnits—RecognitionofGainorLoss.” Gibson Dunn has not rendered an opinion as to whether AMID’s method fordepreciating Section 743 adjustments is sustainable for property subject to depreciation under Section 167 of the Code or if AMID uses an aggregate approach asdescribed above, as there is no direct or indirect controlling authority addressing the validity of these positions. Moreover, the IRS may challenge AMID’s positionwith respect to depreciating or amortizing the Section 743(b) adjustment AMID takes to preserve the uniformity of the AMID Common Units. If such a challengewere sustained, the gain from the sale of units might be increased without the benefit of additional deductions.

A Section 754 election is advantageous if the transferee’s tax basis in its AMID Common Units is higher than the units’ share of the aggregate tax basis ofAMID’s assets immediately prior to the transfer. In that case, as a result of the election, the transferee would have, among other items, a greater amount ofdepreciation deductions and its share of any gain or loss on a sale of AMID’s assets would be less. Conversely, a Section 754 election is disadvantageous if thetransferee’s tax basis in its AMID Common Units is lower than those units’ share of the aggregate tax basis of AMID’s assets immediately prior to the transfer.Thus, the fair market value of the units may be affected either favorably or unfavorably by the election. A basis adjustment is required regardless of whether aSection 754 election is made in the case of a transfer of an interest in AMID if AMID has a substantial built-in loss immediately after the transfer, or if AMIDdistributes property and has a substantial basis reduction. Generally, a built-in loss or a basis reduction is substantial if it exceeds $250,000.

The calculations involved in the Section 754 election are complex and will be made on the basis of assumptions as to the value of AMID’s assets and othermatters. For example, the allocation of the Section 743(b) adjustment among AMID’s assets must be made in accordance with the Code. The IRS could seek toreallocate some or all of any Section 743(b) adjustment allocated by AMID to its tangible assets to goodwill instead. Goodwill, as an intangible asset, is generallynonamortizable or amortizable over a longer period of time or under a less accelerated method than AMID’s tangible assets. AMID cannot assure you that thedeterminations it makes will not be successfully challenged by the IRS and that the deductions resulting from them will not be reduced or disallowed altogether.Should the IRS require a different basis adjustment to be made, and should, in AMID’s opinion, the expense of compliance exceed the benefit of the election,AMID may seek permission from the IRS to revoke its Section 754 election. If permission is granted, a subsequent purchaser of AMID Common Units may beallocated more income than the purchaser would have been allocated had the election not been revoked.

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Tax Treatment of Operations

AccountingMethodandTaxableYear

AMID uses the year ending December 31 as its taxable year and the accrual method of accounting for U.S. federal income tax purposes. Each unitholder willbe required to include in income its share of AMID’s income, gain, loss and deduction for AMID’s taxable year ending within or with its taxable year. In addition,a unitholder who has a taxable year ending on a date other than December 31 and who disposes of all of its AMID Common Units following the close of AMID’staxable year but before the close of the unitholder’s taxable year must include its share of AMID’s income, gain, loss and deduction in income for its taxable year,with the result that the unitholder will be required to include in income for its taxable year its share of more than 12 months of AMID’s income, gain, loss anddeduction. Please read “ —DispositionofCommonUnits—AllocationsBetweenTransferorsandTransferees.”

TaxBasis,DepreciationandAmortization

The tax basis of AMID’s assets will be used for purposes of computing depreciation and cost recovery deductions and, ultimately, gain or loss on thedisposition of these assets. The U.S. federal income tax burden associated with the difference between the fair market value of AMID’s assets and their tax basisimmediately prior to an offering of new units will be borne by AMID Common Unitholders holding interests in AMID prior to such offering. Please read “ —TaxConsequencesofCommonUnitOwnership—AllocationofIncome,Gain,LossandDeduction.”

To the extent allowable, AMID may elect to use the depreciation and cost recovery methods, including bonus depreciation to the extent available, that willresult in the largest deductions being taken in the early years after assets subject to these allowances are placed in service. Please read “ —UniformityofCommonUnits.” Property that AMID subsequently acquires or constructs may be depreciated using accelerated methods permitted by the Code.

The IRS may challenge the useful lives assigned to AMID’s assets or seek to characterize intangible assets as nonamortizable goodwill. If any suchchallenge or characterization is successful, the deductions allocated to a unitholder in respect of AMID’s assets could be reduced, and its share of taxable incomereceived from AMID could be increased accordingly. Any such increase could be material.

If AMID disposes of depreciable property by sale, foreclosure or otherwise, all or a portion of any gain, determined by reference to the amount ofdepreciation previously deducted and the nature of the property, may be subject to the recapture rules and taxed as ordinary income rather than capital gain.Similarly, a unitholder who has taken cost recovery or depreciation deductions with respect to property AMID owns will likely be required to recapture some or allof those deductions as ordinary income upon a sale of its interest in AMID. Please read “ —TaxConsequencesofCommonUnitOwnership—AllocationofIncome,Gain,LossandDeduction” and “ —DispositionofCommonUnits—RecognitionofGainorLoss.”

The costs that AMID incurs in selling its units (called “syndication expenses”) must be capitalized and cannot be deducted currently, ratably or uponAMID’s termination. There are uncertainties regarding the classification of costs as organization expenses, which may be amortized by AMID, and as syndicationexpenses, which may not be amortized by AMID. The underwriting discounts and commissions that AMID incurs will be treated as syndication expenses.

ValuationandTaxBasisofAMID’sProperties

The U.S. federal income tax consequences of the ownership and disposition of AMID Common Units will depend in part on AMID’s estimates of therelative fair market values, and the initial tax bases, of its assets. Although AMID may from time to time consult with professional appraisers regarding valuationmatters, AMID

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will make many of the relative fair market value estimates by itself. These estimates and determinations of basis are subject to challenge and will not be binding onthe IRS or the courts. If the estimates of fair market value or determinations of basis are later found to be incorrect, the character and amount of items of income,gain, loss or deductions previously reported by unitholders might change, and unitholders might be required to adjust their tax liability for prior years and incurinterest and penalties with respect to those adjustments.

Disposition of Common Units

RecognitionofGainorLoss

Gain or loss will be recognized on a sale of AMID Common Units equal to the difference between the unitholder’s amount realized and the unitholder’s taxbasis for the units sold. A unitholder’s amount realized will be measured by the sum of the cash or the fair market value of other property received by it plus itsshare of AMID’s nonrecourse liabilities attributable to the units sold. Because the amount realized includes all or a portion of a unitholder’s share of AMID’snonrecourse liabilities, the gain recognized on the sale of units could result in a tax liability in excess of any cash received from the sale.

A unitholder’s tax basis in the unitholder’s units is adjusted by distributions, as well as by virtue of allocations of income, gains, losses, deductions andliabilities. Please read “ —TaxConsequencesofCommonUnitOwnership—BasisofCommonUnits.” Prior distributions from AMID in excess of cumulative nettaxable income for an AMID Common Unit that decreased a unitholder’s tax basis in that unit, in effect, will become taxable income if the unit is sold at a pricegreater than the unitholder’s tax basis in that unit, even if the price received is less than its original cost. If any of AMID’s allocations are subsequently disputed bythe IRS, unitholders who sold units prior to the resolution of such dispute may be required to increase or decrease the amount of gain or loss reported on such sale.Please read —AllocationsBetweenTransferorsandTransferees” and “ —TaxConsequencesofCommonUnitOwnership—Section754Election.”

Except as noted below, gain or loss recognized by a unitholder, other than a “dealer” in units, on the sale or exchange of an AMID Common Unit willgenerally be taxable as capital gain or loss. Capital gain recognized by an individual on the sale of AMID Common Units held for more than 12 months willgenerally be taxed at the U.S. federal income tax rate applicable to long-term capital gains. However, a portion of this gain or loss, which will likely be substantial,will be separately computed and taxed as ordinary income or loss under Section 751 of the Code to the extent attributable to assets giving rise to depreciation ordepletion recapture or other “unrealized receivables” or to “inventory items” that AMID owns. Ordinary income attributable to unrealized receivables, inventoryitems and depreciation recapture may exceed net taxable gain realized upon the sale of a unit and may be recognized even if there is a net taxable loss realized onthe sale of an AMID Common Unit. Thus, a unitholder may recognize both ordinary income and a capital loss upon a sale of units. Capital losses may offset capitalgains and no more than $3,000 of ordinary income each year, in the case of individuals, and may only be used to offset capital gains in the case of corporations.Both ordinary income and capital gain recognized on a sale of AMID Common Units may be subject to the additional Medicare tax in certain circumstances. Pleaseread “ —TaxConsequenceofCommonUnitOwnership—TaxRates.”

The IRS has ruled that a partner who acquires interests in a partnership in separate transactions must combine those interests and maintain a single adjustedtax basis for all those interests. Upon a sale or other disposition of less than all of those interests, a portion of that tax basis must be allocated to the interests soldusing an “equitable apportionment” method, which generally means that the tax basis allocated to the interest sold equals an amount that bears the same relation tothe partner’s tax basis in its entire interest in the partnership as the value of the interest sold bears to the value of the partner’s entire interest in the partnership.Treasury Regulations under Section 1223 of the Code allow a selling unitholder who can identify AMID Common Units transferred with an ascertainable holdingperiod to elect to use the actual holding period of the AMID Common Units transferred. Thus, according to the ruling discussed above, a unitholder will be unableto select high or low basis AMID Common Units to sell as would be the case with corporate stock, but, according to the Treasury

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Regulations, the unitholder may designate specific AMID Common Units sold for purposes of determining the holding period of the units transferred. A unitholderelecting to use the actual holding period of AMID Common Units transferred must consistently use that identification method for all subsequent sales or exchangesof AMID Common Units. A unitholder considering the purchase of additional AMID Common Units or a sale of AMID Common Units purchased in separatetransactions is urged to consult its tax advisor as to the possible consequences of this ruling and application of the Treasury Regulations.

Specific provisions of the Code can affect the taxation of some financial products and securities, including partnership interests, by treating a taxpayer ashaving sold an “appreciated” partnership interest, one in which gain would be recognized if it were sold, assigned or terminated at its fair market value, if thetaxpayer or related persons enter(s) into a short sale, an offsetting notional principal contract or a futures or forward contract, in each case, with respect to thepartnership interest or substantially identical property.

Moreover, if a taxpayer has previously entered into a short sale, an offsetting notional principal contract or a futures or forward contract with respect to thepartnership interest, the taxpayer will be treated as having sold that position if the taxpayer or a related person then acquires the partnership interest or substantiallyidentical property. The Secretary of the Treasury is also authorized to issue regulations that treat a taxpayer that enters into transactions or positions that havesubstantially the same effect as the preceding transactions as having constructively sold the financial position.

AllocationsBetweenTransferorsandTransferees

In general, AMID’s taxable income and losses will be determined annually, will be prorated on a monthly basis and will be subsequently apportioned amongthe unitholders in proportion to the number of units owned by each of them as of the opening of the applicable exchange on the first business day of the month,which is referred to as the “Allocation Date.” However, gain or loss realized on a sale or other disposition of AMID’s assets other than in the ordinary course ofbusiness will be allocated among the unitholders on the Allocation Date in the month in which that gain or loss is recognized. As a result, a unitholder transferringunits may be allocated income, gain, loss and deduction realized after the date of transfer.

The U.S. Treasury Department and the IRS have adopted final Treasury Regulations that allow publicly traded partnerships to use similar monthlysimplifying conventions to allocate tax items among transferor and transferee unitholders. However, these regulations do not specifically authorize all aspects of theproration method AMID adopted. Accordingly, Gibson Dunn is unable to opine on the validity of all aspects of AMID’s method of allocating income, gain, loss,and deductions among transferor and transferee unitholders. If the IRS were to successfully challenge AMID’s proration method, AMID may be required to changethe allocation of items of income, gain, loss, and deduction among its unitholders. AMID is authorized to revise its method of allocation between transferor andtransferee unitholders, as well as unitholders whose interests vary during a taxable year, to conform to these Treasury Regulations.

A unitholder who owns AMID Common Units at any time during a quarter and who disposes of those units prior to the record date set for a cash distributionfor that quarter will be allocated items of AMID’s income, gain, loss and deductions attributable to that quarter but will not be entitled to receive that cashdistribution.

NotificationRequirements

A unitholder who sells any AMID Common Units is generally required to notify AMID in writing of that sale within 30 days after the sale (or, if earlier,January 15 of the year following the sale), unless a broker or nominee will satisfy such requirement. A purchaser of AMID Common Units who purchases AMIDCommon Units from another unitholder is also generally required to notify AMID in writing of that purchase within 30 days after the purchase. Upon receivingsuch notifications, AMID is required to notify the IRS of that transaction and to furnish specified information to the transferor and transferee. Failure to notifyAMID of a sale of AMID

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Common Units, in some cases, may lead to the imposition of penalties. However, these reporting requirements do not apply to a sale by an individual who is acitizen of the United States and who effects the sale or exchange through a broker who will satisfy such requirements.

Uniformity of Common Units

Because AMID cannot match transferors and transferees of AMID Common Units and for other reasons, AMID must maintain uniformity of the economicand tax characteristics of the AMID Common Units to a purchaser of these units. In the absence of uniformity, AMID may be unable to completely comply with anumber of U.S. federal income tax requirements, both statutory and regulatory. Any non-uniformity could have a negative impact on the value of the AMIDCommon Units. Please read “ —TaxConsequencesofCommonUnitOwnership—Section754Election.”

AMID’s partnership agreement permits AMID GP to take positions in filing AMID’s tax returns that preserve the uniformity of the AMID Common Unitseven under circumstances like those described above. These positions may include reducing for some unitholders the depreciation, amortization or loss deductionsto which they would otherwise be entitled or reporting a slower amortization of Section 743(b) adjustments for some unitholders than that to which they wouldotherwise be entitled. Gibson Dunn is unable to opine as to validity of such filing positions. A unitholder’s basis in AMID Common Units is reduced by its share ofAMID’s deductions (whether or not such deductions were claimed on an individual income tax return) so that any position that AMID takes that understatesdeductions will overstate the unitholder’s basis in its AMID Common Units, and may cause the unitholder to understate gain or overstate loss on any sale of suchunits. Please read “ —DispositionofCommonUnits—RecognitionofGainorLoss” and “ —TaxConsequencesofCommonUnitOwnership—Section754Election.” The IRS may challenge one or more of any positions AMID takes to preserve the uniformity of AMID Common Units. If such a challenge were sustained, theuniformity of AMID Common Units might be affected, and, under some circumstances, the gain from the sale of AMID Common Units might be increased withoutthe benefit of additional deductions.

Tax-Exempt Organizations and Other Investors

Ownership of AMID Common Units by employee benefit plans, other tax-exempt organizations, non-resident aliens, non-U.S. corporations and othernon-U.S. persons raises issues unique to those investors and, as described below to a limited extent, may have substantially adverse tax consequences to them. Ifyou are a tax-exempt entity or a non-U.S. person, you should consult your tax advisor before investing in AMID Common Units. Employee benefit plans and otherorganizations exempt from U.S. federal income tax, including individual retirement accounts and other retirement plans, are subject to U.S. federal income tax onunrelated business taxable income. Virtually all of AMID’s income, less certain allowable deductions, allocated to a unitholder that is a tax-exempt organizationwill be unrelated business taxable income and will be taxable to it.

Non-resident aliens and foreign corporations, trusts or estates that own AMID Common Units will be considered to be engaged in business in the UnitedStates because of the ownership of units. As a consequence, they will be required to file U.S. federal tax returns to report their share of AMID’s income, gain, lossor deduction and pay U.S. federal income tax at regular rates on their share of AMID’s net income or gain. Moreover, under rules applicable to publicly tradedpartnerships, AMID will withhold tax at the highest applicable effective tax rate, from cash distributions made to non-U.S. unitholders. Each non-U.S. unitholdermust obtain a taxpayer identification number from the IRS and submit that number to AMID’s transfer agent on a Form W-8BEN or W-8BEN-E, or applicablesubstitute form, in order to obtain credit for these withholding taxes. AMID will also withhold tax on U.S. source income recognized by non-U.S. unitholders that isnot effectively connected with AMID’s U.S. trade or business, unless non-U.S. unitholders qualify for certain treaty benefits or an exception provided in the Code.Certain exceptions may require non-U.S. unitholders to provide certain information to AMID and to the IRS. A change in applicable law may require AMID tochange these procedures. In addition, because a non-U.S. corporation that owns AMID Common Units will be treated as engaged in a U.S.

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trade or business, that corporation may be subject to the U.S. branch profits tax at a rate of 30%, in addition to regular U.S. federal income tax, on its share ofAMID’s earnings and profits, as adjusted for changes in the non-U.S. corporation’s “U.S. net equity,” that is effectively connected with the conduct of a U.S. tradeor business. That tax may be reduced or eliminated by an income tax treaty between the United States and the country in which the non-U.S. corporate unitholder isa “qualified resident.” In addition, this type of unitholder is subject to special information reporting requirements under Section 6038C of the Code.

A non-U.S. unitholder who sells or otherwise disposes of an AMID Common Unit will be subject to U.S. federal income tax on gain realized from the sale ordisposition of that unit to the extent the gain is effectively connected with a U.S. trade or business of the non-U.S. unitholder. While a 2017 decision by the UnitedStates Tax Court held that gain from the sale of a partnership interest is not, solely as a result of the U.S. trade or business activities of the partnership, treated aseffectively connected with a U.S. trade or business of a non-U.S. partner, the Tax Cuts and Jobs Act effectively overturns this decision for dispositions occurringafter November 27, 2017. The new law also imposes a 10% withholding tax on the amount realized on the disposition of a partnership interest by a non-U.S.partner if any gain on the transfer of such interest would be treated as giving rise to effectively connected income. Such withholding tax obligation is currentlysuspended in the case of a disposition of certain publicly traded partnership interests until further guidance is provided. Moreover, under the Foreign Investment inReal Property Tax Act, a non-U.S. unitholder (other than certain “qualified foreign pension funds” (or an entity all of the interests of which are held by such aqualified foreign pension fund), which generally are entities or arrangements that are established and regulated by non-U.S. law to provide retirement or otherpension benefits to employees, do not have a single participant or beneficiary that is entitled to more than 5% of the assets or income of the entity or arrangementand are subject to certain preferential tax treatment under the laws of the applicable country) generally will be subject to U.S. federal income tax upon the sale ordisposition of an AMID Common Unit if (i) the unitholder owned (directly or constructively applying certain attribution rules) more than 5% of the AMIDCommon Units at any time during the five-year period ending on the date of such disposition and (ii) 50% or more of the fair market value of all of AMID’s assetsconsisted of U.S. real property interests at any time during the shorter of the period during which such unitholder held the AMID Common Units or the five-yearperiod ending on the date of disposition. Currently, AMID believes that more than 50% of its assets consist of U.S. real property interests and AMID does notexpect that to change in the foreseeable future. Therefore, non-U.S. unitholders may be subject to U.S. federal income tax on gain from the sale or disposition oftheir AMID Common Units.

Administrative Matters

InformationReturnsandAuditProcedures

AMID intends to furnish to each unitholder, within 90 days after the close of each calendar year, specific tax information, including a Schedule K-1, whichdescribes its share of AMID’s income, gain, loss and deduction for AMID’s preceding taxable year. In preparing this information, which will not be reviewed bycounsel, AMID will take various accounting and reporting positions, some of which have been mentioned earlier, to determine each unitholder’s share of income,gain, loss and deduction. AMID cannot assure you that those positions will yield a result that conforms to the requirements of the Code, Treasury Regulations oradministrative interpretations of the IRS. Neither AMID nor Gibson Dunn can assure prospective unitholders that the IRS will not successfully contend in courtthat those positions are impermissible. Any challenge by the IRS could negatively affect the value of the AMID Common Units.

The IRS may audit AMID’s U.S. federal income tax information returns. Adjustments resulting from an IRS audit may require each unitholder to adjust aprior year’s tax liability, and possibly may result in an audit of its return. Any audit of a unitholder’s return could result in adjustments not related to AMID’sreturns, as well as those related to AMID’s returns.

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A unitholder must file a statement with the IRS identifying the treatment of any item on its U.S. federal income tax return that is not consistent with thetreatment of the item on AMID’s return. Intentional or negligent disregard of this consistency requirement may subject a unitholder to substantial penalties.

Partnerships generally are treated as separate entities for purposes of U.S. federal tax audits, judicial review of administrative adjustments by the IRS and taxsettlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined in a partnership proceeding rather than inseparate proceedings with the partners. The Code requires that one partner be designated as the “Tax Matters Partner” for these purposes. AMID’s partnershipagreement names AMID GP as the Tax Matters Partner.

The Tax Matters Partner has made and will make some elections on AMID’s behalf and on behalf of unitholders. In addition, the Tax Matters Partner canextend the statute of limitations for assessment of tax deficiencies against unitholders for items in AMID’s returns. The Tax Matters Partner may bind a unitholderwith less than a 1% profits interest in AMID to a settlement with the IRS unless that unitholder elects, by filing a statement with the IRS, not to give that authorityto the Tax Matters Partner. The Tax Matters Partner may seek judicial review, by which all the unitholders are bound, of a final partnership administrativeadjustment and, if the Tax Matters Partner fails to seek judicial review, judicial review may be sought by any unitholder having at least a 1% interest in profits orby any group of unitholders having in the aggregate at least a 5% interest in profits. However, only one action for judicial review will go forward, and eachunitholder with an interest in the outcome may participate.

For taxable years beginning after December 31, 2017, if the IRS makes audit adjustments to AMID’s income tax returns, it may assess and collect any taxes(including any applicable penalties and interest) resulting from such audit adjustment directly from AMID. Similarly, for such taxable years, if the IRS makes auditadjustments to income tax returns filed by an entity in which AMID is a member or partner, it may assess and collect any taxes (including penalties and interest)resulting from such audit adjustment directly from such entity. Generally, AMID expects to elect to have AMID GP and unitholders take any such audit adjustmentinto account in accordance with their interests in AMID during the taxable year under audit, but there can be no assurance that such election will be effective in allcircumstances. With respect to audit adjustments as to an entity in which AMID is a member or partner, AMID may not be able to have AMID GP and AMIDCommon Unitholders take such audit adjustment into account. If AMID is unable to have AMID GP and AMID Common Unitholders take such audit adjustmentinto account in accordance with their interests in AMID during the taxable year under audit, AMID’s current unitholders may bear some or all of the tax liabilityresulting from such audit adjustment, even if such unitholders did not own AMID Common Units during the taxable year under audit. If, as a result of any suchaudit adjustment, AMID is required to make payments of taxes, penalties, and interest, AMID’s cash available for distribution to AMID Common Unitholdersmight be substantially reduced.

Additionally, for taxable years beginning after December 13, 2017, the Internal Revenue Code will no longer require that AMID designate a Tax MattersPartner. Instead AMID will be required to designate a partner, or other person, with a substantial presence in the United States as the partnership representative(“Partnership Representative”). The Partnership Representative will have the sole authority to act on AMID’s behalf for purposes of, among other things, U.S.federal income tax audits and judicial review of administrative adjustments by the IRS. If AMID does not make such a designation, the IRS can select any personas the Partnership Representative. AMID currently anticipates that it will designate AMID GP as the Partnership Representative. Further, any actions taken byAMID or by the Partnership Representative on AMID’s behalf with respect to, among other things, U.S. federal income tax audits and judicial review ofadministrative adjustments by the IRS, will be binding on AMID and all of the unitholders.

AdditionalWithholdingRequirements

Under the Foreign Account Tax Compliance Act, the relevant withholding agent may be required to withhold 30% of any interest, dividends and other fixedor determinable annual or periodical gains, profits and

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income from sources within the United States (“FDAP Income”) or gross proceeds from the sale or other disposition of any property of a type which can produceinterest or dividends from sources within the United States (“Gross Proceeds”) paid to (i) a foreign financial institution (for which purposes includes foreignbroker-dealers, clearing organizations, investment companies, hedge funds and certain other investment entities) unless such foreign financial institution agrees toverify, report and disclose its U.S. accountholders and meets certain other specified requirements or (ii) a “non-financial foreign entity” (as specifically defined inthe Code) that is a beneficial owner of the payment unless such entity certifies that it does not have any substantial U.S. owners or provides the name, address andtaxpayer identification number of each substantial U.S. owner and such entity meets certain other specified requirements or otherwise qualifies for an exemptionfrom this withholding. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing theserequirements may be subject to different rules. These rules generally apply to payments of FDAP Income and generally will apply to payments of relevant GrossProceeds that are made after December 31, 2018. Thus, to the extent AMID has FDAP Income, or has Gross Proceeds after that date, that is not treated aseffectively connected with a U.S. trade or business (please read “ —Tax-ExemptOrganizationsandOtherInvestors”), unitholders who are foreign financialinstitutions or certain other non-U.S. entities may be subject to withholding on distributions they receive from AMID, or their distributive share of AMID’s income,pursuant to the rules described above. Prospective unitholders should consult their own tax advisors regarding the potential application of these withholdingprovisions to their investment in AMID Common Units.

NomineeReporting

Persons who hold an interest in AMID as a nominee for another person are required to furnish to AMID:

• the name, address and taxpayer identification number of the beneficial owner and the nominee;

• whether the beneficial owner is:

• a person that is not a U.S. person;

• a government of a non-U.S. jurisdiction, an international organization or any wholly owned agency or instrumentality of either of theforegoing; or

• a tax-exempt entity;

• the amount and description of units held, acquired or transferred for the beneficial owner; and

• specific information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well asthe amount of net proceeds from dispositions.

Brokers and financial institutions are required to furnish additional information, including whether they are U.S. persons and specific information on unitsthey acquire, hold or transfer for their own account. A penalty of $250 per failure, up to a maximum of $3 million per calendar year, is imposed by the Code forfailure to report that information to AMID. The nominee is required to supply the beneficial owner of the units with the information furnished to AMID.

Accuracy-RelatedPenalties

The Code imposes an additional tax equal to 20% of the amount of any portion of an underpayment of tax that is attributable to one or more specified causes,including negligence or disregard of rules or regulations, substantial understatements of income tax and substantial valuation misstatements. The Code does notimpose a penalty, however, for any portion of an underpayment if it is shown that there was a reasonable cause for that portion and that the taxpayer acted in goodfaith regarding that portion.

For individuals, a substantial understatement of income tax in any taxable year exists if the amount of the understatement exceeds the greater of 10% of thetax required to be shown on the return for the taxable year or

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$5,000 ($10,000 for most corporations). The amount of any understatement subject to penalty generally is reduced if any portion is attributable to a positionadopted on the return: (a) for which there is, or was, “substantial authority;” or (b) as to which there is a reasonable basis and the pertinent facts of that position aredisclosed on the return.

If any item of income, gain, loss or deduction included in the distributive shares of unitholders might result in that kind of an “understatement” of income taxfor which no “substantial authority” exists, AMID must adequately disclose the pertinent facts on its return. In addition, AMID will make a reasonable effort tofurnish sufficient information for unitholders to make adequate disclosure on their returns and to take other actions as may be appropriate to permit unitholders toavoid liability for this penalty. More stringent rules apply to “tax shelters,” which AMID does not believe includes AMID, or any of its investments, plans orarrangements.

A substantial valuation misstatement exists if (a) the value of any property, or the adjusted basis of any property, claimed on a tax return is 150% or more ofthe amount determined to be the correct amount of the valuation or adjusted basis, (b) the price for any property or services (or for the use of property) claimed onany such return with respect to any transaction between persons described in Section 482 of the Code is 200% or more (or 50% or less) of the amount determinedunder Section 482 to be the correct amount of such price or (c) the net Code Section 482 transfer price adjustment for the taxable year exceeds the lesser of$5 million or 10% of the taxpayer’s gross receipts. No penalty is imposed unless the portion of the underpayment attributable to a substantial valuationmisstatement exceeds $5,000 ($10,000 for most corporations). If the valuation claimed on a return is 200% or more than the correct valuation or certain otherthresholds are met, the penalty imposed increases to 40%. AMID does not anticipate making any valuation misstatements.

In addition, the 20% accuracy-related penalty also applies to any portion of an underpayment of tax that is attributable to transactions lacking economicsubstance. To the extent that such transactions are not adequately disclosed, the penalty imposed is increased to 40%. Additionally, there is no reasonable causedefense to the imposition of this penalty to such transactions. AMID does not anticipate undertaking any transactions that lack economic substance.

ReportableTransactions

If AMID were to engage in a “reportable transaction,” it (and possibly you and others) would be required to make a detailed disclosure of the transaction tothe IRS. A transaction may be a reportable transaction based upon any of several factors, including the fact that it is a type of tax avoidance transaction publiclyidentified by the IRS as a “listed transaction” or that it produces certain kinds of losses for partnerships, individuals, S corporations, and trusts in excess of$2 million in any single year, or $4 million in any combination of six successive taxable years (beginning with the taxable year in which the transaction are enteredinto). AMID’s participation in a reportable transaction could increase the likelihood that AMID’s U.S. federal income tax information return (and possibly your taxreturn) would be audited by the IRS. Please read “ —InformationReturnsandAuditProcedures.”

Moreover, if AMID were to participate in a reportable transaction with a significant purpose to avoid or evade tax, or in any listed transaction, you may besubject to the following additional consequences:

• accuracy-related penalties with a broader scope, significantly narrower exceptions, and potentially greater amounts than described above at “—Accuracy-RelatedPenalties;”

• for those persons otherwise entitled to deduct interest on U.S. federal tax deficiencies, non-deductibility of interest on any resulting tax liability; and

• in the case of a listed transaction, an extended statute of limitations.

AMID does not expect to engage in any “reportable transactions.”

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State, Local and Non-U.S. Tax Considerations

In addition to U.S. federal income taxes, you likely will be subject to other taxes, such as state, local and non-U.S. income taxes, unincorporated businesstaxes and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which AMID conducts business or owns property or in whichyou are a resident. AMID currently conducts business or owns property in several states, most of which impose personal income taxes on individuals. Most of thesestates also impose an income or other entity-level tax on corporations and other entities. Moreover, AMID may also do business or own property in other states inthe future that impose income or similar taxes on individuals, corporations and other entities. Although an analysis of those various taxes is not presented here, eachprospective unitholder should consider their potential impact on its investment in AMID. A unitholder may be required to file income tax returns and to pay incometaxes in many of these jurisdictions in which AMID conducts business or owns property and may be subject to penalties for failure to comply with thoserequirements. In some jurisdictions, tax losses may not produce a tax benefit in the year incurred and may not be available to offset income in subsequent taxableyears. Some of the jurisdictions may require AMID, or AMID may elect, to withhold a percentage of income from amounts to be distributed to a unitholder who isnot a resident of the jurisdiction. Withholding, the amount of which may be greater or less than a particular unitholder’s income tax liability to the jurisdiction,generally does not relieve a nonresident unitholder from the obligation to file an income tax return. Amounts withheld will be treated as if distributed to unitholdersfor purposes of determining the amounts distributed by AMID. Please read “ —TaxConsequencesofCommonUnitOwnership—Entity-LevelCollections.” Basedon current law and AMID’s estimate of its future operations, AMID GP anticipates that any amounts required to be withheld will not be material.

It is the responsibility of each unitholder to investigate the legal and tax consequences, under the laws of pertinent states, localities and non-U.S.jurisdictions, of its investment in AMID. Accordingly, each prospective unitholder is urged to consult its own tax counsel or other advisor with regard tothose matters. Further, it is the responsibility of each unitholder to file all state, local and non-U.S., as well as U.S. federal tax returns, that may berequired of the unitholder. Gibson Dunn has not rendered an opinion on the state, local or non-U.S. tax consequences of an investment in AMID.

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DESCRIPTION OF AMID COMMON UNITS

The Units

AMID Common Units represent limited partner interests in AMID. The holders of AMID Common Units distributed upon the closing of the Transaction areentitled to participate in partnership distributions with the holders of AMID’s series A preferred units, series C preferred units, series E preferred units (whenissued), and incentive distribution rights, and are entitled to exercise the rights and privileges available to limited partners under the AMID Partnership Agreementthat will be adopted in connection with the closing of the Transaction. For a description of the relative rights and preferences of holders of AMID Common Units,series A preferred units, series C preferred units, series E preferred units and incentive distribution rights in and to partnership distributions as provided for in theAMID Partnership Agreement, see this section and “ TheAMIDPartnershipAgreement” and “ ProvisionsoftheAMIDPartnershipAgreementRelatingtoCashDistributions.” For a description of the rights and privileges of limited partners under the AMID Partnership Agreement, including voting rights, see “ TheAMIDPartnershipAgreement.” AMID urges you to read the form of AMID Partnership Agreement filed as an exhibit to the registration statement of which this proxystatement/prospectus forms a part, because the AMID Partnership Agreement, and not this description, will govern AMID Common Units upon the closing of theTransaction.

Number of AMID Common Units

As of January 31, 2018, 52,714,198 AMID Common Units were outstanding, of which 38,398,620 were held by the public. As of January 31, 2018,12,628,100 AMID Common Units were held by ArcLight Capital, 1,349,609 AMID Common Units were held by AMID GP and 1.28% general partner interests inAMID were held by AMID GP and its affiliates. AMID has also issued warrants to purchase additional AMID Common Units in connection with its issuance ofseries C preferred units. For a description of the warrant, see “ ProvisionsoftheAMIDPartnershipAgreementRelatingtoCashDistributions.”

Where Common Units are Traded

AMID Common Units are listed on the NYSE under the symbol “AMID.” The AMID Common Units received by SXE Unitholders in the Merger will alsobe listed on the NYSE.

Transfer Agent and Registrar

Duties

EQ Shareowner Services as sucessor in interest to Wells Fargo serves as the registrar and transfer agent for the AMID Common Units. AMID will pay allfees charged by the transfer agent for transfers of AMID Common Units except the following that must be paid by AMID Common Unitholders:

• surety bond premiums to replace lost or stolen certificates, or to cover taxes and other governmental charges in connection therewith;

• special charges for services requested by a holder of an AMID Common Unit; and

• other similar fees or charges.

There will be no charge to AMID Common Unitholders for disbursements of AMID cash distributions. AMID will indemnify the transfer agent, its agentsand each of their respective stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for itsactivities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.

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ResignationorRemoval

The transfer agent may resign, by notice to AMID, or be removed by AMID. The resignation or removal of the transfer agent will become effective uponAMID’s appointment of a successor transfer agent and registrar and its acceptance of the appointment. If no successor has been appointed and has accepted theappointment within 30 days after notice of the resignation or removal, AMID GP may act as the transfer agent and registrar until a successor is appointed.

Transfer of AMID Common Units

By transfer of AMID Common Units in accordance with the AMID Partnership Agreement, each transferee of AMID Common Units shall be admitted as alimited partner with respect to the AMID Common Units transferred when such transfer and admission are reflected in AMID’s books and records. Each transferee:

• automatically agrees to be bound by the terms and conditions of, and is deemed to have executed, the AMID Partnership Agreement;

• represents that the transferee has the power, authority and capacity to enter into the AMID Partnership Agreement; and

• makes the consents, waivers and acknowledgments contained in the AMID Partnership Agreement.

AMID may, at its discretion, treat the nominee holder of an AMID Common Unit as the absolute owner. In that case, the beneficial holder’s rights arelimited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder.

AMID Common Units are securities and are transferable according to the laws governing the transfer of securities. In addition to other rights acquired upontransfer, the transferor gives the transferee the right to become a substituted limited partner in AMID’s partnership for the transferred AMID Common Units.

Until an AMID Common Unit has been transferred on AMID’s books, AMID and the transfer agent may treat the record holder of the AMID Common Unitsas the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations.

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PROVISIONS OF THE AMID PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS

The following is a summary of the relative rights and preferences of holders of AMID Common Units, series A preferred units, series C preferred units,series E preferred units, and incentive distribution rights in and to partnership distributions as provided for in the AMID Partnership Agreement. The AMIDPartnership Agreement is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part. AMID will provide investors with acopy of the AMID Partnership Agreement upon request at no charge.

Distributions of Available Cash

General

The AMID Partnership Agreement requires that, within 45 days after the end of each quarter, AMID distributes all of its available cash to its unitholders ofrecord on the applicable record date. After payment of series A quarterly distributions (as defined below), series C quarterly distributions (as defined below) andseries E quarterly distributions (as defined below), any series A arrearage (as defined below), series C arrearage (as defined below) and series E arrearage (asdefined below) and any interest thereon (“series A interest,” “series C interest” and “series E interest,” respectively), the AMID Common Units will have the rightto receive distributions of available cash from operating surplus each quarter in an amount equal to $0.4125 per unit, which amount is defined in the AMIDPartnership Agreement as the minimum quarterly distribution, plus any arrearages in the payment of the minimum quarterly distribution on the AMID CommonUnits from prior quarters (as described below), before any distributions of available cash from operating surplus may be made in respect of AMID’s incentivedistribution rights (the “incentive distribution rights”). Each distribution payable in respect of the series A preferred units (as described below) will be a number ofseries A PIK preferred units but may, at AMID’s election, be paid in cash or in a combination of series A PIK preferred units and cash as further described in theAMID Partnership Agreement. Until the series C coupon conversion quarter, each distribution payable in respect of the first $50 million of series C preferred units(as described below) will be a number of series C PIK preferred units but may, at AMID’s election, be paid in cash or in a combination of series C PIK preferredunits and cash as further described in the AMID Partnership Agreement. Until the series E coupon conversion quarter, each distribution payable in respect of theseries E preferred units (as described below) will be a number of series E PIK preferred units but may, at AMID’s election, be paid in cash or in a combination ofseries E PIK preferred units and cash as further described in the AMID Partnership Agreement.

DefinitionofAvailableCash

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

• less the amount of cash reserves established by AMID GP at the date of determination of available cash for that quarter to:

• provide for the proper conduct of AMID’s business (including reserves for AMID’s future capital expenditures, anticipated future credit needs

and refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing related to FERC rate proceedings or rateproceedings under applicable law subsequent to that quarter);

• comply with applicable law, any of AMID’s debt instruments or other agreements; or

• provide funds for distributions to AMID Unitholders and to AMID GP for any one or more of the next four quarters (provided that AMID GPmay not establish cash reserves for AMID Common Units unless it determines that the establishment of reserves will not prevent AMID fromdistributing the minimum quarterly distribution on all AMID Common Units and any cumulative arrearages on such AMID Common Units forthe current quarter and the next four quarters);

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• plus, if AMID GP so determines, all or any portion of the cash on hand on the date of determination of available cash for the quarter resultingfrom working capital borrowings made subsequent to the end of such quarter.

The purpose and effect of the last bullet point above is to allow AMID GP, if it so decides, to use cash from working capital borrowings made after the endof the quarter but on or before the date of determination of available cash for that quarter to pay distributions to AMID Unitholders. Under the AMID PartnershipAgreement, working capital borrowings are generally borrowings that are made under a credit facility, commercial paper facility or similar financing arrangement,and in all cases are used solely for working capital purposes or to pay distributions to partners, and with the intent of the borrower to repay such borrowings within12 months with funds other than from additional working capital borrowings. The proceeds of working capital borrowings increase operating surplus andrepayments of working capital borrowings are generally operating expenditures (as described below) and thus reduce operating surplus. However, if workingcapital borrowings, which increase operating surplus, are not repaid during the 12-month period following the borrowing, such borrowing will be deemed repaid atthe end of such period, thus decreasing operating surplus at such time. When such working capital borrowings are in fact repaid, they will not be treated as a furtherreduction in operating surplus because operating surplus will have been previously reduced by the deemed repayment.

MinimumQuarterlyDistribution

The minimum quarterly distribution, as defined in the AMID Partnership Agreement, is $0.4125 per AMID Common Unit per quarter, or $1.65 on anannualized basis. AMID paid a quarterly distribution on November 14, 2017 in respect of the quarter ended September 30, 2017 of $0.4125 per AMID CommonUnits, or $1.65 per AMID Common Unit on an annualized basis after payment of the series A quarterly distribution and series C quarterly distribution, any series Aarrearage or series C arrearage and any series A interest or series C interest, the establishment of cash reserves and the payment of costs and expenses, includingreimbursements of expenses to AMID GP. However, there is no guarantee that AMID will pay the minimum quarterly distribution or any distribution on AMID’sunits in any quarter. Even if AMID’s cash distribution policy is not modified or revoked, the amount of distributions paid under AMID’s policy and the decision tomake any distribution is determined by and subject to change by AMID GP, taking into consideration the terms of the AMID Partnership Agreement.

If, in any quarter, AMID distributes less than the minimum quarterly distribution on each common unit, then each common unit will accrue arrearages. Theamount of arrearage accrued with respect to each common unit is equal to (a) the sum of the deficit between the quarterly distribution paid and the minimumquarterly distribution on all common units issued in AMID’s initial public offering (b) divided by the number of common units outstanding as of the end of suchquarter. Because AMID has more common units outstanding than were issued in the initial public offering, the arrearage, if any, accrued on each common unit willbe less than the deficit between the quarterly distribution paid on such common unit and the minimum quarterly distribution.

Operating Surplus and Capital Surplus

General

All cash distributed to AMID Unitholders is characterized as either being paid from “operating surplus” or “capital surplus.” The AMID PartnershipAgreement treats distributions of available cash from operating surplus differently than distributions of available cash from capital surplus.

OperatingSurplus

The AMID Partnership Agreement defines operating surplus as:

• $11.5 million (as described below); plus

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

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

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

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

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

• the amount of cash reserves established by AMID GP to provide funds for future operating expenditures; less

• all working capital borrowings not repaid within 12 months after having been incurred, or repaid within such 12-month period with the proceeds ofadditional working capital borrowings; less

• any cash loss realized on disposition of an investment capital expenditure.

As described above, operating surplus does not reflect actual cash on hand that is available for distribution to AMID Unitholders and is not limited to cashgenerated by operations. For example, it includes a provision that will enable AMID, if it chooses, to distribute as operating surplus up to $11.5 million of cashAMID receives from non-operating sources such as asset sales, issuances of securities and long-term borrowings that would otherwise be distributed as capitalsurplus.

The AMID Partnership Agreement defines interim capital transactions as (i) borrowings, refinancings or refundings of indebtedness (other than workingcapital borrowings and items purchased on open account or for a deferred purchase price in the ordinary course of business) and sales of debt securities, (ii) sales ofequity securities, (iii) sales or other dispositions of assets, other than sales or other dispositions of inventory, accounts receivable and other assets in the ordinarycourse of business and sales or other dispositions of assets as part of normal asset retirements or replacements, (iv) the termination of commodity hedge contracts orinterest rate hedge contracts prior to the termination date specified therein (provided that cash receipts from any such termination will be included in operatingsurplus in equal quarterly installments over the remaining scheduled life of the contract), (v) capital contributions received (other than capital contributionsreceived pursuant to the Distribution Support and Expense Reimbursement Agreement among AMID, AMID GP and Magnolia Holdings dated October 23, 2016 orin connection with the reimbursement of expenses or integration costs relating to AMID’s acquisition of JP Energy Partners LP), and (vi) corporate reorganizationsor restructurings.

The AMID Partnership Agreement defines operating expenditures as all of AMID’s cash expenditures, including, but not limited to, taxes, reimbursementsof expenses of AMID GP and its affiliates, interest payments, payments made in the ordinary course of business under interest rate hedge contracts and commodityhedge contracts (provided that payments made in connection with the termination of any interest rate hedge contract or commodity hedge contract prior to theexpiration of its stipulated settlement or termination date will be included in operating expenditures in equal quarterly installments over the remaining scheduledlife of such interest rate hedge contract or commodity hedge contract), estimated maintenance capital expenditures (as

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discussed in further detail below), director and officer compensation, repayment of working capital borrowings and non-pro rata repurchases of AMID’s CommonUnits, series A preferred units, and series C preferred units; provided, however, that operating expenditures will not include:

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

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

• expansion capital expenditures;

• actual maintenance capital expenditures;

• investment capital expenditures;

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

• distributions to AMID’s partners;

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

• any other payments made in connection with AMID’s initial public offering that are described in “ UseofProceeds.”

CapitalSurplus

Capital surplus is defined in the AMID Partnership Agreement as any distribution of available cash in excess of AMID’s cumulative operating surplus.Accordingly, except as described above, capital surplus would generally be generated by:

• borrowings other than working capital borrowings;

• sales of AMID’s equity and debt securities; and

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

CharacterizationofCashDistributions

The AMID Partnership Agreement requires that AMID treats all available cash distributed as coming from operating surplus until the sum of all availablecash distributed since the closing of AMID’s initial public offering equals the aggregate operating surplus from the closing of AMID’s initial public offeringthrough the end of the quarter immediately preceding that distribution. The AMID Partnership Agreement requires that AMID treats any amount distributed inexcess of operating surplus, regardless of its source, as capital surplus. AMID does not anticipate that it will make any distributions from capital surplus.

Capital Expenditures

Maintenance capital expenditures are cash expenditures (including expenditures for the addition or improvement to, or the replacement of, AMID’s capitalassets, for the acquisition of existing, or the construction or development of new, capital assets or for any integrity management program) made to maintainAMID’s long-term operating income or operating capacity. AMID expects that a primary component of maintenance capital expenditures will include expendituresfor routine equipment and pipeline maintenance or replacement due to obsolescence. Maintenance capital expenditures will also include interest (and related fees)on debt incurred and distributions on equity issued (including incremental distributions on incentive distribution rights) to finance all

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or any portion of the construction or development of a replacement asset that is paid in respect of the period that begins when AMID enters into a bindingobligation to commence constructing or developing a replacement asset and ending on the earlier to occur of the date that any such replacement asset commencescommercial service and the date that it is abandoned or disposed of.

Because AMID’s maintenance capital expenditures can be irregular, the amount of AMID’s actual maintenance capital expenditures may differ substantiallyfrom period to period, which could cause similar fluctuations in the amounts of operating surplus, adjusted operating surplus and cash available for distribution toAMID Unitholders if AMID subtracted actual maintenance capital expenditures from operating surplus.

The AMID Partnership Agreement requires that an estimate of the average quarterly maintenance capital expenditures be subtracted from operating surpluseach quarter as opposed to the actual amounts spent. The amount of estimated maintenance capital expenditures deducted from operating surplus for those periodswill be determined by the AMID GP Board at least once a year, subject to the concurrence of the Conflicts Committee of the AMID GP Board (the “AMIDConflicts Committee”). The estimate will be made annually and whenever an event occurs that is likely to result in a material adjustment to the amount of AMID’smaintenance capital expenditures on a long-term basis. For purposes of calculating operating surplus, any adjustment to this estimate will be prospective only.

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

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

• it will increase AMID’s ability to distribute as operating surplus cash AMID receives from non-operating sources; and

• it will be more difficult for AMID to raise its distribution above the minimum quarterly distribution and pay incentive distributions on the incentivedistribution rights held by AMID GP.

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

Expansion capital expenditures are cash expenditures incurred for acquisitions or capital improvements that AMID expects will increase AMID’s operatingincome or operating capacity over the long term. Expansion capital expenditures include interest payments (and related fees) on debt incurred and distributions onequity issued to finance the construction, acquisition or development of an improvement to AMID’s capital assets and paid in respect of the period beginning on thedate that AMID enters into a binding obligation to commence construction, acquisition or development of the capital improvement and ending on the earlier tooccur of the date that such capital improvement commences commercial service and the date that such capital improvement is abandoned or disposed of. Examplesof expansion capital expenditures include the acquisition of equipment, or the construction, development or acquisition of additional pipeline or treating capacity ornew compression capacity.

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

Investment capital expenditures are those capital expenditures that are neither maintenance capital expenditures nor expansion capital expenditures.Investment capital expenditures largely will consist of capital expenditures made for investment purposes. Examples of investment capital expenditures includetraditional

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capital expenditures for investment purposes, such as purchases of securities, as well as other capital expenditures that might be made in lieu of such traditionalinvestment capital expenditures, such as the acquisition of a capital asset for investment purposes or development of facilities that are in excess of the maintenanceof AMID’s existing operating capacity or operating income, but that are not expected to expand, for more than the short term, AMID’s operating capacity oroperating income.

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

• operating surplus generated with respect to that period (excluding any amounts attributable to the item described in the first bullet point under “ —OperatingSurplusandCapitalSurplus—OperatingSurplus” above); less

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

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

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

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

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

Removal of General Partner

If the AMID Unitholders remove AMID GP other than for cause and no units held by AMID GP and its affiliates are voted in favor of such removal:

• any existing arrearages in payment of the minimum quarterly distribution on the AMID Common Units will be extinguished; and

• AMID GP will have the right to convert its general partner interest and its incentive distribution rights into AMID Common Units or to receive cash inexchange for those interests.

Series A Preferred Units

Distributions

AMID has outstanding series A preferred units, which include both series A-1 and series A-2 preferred units. The series A-1 preferred units were issued inApril of 2013, while the series A-2 preferred units were issued in March of 2015. The series A-1 preferred units and series A-2 preferred units are referred tocollectively as the “series A preferred units.” Series A preferred units have the right to receive cumulative distributions, in the same priority as distributions to theseries C preferred units and series E preferred units (as described below), and prior to any other distributions made in respect of any other partnership interests (the“series A quarterly distribution”) in the amounts described herein. The series A quarterly distribution on each outstanding series A preferred unit was paid as anumber of series A PIK preferred units (as defined below) equal to the series A PIK payment amount (as defined below) through the quarter ended March 31, 2014.With respect to all quarters beginning after March 31, 2014 through and including the quarter ended December 31, 2016, the series A quarterly distribution on eachoutstanding series A preferred unit will be paid as a number of series A PIK preferred units equal to the series A second PIK payment amount (as defined below).In AMID GP’s discretion, the series A quarterly distribution may instead be paid as (x) an amount in cash up to the greater of (a) $0.50 and

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(b) the series A distribution amount (as defined below), and (y) a number of series A PIK preferred units equal to (a) the remainder of (i) the greater of (I) $0.50and (II) the series A distribution amount less (ii) the amount of cash paid pursuant to clause (x), divided by (b) the series A adjusted issue price (as defined below).For the quarter ended March 31, 2017 and thereafter, the series A quarterly distribution on each outstanding series A preferred unit will be paid as a number ofseries A PIK preferred units equal to the series A third PIK payment amount (as defined below). However, in AMID GP’s discretion, which determination shall bemade prior to the record date for the relevant quarter, the series A preferred quarterly distribution may be paid as (x) an amount in cash up to the greater of (1)$0.4125 and (2) the series A distribution amount, and (y) a number of series A PIK preferred units equal to the quotient of (a) the remainder of (i) the greater of (I)$0.4125 and (II) the series A distribution amount less (ii) the amount of cash paid pursuant to clause (x), divided by (b) the series A adjusted issue price. If all orany portion of a series A quarterly distribution is to be paid in cash, then the aggregate amount of such cash to be so distributed in respect of the series A preferredunits outstanding shall be paid out of available cash in the same priority as any cash distributions made to the series C preferred unitholders and series E preferredunitholders, which will be made prior to making any distribution to AMID GP, or AMID Common Unit unitholders. To the extent that any portion of a series Aquarterly distribution, series C quarterly distribution and series E quarterly distribution with respect to any quarter to be paid in cash with respect to any quarterexceeds the amount of available cash for such quarter, an amount of cash equal to the available cash for such quarter will be paid to the series A preferredunitholders, series C preferred unitholders and series E preferred unitholders, pro rata, and the balance of such series A quarterly distribution shall be unpaid andshall constitute an arrearage (the “series A arrearage”) and accrue interest until paid in a future quarter.

The AMID Partnership Agreement defines series A PIK preferred units as additional series A preferred units issued in kind as a distribution to holders ofseries A preferred units.

The AMID Partnership Agreement defines the series A PIK payment amount as a number of series A PIK preferred units equal to (i) the greater of (x) $0.25and (y) the series A distribution amount less $0.25 divided by (ii) the series A issue price, as it may be adjusted from time to time pursuant to the AMIDPartnership Agreement. AMID defines the series A second PIK payment amount as a number of series A PIK preferred units equal to (i) the greater of (x) $0.50and (y) the series A distribution amount divided by (ii) the series A issue price, as it may be adjusted from time to time pursuant to the AMID PartnershipAgreement. AMID defines the series A third PIK payment amount as the number of series A PIK preferred units equal to the quotient of (i) the greater of (a)$0.4125 and (b) the series A distribution amount divided by (ii) the series A adjusted issue price.

The AMID Partnership defines series A distribution amount with respect to any particular quarter as the cash distribution amount for such quarter that eachseries A preferred unit would have received on an as-converted basis if it had been converted immediately prior to the beginning of the quarter in respect of whichsuch distributions are being paid into the number of AMID Common Units into which such series A preferred unit is convertible pursuant to Section 5.12(b)(viii) ofthe AMID Partnership Agreement.

AMID defines series A adjusted issue price as an amount equal to (i) $17.50 per series A preferred unit, divided by (ii) the series A conversion rate, which iscurrently 1.1490.

Series C Preferred Units

Distributions

AMID has outstanding series C preferred units. The series C preferred units were issued on April 25, 2016. Series C preferred units have the right to receivecumulative distributions in the same priority as distributions to the series A preferred units and series E preferred units and prior to any other distributions made inrespect of any other partnership interests (the “series C quarterly distribution”) in the amounts described herein. Through and including the quarter endingimmediately prior to the series C coupon conversion quarter (as defined below) (such series C quarterly distribution, the “series C pre-conversion distribution”), theseries C quarterly

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distribution on each outstanding series C preferred unit will be a number of series C PIK preferred units (as defined below) equal to the series C PIK paymentamount (as defined below). In AMID GP’s discretion, the series C pre-conversion distribution with respect to the $50M of Series C Preferred Units (as definedbelow) may instead be paid as (x) an amount in cash up to the series C distribution rate (as defined below) and (y) a number of series C PIK preferred units equal to(a) the remainder of (i) the series C distribution rate less (ii) the amount of cash paid pursuant to clause (x), divided by (b) the series C adjusted issue price (asdefined below). In AMID GP’s discretion, the series C pre-conversion distribution with respect to the remaining series C preferred units (that is, other than the$50M of Series C Preferred Units) may be paid as (x) an amount in cash up to the greater of (a) $0.4125 and (b) the series C subsequent distribution rate (as definedbelow), and (y) a number of series C PIK preferred units equal to (a) the remainder of (i) the greater of (I) $0.4125 and (II) the series C subsequent distribution rateless (ii) the amount of cash paid pursuant to clause (x), divided by (b) the series C adjusted issue price (as defined below). With respect to the series C couponconversion quarter and all quarters thereafter, the series C quarterly distributions will be paid entirely in cash at the series C distribution rate (as defined below). Ifall or any portion of a series C quarterly distribution is to be paid in cash, then the aggregate amount of such cash to be distributed in respect of the series Cpreferred units outstanding will be paid out of available cash in the same priority as any cash distributions made to the series A preferred unitholders, which will bemade prior to any distributions to AMID GP or AMID Common Unitholders. To the extent that any portion of a series A quarterly distribution, series C quarterlydistribution and series E quarterly distribution paid in cash with regard to any quarter exceeds the amount of available cash for such quarter, an amount of cashequal to the available cash for such quarter will be paid to the series A preferred unitholders, series C preferred unitholders and series E preferred unitholders, prorata, and the balance of such series C quarterly distribution will be unpaid and will become an arrearage (the “series C arrearage”) and accrue interest until paid in afuture quarter.

“$50M of Series C Preferred Units” means the series C preferred units representing underlying AMID Common Units having a value of $50 million basedupon the closing price of AMID Common Units on the trading date immediately preceding the applicable record date for such conversion.

The “series C coupon conversion quarter” is the earlier of (1) the quarter beginning July 1, 2020 and (2) the date on which AMID Common Units are issuedin respect of a conversion of the series C preferred units, which occurs at the election of the holders.

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

“Series C PIK payment amount” is the number of series C PIK preferred units equal to (i) the series C distribution rate divided by (ii) the series C adjustedissue price.

“Series C distribution amount” with respect to any particular quarter is the cash distribution amount for such quarter that each series C preferred unit wouldhave received on an as-converted basis if it had been converted to AMID Common Units immediately prior to the beginning of such quarter into which such seriesC preferred unit is convertible pursuant to Section 5.14(b)(viii) of the AMID Partnership Agreement.

“Series C adjusted issue price” is an amount equal to (i) $14.00 per series C preferred unit, divided by (ii) the series C conversion rate, which is currently1:1.0456.

“Series C distribution rate” is the amount per quarter per series C preferred unit payable in arrears equal to the series C distribution amount.

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

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Warrant

In connection with the issuance of the series C preferred units, on April 25, 2016, AMID issued a warrant to Magnolia Holdings to purchase up to 800,000AMID Common Units at an exercise price of $7.25 per AMID Common Unit (the “series C warrant”). The series C warrant is subject to standard anti-dilutionadjustments and is exercisable for a period of seven years from the date of issuance. In the event that AMID issues, sells or grants any AMID Common Units orconvertible securities at an indicative per AMID Common Unit price that is less than $14.00 per AMID Common Unit (subject to customary anti-dilutionadjustments), the number of AMID Common Units that may be purchased pursuant to the exercise of the series C warrant will be adjusted by an amount, roundedto the nearest whole AMID Common Unit, equal to the product obtained by the following calculation: (i) 400,000 multiplied by (ii) (A) $14.00 multiplied by thenumber of series C preferred units then outstanding less $45.0 million divided by (B) $14.00 multiplied by the number of series C preferred units issued, less$45.0 million.

Each issuance of any series C PIK preferred units will increase the number of AMID Common Units that can be purchased upon exercise of the series Cwarrant by an amount, rounded to the nearest whole AMID Common Unit, equal to the product obtained by the following calculation: (i) the total number of AMIDCommon Units into which each series C warrant may be exercised immediately prior to the most recent issuance of the series C PIK preferred units multiplied by(ii) (A) the total number of outstanding series C preferred units immediately after the most recent issuance of series C PIK preferred units divided by (B) the totalnumber of outstanding series C preferred units immediately prior to the most recent issuance of series C PIK preferred units.

Series E Preferred Units

Distributions

4.5 million series E preferred units will be issued at the closing of the Transaction. Series E preferred units have the right to receive cumulative distributionsin the same priority as distributions to the series A preferred units and series C preferred units and prior to any other distributions made in respect of any otherpartnership interests (the “series E quarterly distribution”) in the amounts described herein. Through and including the quarter ending immediately prior to theseries E coupon conversion quarter (as defined below) (such series E quarterly distribution, the “series E pre-conversion distribution”), the series E quarterlydistribution on each outstanding series E preferred unit will be a number of series E PIK preferred units (as defined below) equal to the series E PIK paymentamount (as defined below). In AMID GP’s discretion, the series E pre-conversion distribution may instead be paid as (x) an amount in cash up to the series Edistribution amount (as defined below), and (y) a number of series E PIK preferred units equal to (a) the remainder of (i) the series E distribution amount less(ii) the amount of cash paid pursuant to clause (x), divided by (b) the series E adjusted issue price (as defined below). With respect to the series E couponconversion quarter and all quarters thereafter, the series E quarterly distributions will be paid entirely in cash at the applicable series E distribution rate (as definedbelow). If all or any portion of a series E quarterly distribution is to be paid in cash, then the aggregate amount of such cash to be distributed in respect of the seriesE preferred units outstanding will be paid out of available cash in the same priority as any cash distributions made to the series A preferred unitholders and theseries C preferred unitholders, which will be made prior to any distributions to AMID GP or AMID Common Unitholders. To the extent that any portion of a seriesA quarterly distribution, series C quarterly distribution and series E quarterly distribution paid in cash with regard to any quarter exceeds the amount of availablecash for such quarter, an amount of cash equal to the available cash for such quarter will be paid to the series A preferred unitholders, series C preferred unitholdersand series E preferred unitholders, pro rata, and the balance of such series E quarterly distribution will be unpaid and will become an arrearage (the “series Earrearage”) and accrue interest until paid in a future quarter.

The “series E coupon conversion quarter” is the earlier of (1) the quarter beginning January 1, 2020 and (2) the date on which AMID Common Units areissued in respect of a conversion of the series E preferred units, which occurs at the election of the holders.

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

“Series E PIK payment amount” is the number of series E PIK preferred units equal to (i) the series E distribution rate divided by (ii) the series E adjustedissue price.

“Series E distribution amount” with respect to any particular quarter is the cash distribution amount for such quarter that each series E preferred unit wouldhave received on an as-converted basis if it had been converted to AMID Common Units immediately prior to the beginning of such quarter into which such seriesE preferred unit is convertible pursuant to Section 5.16(b)(viii) of the AMID Partnership Agreement.

“Series E adjusted issue price” is an amount equal to (i) $15.00 per series E preferred unit, divided by (ii) the series C conversion rate, which is currently 1:1.

“Series E distribution rate” is the amount per quarter per series E preferred unit payable in arrears equal to the series E distribution amount.

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

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

• first, 98.72% to the AMID Common Unit unitholders, pro rata, and 1.28% to AMID GP, until AMID distributes for each outstanding AMID CommonUnit an amount equal to the minimum quarterly distribution for that quarter;

• second, 98.72% to the AMID Common Unit unitholders, pro rata, and 1.28% to AMID GP, until AMID distributes for each outstanding AMID

Common Unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the AMID Common Units for any priorquarters; and

• thereafter, in the manner described in “— GeneralPartnerInterestandIncentiveDistributionRights” below.

The preceding discussion is based on the assumptions that AMID GP maintains its 1.28% general partner interest, that AMID does not issue additionalclasses of equity securities, and that AMID does not pay distributions in respect of the series A preferred units in series A PIK preferred units, in respect of series Cpreferred units in series C PIK preferred units or in respect of series E preferred units in series E PIK preferred units.

General Partner Interest and Incentive Distribution Rights

The AMID Partnership Agreement provides that, after paying the series A quarterly distributions, series C quarterly distributions and series E quarterlydistributions, and any series A arrearage, series C arrearage, series E arrearage, series A interest, series C interest and series E interest, AMID GP initially isentitled, in accordance with its general partner interest, to a percentage of all distributions that AMID makes prior to its liquidation. AMID GP has the right, but notthe obligation, to contribute a proportionate amount of capital to AMID in order to maintain its general partner interest if AMID issues additional units. AMIDGP’s interest, and the percentage of AMID’s cash distributions to which it is entitled from such interest, will be proportionately reduced if AMID issues additionalunits in the future and AMID GP does not contribute a proportionate amount of capital to

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AMID in order to maintain its general partner interest. The AMID Partnership Agreement does not require that AMID GP fund its capital contribution with cash. Itmay instead fund its capital contribution by the contribution to AMID of AMID Common Units or other property. As of January 31, 2018, AMID GP held a 1.28%general partner interest.

Incentive distribution rights represent the right to receive 48.0% of quarterly distributions of available cash from operating surplus after the series A quarterlydistribution, series C quarterly distribution and series E quarterly distribution, and any series A arrearage, series C arrearage, series E arrearage, series A interest,series C interest and series E interest, the minimum quarterly distribution, and any arrearages in payment of the minimum quarterly distribution have beendistributed. AMID GP holds 100% of AMID’s incentive distribution rights.

The following discussion assumes that AMID GP maintains its 1.28% general partner interest and that there are no arrearages on AMID Common Units.

• AMID has distributed available cash from operating surplus on outstanding series A preferred units, series C preferred units and series E preferredunits in an amount equal to the series A quarterly distribution, series C quarterly distribution and series E quarterly distribution;

• AMID has distributed available cash from operating surplus on outstanding series A preferred units, series C preferred units and series E preferred

units in an amount necessary to eliminate any series A arrearage, series C arrearage, Series E arrearage, and series A interest, series C interest andseries E interest;

• AMID has distributed available cash from operating surplus to the AMID Common Unit unitholders pro rata, until the AMID Common Units havereceived an amount equal to the minimum quarterly distribution; and

• AMID has distributed available cash from operating surplus on outstanding AMID Common Units pro rata, until the AMID Common Units havereceived an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, AMID will distribute any additional available cash from operating surplus for that quarter among the AMID Unitholders and AMID GP in thefollowing manner:

• 50.72% to the AMID Common Unit unitholders, pro rata, 1.28% to AMID GP, and 48.0% to AMID GP as the holder of AMID’s incentive distributionrights.

The preceding discussion is based on the assumption that AMID GP maintains its 1.28% general partner interest, that AMID does not issue additional classesof equity securities, and that AMID does not pay distributions in respect of the series A preferred units in series A PIK preferred units, in respect of the series Cpreferred units in series C PIK preferred units or in respect of the series E preferred units in series E PIK preferred units.

Distributions from Capital Surplus

HowDistributionsfromCapitalSurplusWillBeMade

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

• first, to the holders of series A preferred units, series C preferred units and series E preferred units, the series A quarterly distribution, series C

quarterly distribution and series E quarterly distribution, any series A arrearage, series C arrearage, series E arrearage, series A interest, series Cinterest and series E interest;

• second, 98.72% to all unitholders, pro rata, and 1.28% to AMID GP, until the minimum quarterly distribution has been reduced to zero, under a

formula based on the ratio of the distribution to the fair market value of the AMID Common Units immediately prior to the announcement of thedistribution;

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• third, 98.72% to the AMID Common Unit unitholders, pro rata, and 1.28% to AMID GP, until AMID distributes for each outstanding AMID Common

Unit, an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the AMIDCommon Units; and

• thereafter, as if they were from operating surplus.

The preceding discussion is based on the assumptions that AMID GP maintains its 1.28% general partner interest, that AMID does not issue additionalclasses of equity securities and that AMID does not pay distributions in respect of the series A preferred units in series A PIK preferred units, in respect of theseries C preferred units in series C PIK preferred units or in respect of the series E preferred units in series E PIK preferred units.

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

Adjustment to the Minimum Quarterly Distribution

In addition to adjusting the minimum quarterly distribution to reflect a distribution of capital surplus, if AMID combines its units into fewer units orsubdivide its units into a greater number of units, AMID is required to proportionately adjust the minimum quarterly distribution and the number of general partnerunits comprising the general partner interest.

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

In addition, if legislation is enacted or if existing law is modified or interpreted by a governmental authority so that AMID becomes taxable as a corporationor otherwise subject to taxation as an entity for federal, state or local income tax purposes, the AMID Partnership Agreement specifies that the minimum quarterlydistribution for each quarter may be reduced by multiplying the applicable minimum quarterly distribution by a fraction, the numerator of which is available cashfor that quarter and the denominator of which is the sum of available cash for that quarter plus AMID GP’s estimate of AMID’s aggregate liability for the quarterfor such income taxes payable by reason of such legislation or interpretation. To the extent that the actual tax liability differs from the estimated tax liability for anyquarter, the difference will be accounted for in subsequent quarters.

Distributions of Cash Upon Liquidation

General

If AMID dissolves in accordance with the AMID Partnership Agreement, AMID will sell or otherwise dispose of its assets in a process called liquidation.AMID will first apply the proceeds of liquidation to the payment of its creditors. Next, AMID will distribute proceeds to the holder of series A preferred units,series C preferred units and series E preferred units, prior and in preference to any distribution of assets to AMID GP, AMID Common Unit unitholders, thepositive value in such series A preferred unitholder’s, series C unitholder’s and series E unitholder’s capital account in respect of its series A preferred units, seriesC preferred units or series E preferred units, as applicable. AMID will distribute any remaining proceeds to the AMID Common Unit unitholders and AMID GP, inaccordance with their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of its assets in liquidation.

MannerofAdjustmentsforGain

The manner of the adjustment for gain is set forth in the AMID Partnership Agreement. AMID will generally allocate any gain to its partners in the followingmanner:

• first, to AMID GP to the extent of the negative balance in its capital account, if any;

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• second, to the holders of series A preferred units, series C preferred units and series E preferred units, pro rata, until the capital account in respect ofeach outstanding series A preferred unit, series C preferred unit and series E preferred unit is equal to the series A liquidation value of such series Apreferred unit, the series C liquidation value of such series C preferred unit and the series E liquidation value of such series E preferred unit,respectively, as defined in the AMID Partnership Agreement;

• third, 98.72% to the AMID Common Unit unitholders, pro rata, and 1.28% to AMID GP, until the capital account for each AMID Common Unit isequal to the sum of: (1) the unrecovered initial unit price (i.e., the initial public offering price less any distributions of capital surplus per unit); (2) theamount of the minimum quarterly distribution for the quarter during which the AMID liquidation occurs with respect to such AMID Common Unit forsuch quarter; and (3) any unpaid arrearages in payment of the minimum quarterly distribution; and

• thereafter, 50.72% to all unitholders (including holders of series A preferred units, series C preferred units and series E preferred units), pro rata,1.28% to AMID GP and 48.0% to the holders of AMID’s incentive distribution rights.

The percentages set forth above are based on the assumption that AMID GP maintains its 1.28% general partner interest, AMID GP has not transferred itsincentive distribution rights, that AMID does not issue additional classes of equity securities, and that AMID does not pay distributions in respect of the series Apreferred units in series A PIK preferred units, in respect of the series C preferred units in series C PIK preferred units, or in respect of the series E preferred unitsin series E PIK preferred units.

MannerofAdjustmentsforLosses

AMID will generally allocate any loss to AMID GP and unitholders in the following manner:

• first, 98.72% to the holders of AMID Common Units in proportion to the positive balances in their capital accounts and 1.28% to AMID GP, until thecapital accounts of the AMID Common Unit unitholders have been reduced to zero;

• second, 98.72% to all unitholders (including holders of series A preferred units, series C preferred units and series E preferred units), pro rata, and

1.28% to AMID GP, provided that such loss shall not be allocated in this manner to the extent such allocation would cause any unitholder to have adeficit balance in its adjusted capital account;

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

• thereafter, 100.0% to AMID GP.

AdjustmentstoCapitalAccounts

The AMID Partnership Agreement requires that AMID makes adjustments to capital accounts upon the issuance of additional units. In this regard, the AMIDPartnership Agreement specifies that AMID allocates any unrealized and, for tax purposes, unrecognized gain resulting from the adjustments to the AMIDUnitholders and AMID GP in the same manner as AMID allocates gain upon liquidation. In the event that AMID makes positive adjustments to the capitalaccounts upon the issuance of additional units, the AMID Partnership Agreement requires that AMID generally allocates any later negative adjustments to thecapital accounts resulting from the issuance of additional units or upon the AMID liquidation in a manner which results, to the extent possible, in the partners’capital account balances equaling the amount which they would have been if no earlier positive adjustments to the capital accounts had been made. In contrast tothe allocations of gain, and except as provided above, AMID generally will allocate any unrealized and unrecognized loss resulting from the adjustments to capitalaccounts upon the issuance of additional units to the AMID Unitholders and AMID GP based on their respective percentage ownership of AMID.

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THE AMID PARTNERSHIP AGREEMENT

The following is a summary of the material provisions of the AMID Partnership Agreement. The AMID Partnership Agreement is filed as an exhibit to theregistration statement of which this proxy statement/prospectus forms a part. AMID will provide investors with a copy of the AMID Partnership Agreement uponrequest at no charge.

The following provisions of the AMID Partnership Agreement are summarized elsewhere in this proxy statement/prospectus:

• with regard to distributions of available cash, please read “ ProvisionsoftheAMIDPartnershipAgreementRelatingtoCashDistributions;”

• with regard to the transfer of AMID Common Units, please read “ DescriptionofAMIDCommonUnits—TransferofAMIDCommonUnits;” and

• with regard to allocations of taxable income and taxable loss, please read “ MaterialU.S.FederalIncomeTaxConsequencesofAMIDCommonUnitOwnership.”

Organization and Duration

AMID was organized in August 2009 and has a perpetual existence.

Purpose

AMID’s purpose under the AMID Partnership Agreement is limited to any business activities that are approved by AMID GP and in any event that lawfullymay be conducted by a limited partnership organized under Delaware law; provided that AMID GP may not cause AMID to engage, directly or indirectly, in anybusiness activity that AMID GP determines would cause AMID to be treated as an association taxable as a corporation or otherwise taxable as an entity for federalincome tax purposes.

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

Cash Distributions

The AMID Partnership Agreement specifies the manner in which AMID will make cash distributions to holders of AMID Common Units, series A preferredunits, series C preferred units, series E preferred units, incentive distribution rights and other partnership securities as well as to AMID GP in respect of its generalpartner interest and incentive distribution rights. For a description of these cash distribution provisions, please read “ ProvisionsoftheAMIDPartnershipAgreementRelatingtoCashDistributions.”

Capital Contributions

Unitholders are not obligated to make additional capital contributions, except as described below under “— LimitedLiability.”

For a discussion of AMID GP’s right to contribute capital to maintain its 1.28% general partner interest if AMID issues additional units, please read “—IssuanceofAdditionalSecurities.”

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Voting Rights

The following is a summary of the unitholder vote required for approval of the matters specified below. Matters that require the approval of a “unit majority”require the approval of a majority of the outstanding AMID Common Units and, to the extent there are any outstanding, the series A preferred units, series Cpreferred units and series E preferred units, voting together with the AMID Common Units as a single class on an “as if” converted basis. Except as provided in theAMID Partnership Agreement, the outstanding series A preferred units, series C preferred units and series E preferred units will have voting rights identical to thevoting rights of the AMID Common Units and will vote with the AMID Common Units as a single class, so that each outstanding series A preferred unit, series Cpreferred unit and series E preferred unit will be entitled to one vote for each AMID Common Unit into which such series A preferred unit, series C preferred unitor series E preferred unit is then convertible on each matter with respect to which each AMID Common Unit is entitled to vote. In addition, (i) the affirmative voteof a majority of the outstanding series A preferred units, voting separately as a class on a basis of one vote per series A preferred unit, will be necessary to approveany matter, or to take any action (including entry into a merger, consolidation or business combination), that adversely affects any of the rights, preferences andprivileges of the series A preferred units or amends or modifies any terms of the series A preferred units, subject to certain limitations and exceptions as set forth inthe AMID Partnership Agreement, (ii) the affirmative vote of a majority of the outstanding series C preferred units, voting separately as a class on a basis of onevote per series C preferred unit, will be necessary to approve any matter, or to take any action (including entry into a merger, consolidation or businesscombination), that adversely affects any of the rights, preferences and privileges of the series C preferred units or amends or modifies any terms of the series Cpreferred units, subject to certain limitations and exceptions as set forth in the AMID Partnership Agreement and (iii) the affirmative vote of a majority of theoutstanding series E preferred units, voting separately as a class on a basis of one vote per series E preferred unit, will be necessary to approve any matter, or totake any action (including entry into a merger, consolidation or business combination), that adversely affects any of the rights, preferences and privileges of theseries E preferred units or amends or modifies any terms of the series E preferred units, subject to certain limitations and exceptions as set forth in the AMIDPartnership Agreement.

In voting their AMID Common Units, series A preferred units, series C preferred units and series E preferred units, AMID GP and its affiliates will have nofiduciary duty or obligation whatsoever to AMID or its limited partners, including any duty to act in good faith or in the best interests of AMID and its limitedpartners. Issuance of additional units No approval required at any time.

Amendment of the AMID PartnershipAgreement

Certain amendments may be made by AMID GP without the approval of the unitholders. Other amendmentsgenerally require the approval of a unit majority. Please read “ —AmendmentoftheAMIDPartnershipAgreement.”

Merger of the partnership or the sale of all orsubstantially all of AMID’s assets

Unit majority in certain circumstances. Please read “— Merger,SaleorOtherDispositionofAssets.”

Dissolution of the partnership Unit majority. Please read “— TerminationandDissolution.”

Continuation of AMID’s business upondissolution

Unit majority. Please read “— TerminationandDissolution.”

Withdrawal of AMID GP

Under most circumstances, the approval of a majority of the AMID Common Units, excluding AMID CommonUnits held by AMID GP and its affiliates, is required for the withdrawal of AMID GP prior to June 30, 2021 in amanner that would cause a dissolution of the partnership. Please read “ —WithdrawalorRemovalofAMIDGP.”

Removal of AMID GP

Not less than 66 2/3% of the outstanding units, voting as a single class, including units held by AMID GP and itsaffiliates, and prior to

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August 9, 2018, so long as the holders of incentive distribution rights as of the date of the AMID PartnershipAgreement, together with their affiliates, continue to own a majority of the incentive distribution rights, theholders of a majority of the incentive distribution rights. Please read “— WithdrawalorRemovalofAMIDGP.”

Transfer of AMID GP interest

AMID GP may transfer all, but not less than all, of its general partner interest in AMID without a vote of AMIDUnitholders to an affiliate or another person in connection with its merger, consolidation or conversion with orinto, or sale of all or substantially all of its assets to, such person. The approval of a majority of the outstandingAMID Common Units, series A preferred units, series C preferred units and series E preferred units, excludingAMID Common Units, series A preferred units, series C preferred units and series E preferred units, held byAMID GP and its affiliates, is required in other circumstances for a transfer of the general partner interest to athird party prior to June 30, 2020. Please read “— TransferofGeneralPartnerInterest.”

Transfer of incentive distribution rights No approval required at any time. Please read “— TransferofUnitsandIncentiveDistributionRights.”

Transfer of ownership interests in AMID GP No approval required at any time. Please read “— TransferofOwnershipInterestsinAMIDGP.”

Limited Liability

Assuming that a limited partner does not participate in the control of AMID’s business within the meaning of the Delaware LP Act and that it otherwise actsin conformity with the provisions of the AMID Partnership Agreement, its liability under the Delaware LP Act will be limited, subject to possible exceptions, to theamount of capital it is obligated to contribute to AMID for its AMID Common Units plus its share of any undistributed profits and assets. If it were determined,however, that the right of, or exercise of the right by, the limited partners as a group:

• to remove or replace AMID GP;

• to approve certain amendments to the AMID Partnership Agreement; or

• to take other action under the AMID Partnership Agreement;

constituted “participation in the control” of AMID’s business for the purposes of the Delaware LP Act, then the limited partners could be held personally liable forAMID’s obligations under the laws of Delaware, to the same extent as AMID GP. This liability would extend to persons who transact business with AMID whoreasonably believe that a limited partner is a general partner. Neither the AMID Partnership Agreement nor the Delaware LP Act specifically provides for legalrecourse against AMID GP if a limited partner were to lose limited liability through any fault of AMID GP. While this does not mean that a limited partner couldnot seek legal recourse, AMID does not know of any precedent for such a claim in Delaware case law.

Under the Delaware LP Act, a limited partnership may not make a distribution to a partner if, after the distribution, all liabilities of the limited partnership,other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of thepartnership, would exceed the fair value of the assets of the limited partnership. For the purpose of determining the fair value of the assets of a limited partnership,the Delaware LP Act provides that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of thelimited partnership only to the extent that the fair value of that property exceeds the nonrecourse liability. Under the Delaware LP Act, upon the winding up of alimited partnership, assets are distributed first to creditors in respect

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of the liabilities of the limited partnership (other than liabilities for which reasonable provision has been made by the partnership and liabilities for distributions topartners and former partners), and second (unless the AMID Partnership Agreement provides otherwise) to partners and former partners in satisfaction of liabilitiesfor distributions under the Delaware Act, and finally (unless the AMID Partnership Agreement provides otherwise) to partners, first for the return of theircontributions and second respecting their partnership interests, in the proportions in which the partners share distributions. The Delaware LP Act provides that alimited partner who receives a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware LP Act including, but notlimited to, a distribution paid in connection with a winding up of the AMID partnership in violation of the Delaware LP Act, shall be liable to the limitedpartnership for the amount of the distribution for three years. Under the Delaware LP Act, a substituted limited partner of a limited partnership is liable for theobligations of its assignor to make contributions to the partnership, except that such person is not obligated for liabilities unknown to it at the time it became alimited partner and that could not be ascertained from the AMID Partnership Agreement.

AMID’s subsidiaries conduct business primarily in multiple U.S. states and AMID may have subsidiaries that conduct business in other states in the future.Maintenance of AMID’s limited liability as a member of its operating company may require compliance with legal requirements in the jurisdictions in whichAMID’s operating company conducts business, including qualifying its subsidiaries to do business there.

Limitations on the liability of members or limited partners for the obligations of a limited liability company or limited partnership have not been clearlyestablished in many jurisdictions. If, by virtue of AMID’s ownership interest in its operating company or otherwise, it were determined that AMID was conductingbusiness in any state without compliance with the applicable limited partnership or limited liability company statute, or that the right or exercise of the right by thelimited partners as a group to remove or replace AMID GP, to approve some amendments to the AMID Partnership Agreement, or to take other action under theAMID Partnership Agreement constituted “participation in the control” of AMID’s business for purposes of the statutes of any relevant jurisdiction, then thelimited partners could be held personally liable for AMID’s obligations under the law of that jurisdiction to the same extent as AMID GP under the circumstances.AMID will operate in a manner that AMID GP considers reasonable and necessary or appropriate to preserve the limited liability of the limited partners.

Issuance of Additional Securities

The AMID Partnership Agreement authorizes AMID to issue an unlimited number of additional partnership securities for the consideration and on the termsand conditions determined by AMID GP without the approval of the limited partners; provided, however, that AMID may not issue additional series A preferredunits, series C preferred units, series E preferred units or any securities that have substantially the same or superior rights and obligations as the series A preferredunits, series C preferred units or series E preferred units without the affirmative vote of a majority of the series A preferred units, series C preferred units and seriesE preferred units, each voting separately as a class on one vote per series A preferred unit basis, one vote per series C preferred unit basis and one vote per series Epreferred unit basis.

It is possible that AMID will fund acquisitions through the issuance of additional AMID Common Units, subordinated units or other partnership securities.Holders of any additional AMID Common Units AMID issues will be entitled to share equally with the then-existing holders of AMID Common Units in AMID’sdistributions of available cash. In addition, the issuance of additional AMID Common Units or other partnership securities may dilute the value of the interests ofthe then-existing holders of AMID Common Units in AMID’s net assets.

In accordance with Delaware law and the provisions of the AMID Partnership Agreement, AMID may also issue additional subordinated units or otherpartnership securities that, as determined by AMID GP, may have rights to distributions or special voting rights to which the AMID Common Units are not entitled.In addition, the AMID Partnership Agreement does not prohibit AMID’s subsidiaries from issuing equity securities, which may effectively rank senior to theAMID Common Units.

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Upon issuance of additional partnership securities, AMID GP will be entitled, but not required, to make additional capital contributions to the extentnecessary to maintain its 1.28% general partner interest in AMID. AMID GP’s 1.28% interest in AMID will be reduced if AMID issues additional units in thefuture and AMID GP does not contribute a proportionate amount of capital to AMID to maintain its 1.28% general partner interest. Moreover, AMID GP will havethe right, which it may from time to time assign in whole or in part to any of its affiliates, to purchase AMID Common Units, subordinated units or otherpartnership securities whenever, and on the same terms that, AMID issues those securities to persons other than AMID GP and its affiliates, to the extent necessaryto maintain the percentage interest of the general partner and its affiliates, including such interest represented by common and subordinated units, that existedimmediately prior to each issuance. The holders of AMID Common Units will not have preemptive rights under the AMID Partnership Agreement to acquireadditional AMID Common Units or other partnership securities.

Limited Preemptive Rights

If AMID issues to the Class A Member (as defined in the Amended GP LLC Agreement) or its affiliates limited partner interests of the same class held by aClass D Member (as defined in the Amended GP LLC Agreement), which is Holdings, (other than issuances of PIK preferred units issuances of limited partnerinterests purchased by the general partner to maintain its percentage interest), Holdings has the right to purchase limited partner interests of such class from AMIDup to the amount necessary to maintain its aggregate percentage interest equal to that which existed immediately prior to the issuance of such limited partnerinterests on the same terms provided to the Class A Member or its affiliates.

If AMID issues limited partner interests (other than (i) issuances of PIK preferred units or conversion units, (ii) issuances of limited partner interestspurchased by the general partner to maintain its percentage interest as described above, (iii) issuances to finance a capital improvement or the replacement of acapital asset, or (iv) issuances to all holders of common units on a pro rata basis) to Magnolia Holdings and the Magnolia LPs, or any of their respective affiliates,Holdings has the right to purchase such limited partner interests from AMID up to the amount necessary to maintain its percentage interest equal to that whichexisted immediately prior to the issuance of such limited partner interests on the same terms provided to Magnolia Holdings and the Magnolia LPs or any of theirrespective affiliates.

Amendment of the AMID Partnership Agreement

General

Amendments to the AMID Partnership Agreement may be proposed only by AMID GP. However, AMID GP will have no duty or obligation to propose anyamendment and may decline to do so free of any fiduciary duty or obligation whatsoever to AMID or the limited partners, including any duty to act in good faith orin the best interests of AMID or the limited partners. In order to adopt a proposed amendment, other than the amendments discussed below, AMID GP must seekwritten approval of the holders of the number of units required to approve the amendment or call a meeting of the limited partners to consider and vote upon theproposed amendment. Except as described below, an amendment requiring unitholder approval must be approved by a unit majority. In addition, any amendmentthat (i) adversely affects any of the rights, preferences and privileges of the series A preferred units, or amends or modifies any of the terms of the series Apreferred units, must be approved by the affirmative vote of a majority of the series A preferred units, voting separately as a class based on one vote per series Apreferred unit, (ii) adversely affects any of the rights, preferences and privileges of the series C preferred units, or amends or modifies any of the terms of the seriesC preferred units, must be approved by the affirmative vote of a majority of the series C preferred units, voting separately as a class based on one vote per series Cpreferred unit or (iii) adversely affects any of the rights, preferences and privileges of the series E preferred units, or amends or modifies any of the terms of theseries E preferred units, must be approved by the affirmative vote of a majority of the series E preferred units, voting separately as a class based on one vote perseries E preferred unit.

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ProhibitedAmendments

No amendment may be made that would:

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

• enlarge the obligations of, restrict in any way any action by or rights of or reduce in any way the amounts distributable, reimbursable or otherwisepayable by AMID to AMID GP or any of its affiliates without the consent of AMID GP, which consent may be given or withheld at its option.

The provision of the AMID Partnership Agreement preventing the amendments having the effects described in the clauses above can be amended upon theapproval of the holders of at least 90.0% of the outstanding units, voting as a single class (including units owned by AMID GP and its affiliates). As of January 31,2018, affiliates of AMID GP owned approximately 48.6% of the outstanding AMID Common Units, series A preferred units, and series C preferred units on anas-converted to AMID Common Units basis.

NoUnitholderApproval

AMID GP may generally make amendments to the AMID Partnership Agreement without the approval of any limited partner to reflect:

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

• the admission, substitution, withdrawal or removal of partners in accordance with the AMID Partnership Agreement;

• a change that AMID GP determines to be necessary or appropriate for AMID to qualify or to continue AMID’s qualification as a limited partnership or

a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither AMID, its operating company, norits subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;

• a change in AMID’s fiscal year or taxable period and related changes;

• an amendment that is necessary, in the opinion of AMID’s counsel, to prevent AMID or AMID GP or its directors, officers, agents or trustees from inany manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940 or “plan asset”regulations adopted under the Employee Retirement Income Security Act of 1974, or ERISA, whether or not substantially similar to plan assetregulations currently applied or proposed;

• any amendment expressly permitted in the AMID Partnership Agreement to be made by AMID GP acting alone;

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

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

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

In addition, AMID GP may make amendments to the AMID Partnership Agreement without the approval of any limited partner if AMID GP determines thatthose amendments:

• are necessary or appropriate for the formation by AMID of, or AMID’s investment in, any corporation, partnership, joint venture, limited liabilitycompany or other entity, as otherwise permitted by the AMID Partnership Agreement;

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

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

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

• are necessary or appropriate for any action taken by AMID GP relating to splits or combinations of units under the provisions of the AMID PartnershipAgreement; or

• are required to effect the intent expressed in AMID’s initial public offering prospectus or the intent of the provisions of the AMID PartnershipAgreement or are otherwise contemplated by the AMID Partnership Agreement.

OpinionofCounselandLimitedPartnerApproval

AMID GP will not be required to obtain an opinion of counsel that an amendment will not result in a loss of limited liability to the limited partners or resultin AMID being treated as an entity for federal income tax purposes in connection with any of the amendments described above under “—No Unitholder Approval.”No other amendments to the AMID Partnership Agreement will become effective without the approval of holders of at least 90.0% of the outstanding units votingas a single class unless AMID first obtains an opinion of counsel to the effect that the amendment will not affect the limited liability under applicable law of any ofthe limited partners.

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

Merger, Sale or Other Disposition of Assets

A merger, consolidation or conversion of AMID requires the prior consent of AMID GP. However, AMID GP will have no duty or obligation to consent toany merger, consolidation or conversion and may decline to do so free of any fiduciary duty or obligation whatsoever to AMID or the limited partners, includingany duty to act in good faith or in the best interest of AMID or its limited partners.

In addition, the AMID Partnership Agreement generally prohibits AMID GP, without the prior approvals of both (i) the holders of a unit majority, (ii) amajority of the series A preferred units, voting separately as a class on one vote per series A preferred unit basis, (iii) a majority of the series C preferred units,voting separately as a class on one vote per series C preferred unit basis and (iv) a majority of the series E preferred units, voting separately as a class on one voteper series E preferred unit basis, from causing AMID to, among other things, sell, exchange or otherwise dispose of all or substantially all of AMID’s and itssubsidiaries’ assets in a single transaction or a series of related transactions, including by way of merger, consolidation, other combination or sale of ownershipinterests of AMID’s subsidiaries.

AMID GP may, however, convert or merge the partnership into a new limited liability entity without the prior approval of AMID Unitholders if the solepurpose of such merger or conversion is to effect a change in legal form of the partnership, AMID GP has received an opinion of counsel regarding limited liabilityand tax matters, and the general partner determines that the governing instruments of the new entity provide the limited partners and the general partner withsubstantially the same rights and obligations as the AMID Partnership

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Agreement. Additionally, AMID GP may consummate any merger or consolidation without the prior approval of AMID Unitholders if AMID is the survivingentity in the transaction, AMID GP has received an opinion of counsel regarding limited liability and tax matters, the transaction would not result in a materialamendment to the AMID Partnership Agreement (other than an amendment that the general partner could adopt without the consent of the limited partners), eachAMID unit will be an identical unit of the partnership following the transaction and the partnership securities to be issued do not exceed 20.0% of AMID’soutstanding partnership securities immediately prior to the transaction. AMID GP may also mortgage, pledge, hypothecate, or grant a security interest in all orsubstantially all of AMID’s and its subsidiaries’ assets without the approval of the unitholders. AMID GP may also sell all or substantially all of AMID’s and itssubsidiaries’ assets under a foreclosure or other realization upon those encumbrances without the approval of the unitholders.

AMID Unitholders are not entitled to dissenters’ rights of appraisal under the AMID Partnership Agreement or applicable Delaware law in the event of amerger, consolidation or conversion, a sale of substantially all of AMID’s assets or any other similar transaction or event.

Termination and Dissolution

AMID will continue as a limited partnership until dissolved under the AMID Partnership Agreement. AMID will dissolve upon:

• the withdrawal or removal of AMID GP or any other event that results in its ceasing to be AMID GP other than by reason of a transfer of its general

partner interest in accordance with the AMID Partnership Agreement or withdrawal or removal following the approval and admission of a successorgeneral partner;

• the election of AMID GP to dissolve AMID, if approved by the holders of units representing a unit majority;

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

• there being no limited partners, unless AMID is continued without dissolution in accordance with the Delaware LP Act.

Upon a dissolution under the first clause above, the holders of a unit majority may also elect, within specific time limitations, to continue AMID’s businesson the same terms and conditions described in the AMID Partnership Agreement and appoint as a successor general partner an entity approved by the holders ofunits representing a unit majority, subject to AMID’s receipt of an opinion of counsel to the effect that:

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

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

Liquidation and Distribution of Proceeds

Upon AMID’s dissolution, unless AMID is continued as a limited partnership, the liquidator authorized to wind up AMID’s affairs will, acting with all of thepowers of AMID GP that are necessary or appropriate, liquidate AMID’s assets and apply the proceeds of the liquidation as described in “ ProvisionsofTheAMIDPartnershipAgreementRelatingtoCashDistributions—DistributionsofCashUponLiquidation.” The liquidator may defer liquidation or distribution of AMID’sassets for a reasonable period of time if it determines that an immediate sale or distribution would be impractical or would cause undue loss to AMID’s partners.The liquidator may distribute AMID’s assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the partners.

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Withdrawal or Removal of AMID GP

Except as described below, AMID GP has agreed not to withdraw voluntarily as AMID GP prior to June 30, 2021 without obtaining the approval of theholders of at least a majority of the outstanding AMID Common Units, series A preferred units, series C preferred units and series E preferred units voting as asingle class and excluding AMID Common Units, series A preferred units, series C preferred units and series E preferred units held by the general partner and itsaffiliates, and furnishing an opinion of counsel regarding limited liability and tax matters. On or after June 30, 2021, AMID GP may withdraw as general partnerwithout first obtaining approval of any unitholder by giving at least 90 days’ advance notice, and that withdrawal will not constitute a violation of the AMIDPartnership Agreement. Notwithstanding the information above, AMID GP may withdraw without unitholder approval upon 90 days’ notice to the limited partnersif at least 50.0% of the outstanding AMID Common Units are held or controlled by one person and its affiliates, other than AMID GP and its affiliates. In addition,the AMID Partnership Agreement permits AMID GP in some instances to sell or otherwise transfer all of its general partner interest and incentive distributionrights in AMID without the approval of the unitholders. Please read “—Transfer of General Partner Interest.”

In addition, AMID GP will be deemed to have withdrawn upon the occurrence of certain events specified in the AMID Partnership Agreement, including:

• the general partner transfers all of its general partnership interest to another party pursuant to the terms of the AMID Partnership Agreement;

• the general partner makes a general assignment for benefit of creditors, files a voluntary bankruptcy petition, files a petition or answer seeking for

itself a liquidation, dissolution or similar relief under any law or seeks, consents or acquiesces in the appointment of a trustee, receiver or liquidator ofthe general partner or any substantial part of its properties; or

• the general partner is dissolved, terminated, wound-up or otherwise ceases its legal existence.

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

AMID GP may not be removed unless that removal is approved by either (a) the vote of the holders of not less than 66 2/3% of all outstanding units, votingtogether as a single class, including units held by AMID GP and its affiliates, or (b) prior to August 9, 2018, so long as the holders of the incentive distributionrights as of the date of the AMID Partnership Agreement, together with their affiliates, continue to own a majority of the incentive distribution rights, the holders ofa majority of the incentive distribution rights, and AMID receives an opinion of counsel regarding limited liability and tax matters. Any removal of AMID GP isalso subject to the approval of a successor general partner by the vote of (x) the holders of a majority of the outstanding AMID Common Units, series A preferredunits, series C preferred units, and series E preferred units voting as a single class and including units held by AMID GP and its affiliates, and (y) prior to August 9,2018, so long as the holders of the incentive distribution rights as of the date of the AMID Partnership Agreement, together with their affiliates, continue to own amajority of the incentive distribution rights, the holders of a majority of the incentive distribution rights. The ownership of more than 33 2/3% of the outstandingAMID Common Units, series A preferred units, series C preferred units and series E preferred units and a majority of the incentive distribution rights by AMID GPand its affiliates gives them the ability to prevent AMID GP’s removal. As of January 31, 2018 affiliates of AMID GP owned approximately 48.6% of theaggregate outstanding common, series A preferred units, and series C preferred units on an as converted to AMID Common Units basis, and AMID GP and itsaffiliates owns 100% of the outstanding incentive distribution rights.

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The AMID Partnership Agreement also provides that if AMID GP is removed as AMID GP under circumstances where cause does not exist and units heldby AMID GP and its affiliates are not voted in favor of that removal:


• AMID GP will have the right to convert its general partner interest and its incentive distribution rights into AMID Common Units or to receive cash inexchange for those interests based on the fair market value of the interests at the time.

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

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

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

Transfer of General Partner Interest

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

• an affiliate of AMID GP (other than an individual); or

• another entity as part of the merger, consolidation or conversion of AMID GP with or into another entity or the transfer by AMID GP of all orsubstantially all of its assets to another entity,

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

AMID GP and its affiliates may, at any time, transfer AMID Common Units, series A preferred units, series C preferred units and series E preferred units toone or more persons, without unitholder approval.

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Transfer of Ownership Interests in AMID GP

At any time, the owners of AMID GP may sell or transfer all or part of their ownership interests in AMID GP to an affiliate or a third party without theapproval of AMID Unitholders.

Transfer of Units and Incentive Distribution Rights

By transfer of units, incentive distribution rights or other limited partnership interests in accordance with the AMID Partnership Agreement, each transfereeof such a limited partnership interest will be admitted as a limited partner with respect to the limited partnership interest transferred when such transfer andadmission is reflected in AMID’s books and records. Each transferee:

• represents that the transferee has the capacity, power and authority to become bound by the AMID Partnership Agreement;

• automatically becomes bound by the terms and conditions of the AMID Partnership Agreement; and

• gives the consents, waivers and approvals contained in the AMID Partnership Agreement, such as the approval of all transactions and agreementsAMID entered into in connection with its formation and the initial public offering.

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

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

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

Subject to any restrictions on transfer expressly agreed to by AMID GP, Holdings or their affiliates, as applicable, or expressly set forth in the ContributionAgreement or the AMID Partnership Agreement to be adopted upon the closing of the Transaction, AMID GP, Holdings and their affiliates have the right totransfer their AMID Common Units, incentive distribution rights, series A preferred units, series C preferred units or series E preferred units (when issued) at anytime.

Change of Management Provisions

The AMID Partnership Agreement contains specific provisions that are intended to discourage a person or group from attempting to remove AMID GP orotherwise change AMID’s management. If any person or group, other than AMID GP and its affiliates, acquires beneficial ownership of 20.0% or more of anyclass of units, that person or group loses voting rights on all of its units. This loss of voting rights does not apply to any person or group that acquires the unitsdirectly from AMID GP or its affiliates or any transferee of that person or group that is approved by AMID GP or to any person or group who acquires the unitswith the prior approval of AMID GP Board.

The AMID Partnership Agreement also provides that if AMID GP is removed as the general partner of AMID under circumstances where cause does notexist and units held by AMID GP and its affiliates are not voted in favor of that removal:


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• AMID GP will have the right to convert its general partner interest and its incentive distribution rights into AMID Common Units or to receive cash inexchange for those interests based on the fair market value of the interests at the time.

Limited Call Right

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

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

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

As a result of AMID GP’s right to purchase outstanding limited partner interests, a holder of limited partner interests may have his limited partner interestspurchased at an undesirable time or price. The tax consequences to a unitholder of the exercise of this call right are the same as a sale by that unitholder of hisAMID Common Units in the market. Please read “ MaterialU.S.FederalIncomeTaxConsequencesofAMIDCommonUnitOwnership—DispositionofCommonUnits.”

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

The series A preferred units are convertible in whole or in part into AMID Common Units at the holder’s election at any time after January 1, 2014. As ofJanuary 31, 2018 each series A preferred unit is convertible into 1.1490 AMID Common Units. The conversion rate is subject to adjustment as described in theAMID Partnership Agreement to account for additional issuances, distributions, combinations, subdivisions and reclassifications of AMID’s securities.

Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination in which the holders ofAMID Common Units are to receive securities, cash or other assets (a “Partnership Event”), AMID is obligated to make an irrevocable written offer, subject toconsummating such transaction, to each holder of series A preferred units to redeem all (but not less than all) of such holder’s series A preferred units for a priceper series A preferred unit payable in cash equal to the greater of (i) the sum of $17.50 and all accrued and accumulated but unpaid distributions for each series Apreferred unit; and (ii) an amount equal to the product of (A) the number of AMID Common Units into which each series A preferred unit is then convertible, and(B) the sum of the cash consideration per common unit to be paid to the holders of AMID Common Units in connection with the Partnership Event, plus the fairmarket value per common unit of the securities or other assets to be distributed to the holders of the AMID Common Units in connection with the PartnershipEvent. Upon receipt of such a redemption offer from AMID, each holder of series A preferred units may elect to receive such cash amount or a preferred securityissued by the person surviving or resulting from the Partnership Event and containing provisions substantially equivalent to the provisions set forth in the AMIDPartnership Agreement with respect to the series A preferred units without material abridgement.

In the event that AMID issues, sells or grants any AMID Common Units or convertible securities at an indicative per common unit price that is less than$17.50 (subject to customary anti-dilution adjustments, which as of January 31, 2018 has resulted in the series A adjusted issue price being approximately $15.23),then the conversion rate will be adjusted according to a formula.

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AMID has the right (the “series A-2 call right”) to require the series A-2 preferred unitholders to sell, assign and transfer all or a portion of the thenoutstanding series A-2 preferred units to AMID for a purchase price of $17.50 per series A-2 preferred unit (subject to appropriate adjustments). AMID mayexercise the series A-2 call right at any time, in connection with its acquisition of assets or equity from Fund V, or one of its affiliates, for a purchase price inexcess of $100 million. AMID may not exercise the series A-2 call right with respect to any series A-2 preferred units that a series A-2 unitholder has elected toconvert into AMID Common Units on or prior to the date AMID has provided notice of its intent to exercise the series A-2 call right, and may not exercise theseries A-2 call right if doing so would result in a default under any of AMID’s financing agreements or obligations.

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

The series C preferred units are convertible in whole or in part into AMID Common Units at the holder’s election at any time or at AMID’s election at anytime after the second anniversary of the series E optional conversion start date. As of January 31, 2018 each series C preferred unit was convertible into 1.0456AMID Common Unit. The conversion rate is subject to adjustment as described in the AMID Partnership Agreement to account for additional issuances,distributions, combinations, subdivisions and reclassifications of AMID’s securities.

At any time after the series E preferred units become convertible at AMID’s election (as described below), AMID has the option to convert all or any portionof the series C preferred units representing underlying AMID Common Units having a value of $50 million (based upon the closing price of AMID Common Unitson the trading date immediately preceding the record date for such conversion) into a number of common units determined by multiplying the number of series Cpreferred units to be converted by the series C conversion rate, which is currently 1:1.0456.

Prior to the consummation of a Partnership Event, AMID is obligated to make an irrevocable written offer, subject to consummation of such transaction, tothe holders of series C preferred units to redeem all (but not less than all) of the series C preferred units for a price per series C preferred unit payable in cash equalto the greater of (i) the sum of $14.00 and all accrued and accumulated but unpaid distributions for each series C preferred unit; and (ii) an amount equal to theproduct of (A) the number of AMID Common Units into which each series C preferred unit is then convertible, and (B) the sum of the cash consideration perAMID Common Unit to be paid to the holders of AMID Common Units in connection with such transaction, plus the fair market value per common unit of thesecurities or other assets to be distributed to the holders of the AMID Common Units in connection with such transaction. Upon receipt of a redemption offer, eachholder of series C preferred units may elect to receive the cash amount or a preferred security issued by the person surviving or resulting from the Partnership Eventand containing provisions substantially equivalent to the provisions set forth in the AMID Partnership Agreement with respect to the series C preferred unitswithout material abridgement.

In the event that AMID issues, sells, or grants any AMID Common Units or securities convertible into AMID Common Units at an indicative per commonunit price that is less than $14.00 per unit (subject to customary anti-dilution adjustments), then the conversion rate will be adjusted according to a formula toprovide for an increase in the number of AMID Common Units into which series C preferred units are convertible.

No later than 10 days or earlier than 30 days before April 24, 2017, AMID has the right (the “series C call right”) to require the holders of the series Cpreferred units to sell, assign and transfer all or a portion of the then outstanding series C preferred units to AMID for a purchase price of $14.00 per series Cpreferred unit (subject to customary anti-dilution adjustments), plus all accrued but unpaid distributions on each series C preferred unit. AMID may not exercise theseries C call right with respect to any series C preferred unit if the series C unitholder has elected to convert it into AMID Common Units on or prior to the dateAMID has provided notice of its intent to exercise its series C call right, and may not exercise the series C call right if doing so would violate applicable law orresult in a default under any financing agreement or obligation of AMID or its affiliates.

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

The series E preferred units are convertible in whole or in part into AMID Common Units at the holder’s request or at AMID’s election at any time after thesecond anniversary of the series E issuance date. As of January 31, 2018 each series E preferred unit was convertible into one AMID Common Unit. Theconversion rate is subject to adjustment as described in the AMID Partnership Agreement to account for additional issuances, distributions, combinations,subdivisions and reclassifications of AMID’s securities.

Prior to the consummation of a Partnership Event, AMID is obligated to make an irrevocable written offer, subject to consummation of such transaction, tothe holders of series E preferred units to redeem all (but not less than all) of the series E preferred units for a price per series E preferred unit payable in cash equalto the greater of (i) the sum of $15.00 and all accrued and accumulated but unpaid distributions for each series E preferred unit; and (ii) an amount equal to theproduct of (A) the number of AMID Common Units into which each series E preferred unit is then convertible, and (B) the sum of the cash consideration perAMID Common Unit to be paid to the holders of AMID Common Units in connection with such transaction, plus the fair market value per common unit of thesecurities or other assets to be distributed to the holders of the AMID Common Units in connection with such transaction. Upon receipt of a redemption offer, eachholder of series E preferred units may elect to receive the cash amount or a preferred security issued by the person surviving or resulting from the Partnership Eventand containing provisions substantially equivalent to the provisions set forth in the AMID Partnership Agreement with respect to the series E preferred unitswithout material abridgement.

In the event that AMID issues, sells, or grants any AMID Common Units or securities convertible into AMID Common Units at an indicative per commonunit price that is less than $15.00 per unit (subject to customary anti-dilution adjustments), then the conversion rate will be adjusted according to a formula toprovide for an increase in the number of AMID Common Units into which series E preferred units are convertible.

At any time after the fourth anniversary of the series E issuance date, AMID has the right (the “series E call right”) to require the holders of the series Epreferred units to sell, assign and transfer all or a portion of the then outstanding series E preferred units to AMID for a purchase price of (i) $15.00 per series Epreferred unit (subject to customary anti-dilution adjustments), plus (ii) all accrued but unpaid distributions on each series E preferred unit and all accrued andunpaid interest thereon, plus (iii) an amount equal to the product of (A) the amount of distribution declared relating to such series E preferred unit with respect tothe quarter immediately preceding the quarter in which AMID provided notice of its intent to exercise the series E call right times (B) a fraction, of which thenumerator is the number of days from the end of such preceding quarter to and including the date of AMID’s notice of its intent to exercise the series E call rightand the denominator is 91. AMID may not exercise the series E call right with respect to any series E preferred unit if the series E unitholder has elected to convertit into AMID Common Units on or prior to the date AMID has provided notice of its intent to exercise its series E call right, and may not exercise the series E callright if doing so would violate applicable law or result in a default under any financing agreement or obligation of AMID or its affiliates. In the event that AMIDhas provided notice of its intent to exercise its series E call right and, within 20 days, the series E unitholder subsequently delivers an irrevocable notice of its intentto exercise its series E conversion right, then the series E unitholder shall be permitted to convert the number of series E preferred units that are the subject of suchnotice, provided such notice is irrevocable and delivered to AMID within 20 days of AMID’s delivery of its notice to exercise its series E call right.

Meetings; Voting

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

AMID GP does not anticipate that any meeting of unitholders will be called in the foreseeable future. Any action that is required or permitted to be taken bythe unitholders may be taken either at a meeting of the

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unitholders or without a meeting if consents in writing describing the action so taken are signed by holders of the number of units necessary to authorize or takethat action at a meeting. Meetings of the unitholders may be called by AMID GP or by unitholders owning at least 20.0% of the outstanding units of the class forwhich a meeting is proposed. Unitholders may vote either in person or by proxy at meetings. The holders of a majority of the outstanding units of the class orclasses for which a meeting has been called, represented in person or by proxy, will constitute a quorum unless any action by the unitholders requires approval byholders of a greater percentage of the units, in which case the quorum will be the greater percentage.

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

Any notice, demand, request, report or proxy material required or permitted to be given or made to record holders of AMID Common Units under the AMIDPartnership Agreement will be delivered to the record holder by AMID or by the transfer agent.

Status as Limited Partner

By transfer of AMID Common Units in accordance with the AMID Partnership Agreement, each transferee of AMID Common Units will be admitted as alimited partner with respect to the AMID Common Units transferred when such transfer and admission are reflected in AMID’s books and records. Except asdescribed above under “—Limited Liability,” the AMID Common Units will be fully paid, and unitholders will not be required to make additional contributions.

Non-Citizen Assignees; Non-Taxpaying Assignees; Redemption

To avoid any adverse effect on the maximum applicable rates chargeable to customers by AMID under Federal Energy Regulatory Commission regulations,or in order to reverse an adverse determination that has occurred regarding such maximum applicable rate, the AMID Partnership Agreement provides AMID GPthe power to amend the agreement. If AMID GP, with the advice of counsel, determines that AMID’s not being treated as an association taxable as a corporation orotherwise taxable as an entity for U.S. federal income tax purposes, coupled with the tax status (or lack of proof thereof) of one or more of the limited partners, has,or is reasonably likely to have, a material adverse effect on the maximum applicable rates chargeable to customers by AMID, then AMID GP may adopt suchamendments to the AMID Partnership Agreement as it determines necessary or advisable to:

• obtain proof of the U.S. federal income tax status of AMID’s member (and their owners, to the extent relevant); and

• permit AMID to redeem the units held by any person whose tax status has or is reasonably likely to have a material adverse effect on the maximumapplicable rates or who fails to comply with the procedures instituted by AMID GP to obtain proof of the U.S. federal income tax status. Theredemption price in the case of such a redemption will be the average of the daily closing prices per unit for the 20 consecutive trading daysimmediately prior to the date set for redemption.

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

Indemnification

Under the AMID Partnership Agreement, AMID will indemnify the following persons, in most circumstances, to the fullest extent permitted by law, fromand against all losses, claims, damages or similar events:

• AMID GP;

• any departing general partner;

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

• any person who is or was a member, manager, partner, director, officer, fiduciary or trustee of the partnership, AMID’s subsidiaries, AMID GP, anydeparting general partner or any of their affiliates;

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

• any person designated by AMID GP.

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

Any indemnification under these provisions will only be out of AMID’s assets. Unless it otherwise agrees, AMID GP will not be personally liable for, orhave any obligation to contribute or loan funds or assets to AMID to enable AMID to effectuate, indemnification. AMID may purchase insurance against liabilitiesasserted against and expenses incurred by persons for AMID’s activities, regardless of whether AMID would have the power to indemnify the person againstliabilities under the AMID Partnership Agreement.

Reimbursement of Expenses

The AMID Partnership Agreement requires AMID to reimburse AMID GP for all direct and indirect expenses it incurs or payments it makes on AMID’sbehalf and all other expenses allocable to AMID or otherwise incurred by AMID GP in connection with operating AMID’s business. These expenses includesalary, bonus, incentive compensation and other amounts paid to persons who perform services for AMID or on its behalf and expenses allocated to AMID GP byits affiliates. AMID GP is entitled to determine in good faith the expenses that are allocable to AMID.

Books and Reports

AMID GP is required to keep or cause to be kept appropriate books and records of AMID’s business at its offices. The books will be maintained for both taxand financial reporting purposes on an accrual basis. For fiscal and tax reporting purposes, AMID uses the calendar year.

AMID will furnish or make available (by posting on AMID’s website or other reasonable means) to record holders of AMID Common Units, within 120days after the close of each fiscal year, an annual report containing

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audited financial statements and a report on those financial statements by AMID’s independent public accountants, including a balance sheet and statements ofoperations, and AMID’s equity and cash flows. Except for AMID’s fourth quarter, AMID will also furnish or make available summary financial information within90 days after the close of each quarter.

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

Right to Inspect AMID’s Books and Records

The AMID Partnership Agreement provides that a limited partner can, for a purpose reasonably related to its interest as a limited partner, upon reasonabledemand and at its own expense, have furnished to him:

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

• copies of the AMID Partnership Agreement, the certificate of limited partnership of the partnership, related amendments, and powers of attorney underwhich they have been executed;

• information regarding the status of AMID’s business and financial condition; and

• any other information regarding AMID’s affairs as is just and reasonable.

AMID GP may, and intends to, keep confidential from the limited partners trade secrets or other information the disclosure of which AMID GP believes ingood faith is not in AMID’s best interests or that AMID is required by law or by agreements with third parties to keep confidential.

Registration Rights

Under the AMID Partnership Agreement, AMID has agreed to register for resale under the Securities Act and applicable state securities laws any AMIDCommon Units, series A preferred units, series C preferred units, series E preferred units, or other partnership securities proposed to be sold by AMID GP or any ofits affiliates other than individuals or their assignees and Holdings or any of its affiliates, if an exemption from the registration requirements is not otherwiseavailable. AMID is not obligated to effect more than six registrations at the request of AMID GP or its affiliates, and AMID is not obligated to effect more than tworegistrations at the request of Holdings or its affiliates. These registration rights continue, following any withdrawal or removal of AMID GP, LLC as the generalpartner of AMID, for two years and for so long thereafter as is required for the holder to sell its partnership securities. AMID is obligated to pay all expensesincidental to the registration at the request of AMID GP, excluding underwriting discounts and commissions. AMID is obligated to pay all expenses incidental tothe registration at the request of Holdings or its affiliates, excluding underwriting discounts and commissions, but only to the extent such request is made within 20days after the issuance of common units pursuant to AMID’s right to exercise its series E conversion right, and all costs and expenses of any other such registrationshall be paid by Holdings or its affiliates.

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COMPARISON OF UNITHOLDER RIGHTS

The rights of AMID Unitholders are currently governed by the AMID Existing Partnership Agreement and the Delaware LP Act. The rights of SXE’sUnitholders are currently governed by SXE Partnership Agreement, and the Delaware LP Act. If the Merger is completed, the rights of SXE Unitholders will begoverned by the Amended AMID Partnership Agreement and the Delaware LP Act.

There are many differences between the rights of AMID Unitholders and the rights of SXE Unitholders. The following description summarizes the materialdifferences that may affect the rights of holders of AMID Common Units and holders of SXE Common Units but does not purport to be a complete statement of allthose differences, or a complete description of the specific provisions referred to in this summary. The identification of specific differences is not intended toindicate that other equally significant or more significant differences do not exist. SXE Unitholders should read carefully the relevant provisions of the AMIDPartnership Agreement filed as Exhibit 3.10 to the registration statement of which this proxy statement/prospectus forms a part and the SXE PartnershipAgreement. Copies of the documents referred to in this summary may be obtained as described under “ WhereYouCanFindMoreInformation.”

Purpose

SXE AMIDSXE’s stated purpose is to engage in any business activities that are approved

by its general partner. SXE’s general partner, however, may not cause SXE toengage in any business activities that it determines would cause SXE to be treatedas a corporation for federal income tax purposes.

AMID’s stated purpose is to engage in any business activities that areapproved by its general partner. AMID’s general partner, however, may notcause AMID to engage in any business activities that it determines wouldcause AMID to be treated as a corporation for federal income tax purposes.

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Outstanding Units

SXE AMIDAs of the record date SXE had outstanding (a) [48,623,615] SXE Common

Units [12,213,713] SXE Subordinated Units and [18,656,071] SXE Class BConvertible Units.

As of January 31, 2018 AMID had outstanding (a) 52,714,198 AMIDCommon Units, (b) 10,719,398 series A preferred units, (c) 8,965,447 series Cpreferred units. In connection with the closing of the Transaction, AMID willissue 4,500,000 series E preferred units.

The series C preferred units are convertible upon the election of the seriesC preferred unit unitholder. Series C preferred units representing underlyingAMID Common Units having a value of $50 million (based upon the closingprice of AMID Common Units on the trading date immediately preceding therecord date for such conversion) are convertible upon the election of thePartnership at any time after the series E preferred units become convertible atAMID’s election (described below).

The series A preferred units are convertible upon the election of theseries A preferred unitholder.

The series E preferred units are convertible upon the election of the seriesE preferred unitholder any time after the second anniversary of the series Eissuance date. The series E preferred units are convertible at AMID’s electionwithin 30 days of the first date upon which the closing price of the AMIDCommon Units exceeds 150% of the series E issue price for 20 trading days.

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Issuance of Additional Securities

SXE AMIDThe SXE Partnership Agreement authorizes SXE to issue an unlimited number

of additional partnership securities (other than general partner interests in SXE) forthe consideration and on the terms and conditions determined by the generalpartner without the approval of the unitholders.

It is possible that SXE will fund acquisitions through the issuance ofadditional SXE Common Units or other partnership securities. Holders of anyadditional SXE Common nits it issues will be entitled to share equally with thethen-existing holders of common units in distributions of available cash. Inaddition, the issuance of additional common units or other partnership securitiesmay dilute the value of the interests of the then-existing holders of common units inSXE’s net assets.

In accordance with Delaware law and the provisions of the SXE PartnershipAgreement, SXE may also issue additional partnership securities that, asdetermined by the general partner, may have special voting rights to which thecommon units are not entitled.

The AMID Partnership Agreement authorizes AMID to issue anunlimited number of additional limited partner interests and other equitysecurities for the consideration and on the terms and conditions establishedby the general partner in its sole discretion without the approval of anylimited partners. Any such additional partnership securities may be senior tothe AMID Common Units.

It is possible that AMID will fund acquisitions through the issuance ofadditional AMID Common Units or other equity securities. Holders of anyadditional AMID Common Units issued by AMID will be entitled to shareequally with the then-existing holders of AMID Common Units indistributions of available cash. In addition, the issuance of additionalpartnership interests may dilute the value of the interests of the then-existingholders of AMID Common Units in AMID’s net assets.

In accordance with Delaware law and the provisions of the AMIDPartnership Agreement, AMID may also issue additional partnershipsecurities that, in the sole discretion of the general partner, have specialvoting rights to which the AMID Common Units are not entitled.

The AMID Partnership Agreement restricts AMID’s ability to issue anysecurities with distribution rights prior to or upon liquidation that are seniorto or on a parity with the series A preferred units, the series C preferred unitsor the series E preferred units.

Distributions of Available Cash

SXE AMIDGeneral.Within 45 days after the end of each quarter, SXE will distribute all

available cash to unitholders of record on the applicable record date.

General.Within 45 days after the end of each quarter, AMID willdistribute all available cash to unitholders of record on the applicable recorddate.

DefinitionofAvailableCash.Available cash is defined in the SXE PartnershipAgreement and generally means, for each fiscal quarter, all cash on hand at the endof the quarter,

• plus, if the general partner determines, all or any additional cash on hand onthe date of determination of available cash for the quarter

DefinitionofAvailableCash. Available cash is defined in the AMIDPartnership Agreement and generally means, for each fiscal quarter, all cashand cash equivalents on hand at the end of that quarter:

• less the amount of cash reserves established by AMID GP at the date ofdetermination of available cash for that quarter to:

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SXE AMIDresulting from working capital borrowings made after the end of the quarter;

• less the amount of cash reserves established by its general partner to:

• provide for the proper conduct of SXE’s business;

• comply with applicable law, any of SXE’s debt instruments or otheragreements; and

• provide funds for distribution to unitholders and to its general partner for anyone or more of the next four quarters.

SXE will treat all available cash distributed as coming from operating surplus

until the sum of all available cash distributed since it began operations equals theoperating surplus as of the most recent date of determination of available cash.SXE will treat any amount distributed in excess of operating surplus, regardless ofits source, as capital surplus. SXE does not anticipate that it will make anydistributions from capital surplus.

• provide for the proper conduct of AMID’s business (including reservesfor AMID’s future capital expenditures, anticipated future credit needsand refunds of collected rates reasonably likely to be refunded as aresult of a settlement or hearing related to FERC rate proceedings orrate proceedings under applicable law subsequent to that quarter);

• comply with applicable law, any of AMID’s debt instruments or otheragreements; or

• provide funds for distributions to AMID Unitholders and to AMID GPfor any one or more of the next four quarters (provided that AMID GPmay not establish cash reserves for AMID Common Units unless itdetermines that the establishment of reserves will not prevent AMIDfrom distributing the minimum quarterly distribution on all AMIDCommon Units and any cumulative arrearages on such AMID CommonUnits for the current quarter and the next four quarters);

plus, if AMID GP so determines, all or any portion of the cash on hand

on the date of determination of available cash for the quarter resulting fromworking capital borrowings made subsequent to the end of such quarter.

DefinitionofOperatingSurplus.Operating surplus for any period generally

means the sum of:


• all of SXE’s cash receipts after the closing of this offering, excluding cashfrom interim capital transactions (as defined below), provided that cashreceipts from the termination of a commodity hedge or interest rate hedgeprior to its specified termination date shall be included in operating surplus inequal quarterly installments over the remaining scheduled life of suchcommodity hedge or interest rate hedge; plus

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

• cash distributions (including incremental distributions on incentive distributionrights) paid in respect of equity issued, other than equity issued

DefinitionofOperatingSurplus.Operating surplus for any periodgenerally means the sum of:


• all of AMID’s cash receipts since the closing of AMID’s initial publicoffering, excluding cash from interim capital transactions (as definedbelow); plus

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

• cash distributions paid on equity issued to finance all or a portion of theconstruction, acquisition, development or improvement of a capitalimprovement or replacement of a capital asset (such as equipment orfacilities) in respect of the period beginning on the date that AMIDenters into a binding obligation to commence

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SXE AMIDin this offering, to finance all or a portion of expansion capital expenditures inrespect of the period from the date that SXE enters into a binding obligation tocommence the construction, development, replacement, improvement or expansionof a capital asset and ending on the earlier to occur of the date the capital assetcommences commercial service and the date that it is abandoned or disposed of;less

• all of SXE’s operating expenditures (as defined below) after the closing of thisoffering; less

• the amount of cash reserves established by SXE’s general partner to providefunds for future operating expenditures; less

• all working capital borrowings not repaid within twelve months after havingbeen incurred, or repaid within such 12-month period with the proceeds ofadditional working capital borrowings.

the construction, acquisition, development or improvement of a capitalimprovement or replacement of a capital asset and ending on the earlier tooccur of the date the capital improvement or capital asset commencescommercial service and the date that it is abandoned or disposed of; plus

• cash distributions paid on equity issued to pay the construction-periodinterest on debt incurred, or to pay construction-period distributions onequity issued, to finance the capital improvements or capital assetsreferred to above; less

• all of AMID’s operating expenditures (as defined below) since theclosing of AMID’s initial public offering; less

• the amount of cash reserves established by AMID GP to provide fundsfor future operating expenditures; less

• all working capital borrowings not repaid within 12 months after havingbeen incurred, or repaid within such 12-month period with the proceedsof additional working capital borrowings; less

• any cash loss realized on disposition of an investment capitalexpenditure

DefinitionofCapitalSurplus.Capital surplus will generally be generated onlyby:


• sales of debt and equity securities; and

• sales or other disposition of assets for cash, other than inventory, accountsreceivable and other current assets sold in the ordinary course of business ornon-current assets sold as part of normal retirements or replacements of assets.

DefinitionofCapitalSurplus.Capital surplus for any period generallymeans any distribution of available cash in excess of AMID’s cumulativeoperating surplus. Accordingly, capital surplus would generally be generatedby:


• sales of AMID’s equity and debt securities; andsales or other dispositions of assets, other than inventory, accountsreceivable and other assets sold in the ordinary course of business or as partof ordinary course retirement or replacement of assets.

DistributionsofAvailableCashfromOperatingSurplusDuringtheSubordinationPeriod

SXE will make distributions of available cash from operating surplus duringthe subordination period in the following manner:

• first, (x) to SXE’s general partner in accordance with its percentage interestand (y) to the SXE Common Unitholders, pro rata, a percentage equal

DistributionsofAvailableCashfromOperatingSurplus

AMID will make distributions of available cash from operating surplusfor any quarter, after paying the series A quarterly distribution, series Cquarterly distribution and series E quarterly distribution, and any series Aarrearage, series C arrearage, series E

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SXE AMIDto 100.0% less SXE’s general partner’s percentage interest, until SXE distributesfor each outstanding SXE Common Unit an amount equal to the minimumquarterly distribution for that quarter;

• second, (x) to SXE’s general partner in accordance with its percentage interestand (y) to the SXE Common Unitholders, pro rata, a percentage equal to100.0% less SXE’s general partner’s percentage interest, until SXE distributesfor each outstanding common unit an amount equal to any arrearages inpayment of the minimum quarterly distribution on the common units for anyprior quarters during the subordination period;

• third, (x) to SXE’s general partner in accordance with its percentage interestand (y) to the subordinated unitholders, pro rata, a percentage equal to 100.0%less SXE’s general partner’s percentage interest, until SXE distributes for eachoutstanding SXE Subordinated Unit an amount equal to the minimumquarterly distribution for that quarter; and

• thereafter, in the manner described in “— IncentiveDistributionRights”below.

DistributionsofAvailableCashfromOperatingSurplusAfterthe

SubordinationPeriod

SXE will make distributions of available cash from operating surplus after thesubordination period in the following manner:

• first, 100.0% to SXE’s general partner and all unitholders, pro rata, until SXEdistributes for each outstanding unit an amount equal to the minimumquarterly distribution for that quarter; and

• thereafter, in the manner described in “— IncentiveDistributionRights”below.

arrearage, series A interest, series C interest and series E interest, in thefollowing manner:

• first, 98.72% to the AMID Common Unit unitholders, pro rata, and1.28% to AMID GP, until AMID distributes for each outstandingAMID Common Unit an amount equal to the minimum quarterlydistribution for that quarter;

• second, 98.72% to the AMID Common Unit unitholders, pro rata, and1.28% to AMID GP, until AMID distributes for each outstandingAMID Common Unit an amount equal to any arrearages in payment ofthe minimum quarterly distribution on the AMID Common Units forany prior quarters; and

• thereafter, in the manner described in “— GeneralPartnerInterestandIncentiveDistributionRights” below.

DistributionsfromCapitalSurplus

HowDistributionsfromCapitalSurplusWillBeMade.SXE will makedistributions of available cash from capital surplus, if any, in the following manner:

• first, 100% to all unitholders and its general partner, in accordance with theirrespective percentage interests, until SXE distributes for each outstandingSXE Common Unit issued in its initial public offering an amount of availablecash from

DistributionsfromCapitalSurplus

HowDistributionsfromCapitalSurplusWillBeMade.AMID willmake distributions of available cash from capital surplus, if any, in thefollowing manner:

• first, to the holders of series A preferred units, series C preferred unitsand series E preferred units, the series A quarterly distribution, series Cquarterly distribution, and series E quarterly distribution, any series Aarrearage, series C

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SXE AMIDcapital surplus equal to the initial public offering price; and

• thereafter, SXE will make all distributions of available cash from capitalsurplus as if they were from operating surplus.

EffectofaDistributionfromCapitalSurplus.The SXE Partnership

Agreement treats a distribution of capital surplus as the repayment of the initial unitprice from the initial public offering, which is a return of capital. The initial publicoffering price less any distributions of capital surplus per unit is referred to as theunrecovered initial unit price. Each time a distribution of capital surplus is made,the minimum quarterly distribution and the target distribution levels will bereduced in the same proportion as the corresponding reduction in the unrecoveredinitial unit price. Because distributions of capital surplus will reduce the minimumquarterly distribution, after any of these distributions are made, it may be easier forthe general partner to receive incentive distributions. Any distribution of capitalsurplus before the unrecovered initial unit price is reduced to zero cannot beapplied to the payment of the minimum quarterly distribution or any arrearages.

Once SXE distributes capital surplus on a unit in an amount equal to the initialunit price, it will reduce the minimum quarterly distribution and the targetdistribution levels to zero and it will make all future distributions from operatingsurplus, as follows: (A) to SXE’s general partner in accordance with its percentageinterest, (B) 48% to the holders of the incentive distribution rights, pro rata, and(C) to all unitholders, pro rata, a percentage equal to 100% less the sum of thepercentages applicable to subclause (A) and (B).

arrearage, series E arrearage, series A interest, series C interest, and series Einterest;

• second, 98.72% to all unitholders, pro rata, and 1.28% to AMID GP,until the minimum quarterly distribution has been reduced to zero,under a formula based on the ratio of the distribution to the fair marketvalue of the AMID Common Units immediately prior to theannouncement of the distribution;

• third, 98.72% to the AMID Common Unit unitholders, pro rata, and1.28% to AMID GP, until AMID distributes for each outstandingAMID Common Unit, an amount of available cash from capital surplusequal to any unpaid arrearages in payment of the minimum quarterlydistribution on the AMID Common Units; and

• thereafter, as if they were from operating surplus.

The preceding discussion is based on the assumptions that AMID GPmaintains its 1.28% general partner interest, that AMID does not issueadditional classes of equity securities and that AMID does not paydistributions in respect of the series A preferred units in series A PIKpreferred units, in respect of the series C preferred units in series C PIKpreferred units, or in respect of the series E preferred units in series E PIKpreferred units. Because distributions of capital surplus will reduce theminimum quarterly distribution after any of these distributions are made, itmay be easier for AMID GP to receive incentive distributions.

Subordination Period

SXE AMIDSXE currently has 12,213,713 SXE Subordinated Units outstanding.

Accordingly, SXE is currently in its “subordination period,” which generally willnot end prior to the first business day of any quarter beginning after December 31,2015. During the subordination period, the common units have the right to receivedistributions of available cash from operating surplus each quarter in an amountequal to $0.40 per SXE Common Unit, which amount is defined in the SXEPartnership Agreement as the minimum quarterly

AMID has no subordinated units outstanding.

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SXE AMIDdistribution, plus any arrearages in the payment of the minimum quarterlydistribution on the common units from prior quarters, before any distributions ofavailable cash from operating surplus may be made on the subordinated units.Furthermore, no arrearages will be paid on the subordinated units. The practicaleffect of the SXE Subordinated Units is to increase the likelihood that during thesubordination period there will be sufficient available cash to pay the minimumquarterly distribution on the SXE Common Units.

Upon expiration of the subordination period, each outstanding SXESubordinated Unit will convert into one SXE Common Unit and will thenparticipate pro rata with the other common units in distributions of available cash.The subordination period is defined in the SXE Partnership Agreement, and willend on the first day of any quarter beginning after December 31, 2015 that each ofthe following tests are met:

• distributions of available cash from operating surplus on each of theoutstanding SXE Common Units and SXE Subordinated Units equaled orexceeded $1.60 (the annualized minimum quarterly distribution), for each ofthe three consecutive, non-overlapping four-quarter periods immediatelypreceding that date;

• the “adjusted operating surplus” generated during each of the threeconsecutive, non-overlapping four-quarter periods immediately preceding thatdate equaled or exceeded the sum of $1.60 (the annualized minimum quarterlydistribution) on all of the outstanding SXE Common Units and SXESubordinated Units during those periods on a fully diluted basis; and

• there are no arrearages in payment of the minimum quarterly distribution onthe common unitsAdjusted operating surplus, a measure intended to reflect cash generated from

operations, is defined in SXE’s Partnership Agreement and generally means, forany period:

• operating surplus generated with respect to that period; less

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

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

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

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

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

Notwithstanding the foregoing, the subordination period will automatically

terminate, and all of the SXE Subordinated Units will convert into SXE CommonUnits on a one-for-one basis, on the first business day following the distribution ofavailable cash to partners in respect of any quarter, beginning with the quarterending September 30, 2015 that each of the following tests are met:

• distributions of available cash from operating surplus on each of theoutstanding SXE Common Units and SXE Subordinated Units equaled orexceeded $2.40 (150.0% of the annualized minimum quarterly distribution)for the four-quarter period immediately preceding that date;

• the “adjusted operating surplus” generated during the four-quarter periodimmediately preceding that date equaled or exceeded the sum of (i) $2.40(150.0% of the annualized minimum quarterly distribution) on all of theoutstanding SXE Common Units and SXE Subordinated Units during thatperiod on a fully diluted basis and (ii) the corresponding distributions on theincentive distribution rights; and

• there are no arrearages in payment of the minimum quarterly distribution onthe SXE Common Units.

• If the unitholders remove the general partner without cause, the subordinationperiod may also end before December 31, 2015.

Incentive Distribution Rights

SXE AMIDIncentive distribution rights represent the right to receive an increasing

percentage (15.0%, 25.0% and 50.0%) of quarterly distributions of available cashfrom operating surplus after the minimum quarterly

Incentive distribution rights represent the right to receive 48.0% ofquarterly distributions of available cash from operating surplus after theseries A quarterly distribution, series C quarterly

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SXE AMIDdistribution and the target distribution levels have been achieved. SXE’s generalpartner currently holds the incentive distribution rights, but may transfer theserights separately from its general partner interest, subject to restrictions in the SXEPartnership Agreement.

The following assumes that there are no arrearages on the common units andthat the general partner continues to own the incentive distribution rights. If for any quarter:

• SXE has distributed available cash from operating surplus to the SXECommon Unitholders and SXE Subordinated Unitholders in an amount equalto the minimum quarterly distribution; and

• SXE has distributed available cash from operating surplus on outstanding SXECommon Units in an amount necessary to eliminate any cumulative arrearagesin payment of the minimum quarterly distribution;

then, SXE will distribute any additional available cash from operating surplus

for that quarter among the unitholders and its general partner in the followingmanner:

• first, 100.0% to SXE’s general partner and all unitholders, pro rata, until eachunitholder receives a total of $0.46 per unit for that quarter (the “first targetdistribution”);

• second, (A) to SXE’s general partner in accordance with its percentageinterest, (B) 13% to the holders of the incentive distribution rights, pro rata,and (C) to all unitholders, pro rata, a percentage equal to 100% less the sum ofthe percentages applicable to subclause (A) and (B), until each unitholderreceives a total of $0.50 per unit for that quarter (the “second targetdistribution”);

• third, (A) to SXE’s general partner in accordance with its percentage interest,(B) 23% to the holders of the incentive distribution rights, pro rata, and (C) toall unitholders, pro rata, a percentage equal to 100% less the sum of thepercentages applicable to subclause (A) and (B), until each unitholder receivesa total of $0.60 per unit for that quarter (the “third target distribution”); and

• thereafter, (A) to SXE’s general partner in accordance with its percentageinterest, (B) 48% to

distribution, series E quarterly distribution, any series A arrearage, series Carrearage, series E arrearage, series A interest, series C interest, and series Einterest, the minimum quarterly distribution, and any arrearages in paymentof the minimum quarterly distribution have been distributed.

The following discussion assumes that AMID GP maintains its 1.28%general partner interest and that there are no arrearages on AMID CommonUnits. If for any quarter:

• AMID has distributed available cash from operating surplus onoutstanding series A preferred units, series C preferred units and seriesE preferred units, in an amount equal to the series A quarterlydistribution, series C quarterly distribution and series E quarterlydistribution;

• AMID has distributed available cash from operating surplus onoutstanding series A preferred units, series C preferred units and seriesE preferred units in an amount necessary to eliminate any series Aarrearage, series C arrearage, series E arrearage and series A interest,series C interest and series E interest;

• AMID has distributed available cash from operating surplus to theAMID Common Unit unitholders pro rata, until the AMID CommonUnits have received an amount equal to the minimum quarterlydistribution; and

• AMID has distributed available cash from operating surplus onoutstanding AMID Common Units pro rata, until the AMID CommonUnits have received an amount necessary to eliminate any cumulativearrearages in payment of the minimum quarterly distribution;

then, AMID will distribute any additional available cash from operating

surplus for that quarter among the unitholders and AMID GP in thefollowing manner:

• 50.72% to the AMID Common Unit unitholders, pro rata, 1.28% toAMID GP, and 48.0% to AMID GP as the holder of the AMIDincentive distribution rights.

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SXE AMIDthe holders of the incentive distribution rights, pro rata, and (C) to all unitholders,pro rata, a percentage equal to 100% less the sum of the percentages applicable tosubclause (A) and (B).

The preceding discussion is based on the assumption that AMID GP

maintains its 1.28% general partner interest, that AMID does not issueadditional classes of equity securities, that AMID does not pay distributionsin respect of the series A preferred units in series A PIK preferred units, inrespect of the series C preferred units in series C PIK preferred units, or inrespect of the series E preferred units in series E PIK preferred units.

Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels

SXE AMIDIn addition to adjusting the minimum quarterly distribution and target

distribution levels to reflect a distribution of capital surplus, if SXE combines itsunits into fewer units or subdivides its units into a greater number of units, it isrequired to proportionately adjust:

• the minimum quarterly distribution;

• the target distribution levels; and

• the unrecovered initial unit price.

For example, if a two-for-one split of the common units should occur, theminimum quarterly distribution, the target distribution levels and the unrecoveredinitial unit price would each be reduced to 50% of its initial level. SXE will notmake any adjustment by reason of the issuance of additional units for cash orproperty.

In addition, if legislation is enacted or if existing law is modified orinterpreted by a governmental taxing authority so that SXE becomes taxable as acorporation or otherwise subject to taxation as an entity for federal, state or localincome tax purposes in excess of the amount of taxes due from SXE prior to suchenactment or modification, under the terms of the SXE Partnership Agreement,SXE may reduce the minimum quarterly distribution and the target distributionlevels for each quarter by the amount of income or withholding taxes that arepayable by reason of the new legislation or interpretation, or any portion thereof. Ifthe general partner elects to do so, it will estimate for such quarter the amount ofsuch tax liability. To the extent that the actual tax liability differs from theestimated tax liability for any quarter, the difference will be accounted for insubsequent quarters.

In addition to adjusting the minimum quarterly distribution and targetdistribution levels to reflect a distribution of capital surplus, if AMIDcombines its units into fewer units or subdivides its units into a greaternumber of units, it is required to proportionately adjust:

• the minimum quarterly distribution;

• the target distribution levels; and

• the unrecovered initial unit price.

For example, if a two-for-one split of the AMID Common Units shouldoccur, the minimum quarterly distribution, the target distribution and theunrecovered capital would be reduced to 50% of its initial level. AMID willnot make any adjustment by reason of AMID’s issuance of additional unitsfor cash or property.

In addition, if legislation is enacted or if existing law is modified orinterpreted by a governmental taxing authority so that AMID becomestaxable as a corporation or otherwise subject to taxation as an entity forfederal, state or local income tax purposes in excess of the amount of taxesdue from AMID prior to such enactment or modification, under the terms ofthe AMID Partnership Agreement, AMID may reduce the minimumquarterly distribution and the target distribution levels for each quarter bythe amount of income or withholding taxes that are payable by reason of thenew legislation or interpretation, or any portion thereof. If the generalpartner elects to do so, it will estimate for such quarter the amount of suchtax liability. To the extent that the actual tax liability differs from theestimated tax liability for any quarter, the difference will be accounted for insubsequent quarters.

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Distributions of Cash upon Liquidation

SXE AMIDIf SXE dissolves in accordance with the SXE Partnership Agreement, it will

sell or otherwise dispose of its assets in a process called liquidation. It will firstapply the proceeds of liquidation to the payment of its creditors and the creation ofa reserve for contingent liabilities. SXE will distribute any remaining proceeds tofirst to satisfy the liquidation preferences of the series A preferred units and secondto the unitholders, in accordance with the positive balance in their respective capitalaccounts.

If AMID dissolves in accordance with the AMID PartnershipAgreement, it will sell or otherwise dispose of its assets in a process calledliquidation. It will first apply the proceeds of liquidation to the payment ofits creditors and the creation of a reserve for contingent liabilities. AMIDwill distribute any remaining proceeds to first to satisfy the liquidationpreferences of the series A preferred units, series C preferred units and theseries E preferred units and second to distribute to the unitholders (includingcertain equity interests held by HPIP), in accordance with the positivebalance in their respective capital accounts.

Merger, Sale or Other Disposition of Assets

SXE AMIDA merger or consolidation of SXE requires the prior consent of the general

partner. The general partner, however, will have no duty or obligation to consent toany merger or consolidation and may decline to do so free of any duty or obligationwhatsoever to SXE or the limited partners, including any duty to act in good faithor SXE pursuant to any other standard.

The SXE Partnership Agreement generally prohibits the general partner,without the prior approval of the holders of a unit majority, from causing SXE,among other things, to sell, exchange or otherwise dispose of all or substantially allof SXE’s assets in a single transaction or a series of related transactions, includingby way of merger, consolidation or other combination, or approving on SXE’sbehalf the sale, exchange or other disposition of all or substantially all of the assetsof its subsidiaries. The general partner may, however, mortgage, pledge,hypothecate or grant a security interest in all or substantially all of SXE’s assetswithout such approval. The general partner may also sell all or substantially all ofSXE’s assets under a foreclosure or other realization upon those encumbranceswithout such approval. Finally, the general partner may consummate any mergerwithout the prior approval of unitholders if SXE is the surviving entity in thetransaction, the transaction would not result in certain material amendments to theSXE Partnership Agreement, each of SXE’s units will be an identical unit of SXEfollowing the transaction and the units to be issued do not exceed 20% of SXE’soutstanding

A merger or consolidation of AMID requires the prior consent of thegeneral partner. The general partner, however, will have no duty orobligation to consent to any merger or consolidation and may decline to doso free of any fiduciary duty or obligation whatsoever to AMID or thelimited partners, including any duty to act in good faith or pursuant to anyother standard.

The AMID Partnership Agreement generally prohibits the generalpartner, without the prior approval of the holders of a unit majority, fromcausing AMID, among other things, to sell, exchange or otherwise disposeof all or substantially all of AMID’s assets in a single transaction or a seriesof related transactions, including by way of merger, consolidation or othercombination, or approving on AMID’s behalf the sale, exchange or otherdisposition of all or substantially all of the assets of its subsidiaries. Further,if any such sale, merger, consolidation or other combination wouldadversely affect the rights, preferences and privileges of the series Apreferred units, series C preferred units or series E preferred units in anyrespect, the affirmative vote of a majority of each such class votingseparately as a class is required. The general partner may, however,mortgage, pledge, hypothecate or grant a security interest in all orsubstantially all of AMID’s assets without such approval. The generalpartner may also sell all or substantially all of AMID’s assets under aforeclosure or other

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SXE AMIDpartnership securities immediately prior to the transaction.

If the conditions specified in the SXE Partnership Agreement are satisfied, thegeneral partner may convert SXE or any of its subsidiaries into a new limitedliability entity or merge SXE or any of its subsidiaries into, or convey all of itsassets to, a newly formed entity if the sole purpose of that merger or conveyance isto effect a mere change in SXE’s legal form into another limited liability entity.

Unitholders are not entitled to dissenters’ rights of appraisal under the SXEPartnership Agreement or applicable Delaware law in the event of a conversion,merger or consolidation, a sale of substantially all of SXE’s assets or any othertransaction or event.

realization upon those encumbrances without such approval. Finally, thegeneral partner may consummate any merger without the prior approval ofunitholders if AMID is the surviving entity in the transaction, the transactionwould not result in certain material amendments to the AMID PartnershipAgreement, each of AMID’s units will be an identical unit of AMIDfollowing the transaction and the units to be issued do not exceed 20% ofAMID’s outstanding partnership securities immediately prior to thetransaction.

If the conditions specified in the AMID Partnership Agreement aresatisfied, the general partner may convert AMID or any of its subsidiariesinto a new limited liability entity or merge AMID or any of its subsidiariesinto, or convey all of its assets to, a newly formed entity if the sole purposeof that merger, conveyance or conversion is to effect a mere change inAMID’s legal form into another limited liability entity.

Unitholders are not entitled to dissenters’ rights of appraisal under theAMID Partnership Agreement or applicable Delaware law in the event of amerger or consolidation, a sale of substantially all of AMID’s assets or anyother transaction or event.

Election of General Partner and Directors of the General Partner

SXE AMIDUnitholders are not entitled to elect the general partner or its directors.

Unitholders are not entitled to remove directors.

Unitholders are not entitled to elect the general partner or its directors.

Unitholders are not entitled to remove directors.

Meetings; Voting

SXE AMIDExcept as described below regarding a person or group owning 20% or more

of any class of units then outstanding, unitholders or transferees who are recordholders of units on the record date will be entitled to notice of, and to vote at,meetings of the limited partners and to act upon matters for which approvals maybe solicited. In the case of SXE Common Units held by the general partner onbehalf of non-citizen assignees, the general partner will distribute the votes onthose common units in the same ratios as the votes of limited partners on otherunits are cast.

Except as described below regarding a person or group owning 20% ormore of any class of units then outstanding, unitholders or assignees who arerecord holders of units on the record date will be entitled to notice of, and tovote at, meetings of the limited partners and to act upon matters for whichapprovals may be solicited. In the case of AMID Common Units held byAMID GP on behalf of non-citizen assignees, AMID GP will distribute thevotes on those AMID Common Units in the same ratios as the votes oflimited partners on other units are cast.

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SXE AMID

Any action that is required or permitted to be taken by the unitholders may betaken either at a meeting of the unitholders or without a meeting if consents inwriting describing the action so taken are signed by holders of the number of unitsnecessary to authorize or take that action at a meeting. Meetings of the unitholdersmay be called by the general partner or by unitholders owning at least 20% of theoutstanding units of the class for which a meeting is proposed. Unitholders mayvote either in person or by proxy at meetings. The holders of a majority of theoutstanding units of the class or classes for which a meeting has been calledrepresented in person or by proxy will constitute a quorum unless any action by theunitholders requires approval by holders of a greater percentage of the units, inwhich case the quorum will be the greater percentage.

Each record holder of a unit has a vote according to his percentage interest inthe partnership although additional limited partner interests having special votingrights could be issued. Please read “— IssuanceofAdditionalSecurities.”However, if at any time any person or group, other than the general partner and itsaffiliates owns, in the aggregate, beneficial ownership of 20% or more of any classof units then outstanding, the person or group will lose voting rights on all of itsunits and the units may not be voted on any matter and will not be considered to beoutstanding when sending notices of a meeting of unitholders, calculating requiredvotes, determining the presence of a quorum or for other similar purposes. Theholders of the series A preferred units and series B preferred units have specialvoting rights, and additional limited partner interests having special voting rightscould be issued. Please read “— IssuanceofAdditionalSecurities.” Theaffirmative vote of a majority of holders of series A preferred units and series Bpreferred units, as applicable, voting separately as a class, is required for any matteradversely affecting any of the rights, preferences and privileges of such units, asapplicable.

SXE Common Units held in nominee or street name account will be voted bythe broker or other nominee in accordance with the instruction of the beneficialowner unless the arrangement between the beneficial owner and his nomineeprovides otherwise.

Any notice, demand, request, report or proxy material required or permitted tobe given or made to record holders of SXE Common Units under the SXE

Any action that is required or permitted to be taken by the unitholders

may be taken either at a meeting of the unitholders or without a meeting ifconsents in writing describing the action so taken are signed by holders ofthe number of units necessary to authorize or take that action at a meeting.Meetings of the unitholders may be called by the general partner or byunitholders owning at least 20% of the outstanding units of the class forwhich a meeting is proposed. Unitholders may vote either in person or byproxy at meetings. The holders of a majority of the outstanding units of theclass or classes for which a meeting has been called represented in person orby proxy will constitute a quorum unless any action by the unitholdersrequires approval by holders of a greater percentage of the units, in whichcase the quorum will be the greater percentage.

Each record holder of a unit has a vote according to his percentageinterest in the partnership, although additional limited partner interestshaving special voting rights could be issued. Please read “— IssuanceofAdditionalSecurities.” However, if at any time any person or group, otherthan the general partner and its affiliates owns, in the aggregate, beneficialownership of 20% or more of any class of units then outstanding, the personor group will lose voting rights on all of its units and the units may not bevoted on any matter and will not be considered to be outstanding whensending notices of a meeting of unitholders, calculating required votes,determining the presence of a quorum or for other similar purposes. Theholders of the series A preferred units, series C preferred units, and series Epreferred units have special voting rights, and additional limited partnerinterests having special voting rights could be issued. Please read “—IssuanceofAdditionalSecurities.” The affirmative vote of a majority ofholders of series A preferred units, series C preferred units, or series Epreferred units, as applicable, voting separately as a class, is required for anymatter adversely affecting any of the rights, preferences and privileges ofsuch units, as applicable.

Except as required by Delaware law, the holders of the HPIP equityinterests are not entitled to vote on any matters.

AMID Common Units held in nominee or street name account will bevoted by the broker or other

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SXE AMIDPartnership Agreement will be delivered to the record holder by SXE or by thetransfer agent.

nominee in accordance with the instruction of the beneficial owner unlessthe arrangement between the beneficial owner and his nominee providesotherwise.

Any notice, demand, request, report or proxy material required orpermitted to be given or made to record holders of AMID Common Unitsunder the AMID Partnership Agreement will be delivered to the recordholder by AMID or by the transfer agent.

Advance Notice Requirements for Nominations and Other Proposals

SXE AMIDNot applicable. Not applicable.

Withdrawal or Removal of the General Partner

SXE AMIDExcept as described below, the general partner of SXE has agreed not to

withdraw voluntarily as the general partner prior to December 31, 2022 withoutobtaining the approval of the holders of at least a majority of the outstandingSXE Common Units, excluding SXE Common Units held by the general partnerand its affiliates, and furnishing an opinion of counsel regarding limited liabilityand tax matters. On or after December 31, 2022, the general partner maywithdraw as general partner without first obtaining approval of any unitholder bygiving 90 days’ written notice, and that withdrawal will not constitute a violationof the SXE Partnership Agreement. Notwithstanding the information above, thegeneral partner may withdraw without unitholder approval upon 90 days’ noticeto the limited partners if at least 50% of the outstanding SXE Common Units areheld or controlled by one person and its affiliates other than the general partnerand its affiliates. In addition, the SXE Partnership Agreement permits the generalpartner in some instances to sell or otherwise transfer all of its general partnerinterest in SXE without the approval of the unitholders. Please read “— TransferofGeneralPartnerInterest” and “— TransferofIncentiveDistributionRights.”

Upon withdrawal of the general partner under any circumstances, other thanas a result of a transfer by the general partner of all or a part of its general partnerinterest in us, the holders of a unit majority may select a successor to thatwithdrawing general partner. If a

Except as described below, the general partner of AMID has agreed notto withdraw voluntarily as the general partner prior to June 30, 2021 withoutobtaining the approval of the holders of at least a majority of the outstandingAMID Common Units, excluding AMID Common Units held by the generalpartner and its affiliates, and furnishing an opinion of counsel regardinglimited liability and tax matters. On or after June 30, 2021, the general partnermay withdraw as general partner without first obtaining approval of anyunitholder by giving 90 days’ written notice, and that withdrawal will notconstitute a violation of the AMID Partnership Agreement. Notwithstandingthe information above, the general partner may withdraw without unitholderapproval upon 90 days’ notice to the limited partners if at least 50% of theoutstanding AMID Common Units are held or controlled by one person and itsaffiliates other than the general partner and its affiliates. In addition, theAMID Partnership Agreement permits the general partner in some instances tosell or otherwise transfer all of its general partner interest in AMID withoutthe approval of the unitholders. Please read “— TransferofGeneralPartnerInterest” and “— TransferofIncentiveDistributionRights.”

Upon the withdrawal of the general partner under any circumstances,other than as a result of a transfer by the general partner of all or a part of itsgeneral partner interest, the holders of a majority of the outstanding units mayselect a successor to that

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SXE AMIDsuccessor is not elected, or is elected but an opinion of counsel regarding limitedliability and tax matters cannot be obtained, the partnership will be dissolved,wound up and liquidated, unless within a specified period after that withdrawal,the holders of a unit majority agree in writing to continue SXE’s business and toappoint a successor general partner. Please read “— TerminationandDissolution.”

The general partner may not be removed unless that removal is approved bythe vote of the holders of not less than 66 2 ⁄ 3 % of the outstanding units, votingtogether as a single class, including units held by the general partner and itsaffiliates, and SXE receives an opinion of counsel regarding limited liability andtax matters. Any removal of the general partner is also subject to the approval ofa successor general partner by the vote of the holders of a majority of theoutstanding common units. The ownership of more than 33 1 ⁄ 3 % of theoutstanding units by the general partner and its affiliates would give them thepractical ability to prevent the general partner’s removal.

The SXE Partnership Agreement also provides that if the general partner isremoved as the general partner under circumstances where cause does not existand units held by the general partner and its affiliates are not voted in favor ofthat removal, the general partner will have the right to convert its general partnerinterest and its incentive distribution rights into common units or to receive cashin exchange for those interests based on the fair market value of those interests atthat time.

In the event of removal of a general partner under circumstances wherecause exists or withdrawal of a general partner where that withdrawal violates theSXE Partnership Agreement, a successor general partner will have the option topurchase the general partner interest and incentive distribution rights of thedeparting general partner for a cash payment equal to the fair market value ofthose interests. Under all other circumstances where a general partner withdrawsor is removed by the limited partners, the departing general partner will have theoption to require the successor general partner to purchase the general partnerinterest of the departing general partner and its incentive distribution rights forfair market value. In each case, this fair market value will be determined byagreement between the departing general partner and the successor generalpartner. If no agreement is reached,

withdrawing general partner. If a successor is not elected, or is elected but anopinion of counsel regarding limited liability and tax matters cannot beobtained, the partnership will be dissolved, wound up and liquidated, unlesswithin 90 days after that withdrawal, the holders of a majority of theoutstanding units agree in writing to continue AMID’s business and to appointa successor general partner. See “— TerminationandDissolution.”

The general partner may not be removed unless that removal is approvedby the vote of (i) the holders of not less than 66 2 ⁄ 3 % of the outstandingunits, including units held by the general partner and its affiliates and (ii) priorto August 9, 2018, so long as the holders of the incentive distribution rights asof August 9, 2013, together with their affiliates, continue to own a majority ofthe incentive distribution rights, the holders of a majority of the incentivedistribution rights, and AMID receives an opinion of counsel regarding limitedliability and tax matters, and, in certain circumstances, the approval of asuccessor general partner by the vote of (i) the holders of a majority of theoutstanding AMID Common Units and (ii) prior to August 9, 2018, so long asthe holders of the incentive distribution rights as of August 9, 2013, togetherwith their affiliates, continue to own a majority of the incentive distributionrights, the holders of a majority of the incentive distribution rights. Theownership of more than 33 1 ⁄ 3 % of the outstanding units by the generalpartner and its affiliates would give them the practical ability to prevent thegeneral partner’s removal.

The AMID Partnership Agreement also provides that if the generalpartner is removed as the general partner under circumstances where causedoes not exist or the general partner withdraws and such withdrawal does notviolate the AMID Partnership Agreement, if a successor general partner iselected, the general partner has an option to require its successor to purchaseits partnership interest as the general partner in AMID and AMID’ssubsidiaries, and its incentive distribution rights in an amount in cash equal tothe fair market value of those interests.

In the event of removal of a general partner under circumstances wherecause exists or withdrawal of a general partner where that withdrawal violatesthe AMID Partnership Agreement, a successor general partner will have theoption to purchase the general partner interest and incentive distribution

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SXE AMIDan independent investment banking firm or other independent expert selected bythe departing general partner and the successor general partner will determine thefair market value. Or, if the departing general partner and the successor generalpartner cannot agree upon an expert, then an expert chosen by agreement of theexperts selected by each of them will determine the fair market value.

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

In addition, SXE will be required to reimburse the departing general partnerfor all amounts due the departing general partner, including, without limitation,all employee-related liabilities, including severance liabilities, incurred for thetermination of any employees employed by the departing general partner or itsaffiliates for SXE’s benefit.

rights of the departing general partner for a cash payment equal to the fairmarket value of those interests. Under all other circumstances where a generalpartner withdraws or is removed by the limited partners, the departing generalpartner will have the option to require the successor general partner topurchase the general partner interest of the departing general partner and itsincentive distribution rights for fair market value. In each case, this fair marketvalue will be determined by agreement between the departing general partnerand the successor general partner. If no agreement is reached, an independentinvestment banking firm or other independent expert selected by the departinggeneral partner and the successor general partner will determine the fairmarket value. Or, if the departing general partner and the successor generalpartner cannot agree upon an expert, then an expert chosen by agreement ofthe experts selected by each of them will determine the fair market value.

If the options described above are not exercised, the general partner willbecome a limited partner and the general partner’s interest will be convertedinto AMID Common Units. The successor will contribute to AMID cash in anamount equal to the product of the percentage interest of the general partner inAMID and the net agreed value of the AMID’s assets.

Transfer of General Partner Interests

SXE AMIDExcept for transfer by the general partner of all, but not less than all, of its

general partner interest to:

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

• another entity as part of the merger or consolidation of the general partner withor into another entity or the transfer by the general partner of all orsubstantially all of its assets to another entity,

the general partner may not transfer all or any part of its general partner

interest in the partnership to another person prior to December 31, 2022 without theapproval of the holders of at least a majority of the outstanding common units,excluding common units held by the general partner and its affiliates. As acondition of this transfer, the transferee must assume,

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

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

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

the general partner may not transfer all or any part of its general partner

interest in the partnership to another person prior to June 30, 2020 withoutthe approval of the holders of at least a majority of the outstanding AMIDCommon Units, excluding AMID Common Units held by the generalpartner and its affiliates. As a condition of this transfer, the

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SXE AMIDamong other things, the rights and duties of the general partner, agree to be boundby the provisions of the SXE Partnership Agreement, furnish an opinion of counselregarding limited liability and tax matters and agree to purchase all of thepartnership or membership interest held by the general partner of SXE as thegeneral partner.

transferee must assume, among other things, the rights and duties of thegeneral partner, agree to be bound by the provisions of the AMIDPartnership Agreement, furnish an opinion of counsel regarding limitedliability and tax matters and agree to purchase all of the partnership ormembership interest held by the general partner of AMID as the generalpartner.

Transfer of Incentive Distribution Rights

SXE AMIDThe general partner or its affiliates or a subsequent holder may transfer its

incentive distribution rights without the approval of any limited partner or anyother person.

The general partner or its affiliates or a subsequent holder may transferits incentive distribution rights without the approval of any limited partner orany other person.

Limited Preemptive Rights

SXE AMIDThe general partner of SXE has the right, that it may from time to time

assign in whole or in part to any of its affiliates, to purchase partnership securitiesfrom SXE whenever, and on the same terms that, SXE issues partnershipsecurities to persons other than the general partner and its affiliates, to the extentnecessary to maintain the percentage interests of the general partner and itsaffiliates equal to which existed immediately prior to the issuance of suchpartnership securities. No other person shall have any preemptive, preferential orother similar right to acquire additional partnership securities with respect to theissuance of any partnership securities.

The general partner of AMID has the right, that it may from time to timeassign in whole or in part to any of its affiliates, to purchase partnershipsecurities from AMID whenever, and on the same terms that, AMID issuespartnership securities to persons other than the general partner and itsaffiliates, to the extent necessary to maintain the percentage interests of thegeneral partner and its affiliates equal to which existed immediately prior tothe issuance of such partnership securities.

If AMID issues to the Class A Member (as defined in the Amended GPLLC Agreement) or its affiliates limited partnership interests of the same classheld by a Class D Member (as defined in the Amended GP LLC Agreement),which is Holdings, (other than issuances of PIK preferred units or issuances oflimited partner interests purchased by the general partner to maintain itspercentage interest as described above), Holdings has the right to purchaselimited partner interests of such class from AMID up to the amount necessaryto maintain its aggregate percentage interest equal to that which existedimmediately prior to the issuance of such limited partner interests on the sameterms provided to the Class A Member or its affiliates.

If AMID issues limited partner interests (other than (i) issuances of PIKpreferred units or conversion units, (ii) issuances of limited partner interestspurchased by the general partner to maintain its

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percentage interest as described above, (iii) issuances to finance a capitalimprovement or the replacement of a capital asset, or (iv) issuances to allholders of AMID Common Units on a pro rata basis) to Magnolia Holdings orany of the Magnolia LPs, or any of their respective affiliates, Holdings has theright to purchase such limited partner interests from AMID up to the amountnecessary to maintain its percentage interest equal to that which existedimmediately prior to the issuance of such limited partner Interests on the sameterms provided to Magnolia Holdings, the Magnolia LPs or any of theirrespective affiliates.

Limited Call Right

SXE AMIDIf at any time the general partner and its affiliates own more than 80% of the

then-issued and outstanding limited partner interests of any class, the generalpartner will have the right, which it may assign in whole or in part to any of itsaffiliates or to SXE, to acquire all, but not less than all, of the remaining limitedpartner interests of such class held by unaffiliated persons as of a record date to beselected by the general partner, on at least 10 but not more than 60 days’ notice.The purchase price in the event of such a purchase is the greater of (i) the highestcash price paid by either of the general partner or any of its affiliates for any suchlimited partnership interests of the class purchased within the 90 days preceding thedate on which the general partner first mails notice of its election to purchase thoselimited partner interests, and (ii) the current market price as of the date three daysbefore the date the notice is mailed.

If at any time the general partner and its affiliates own more than 80%of the then-issued and outstanding limited partner interests of any class, thegeneral partner will have the right, which it may assign in whole or in part toany of its affiliates or to AMID, to acquire all, but not less than all, of theremaining limited partner interests of such class held by unaffiliated personsas of a record date to be selected by the general partner, on at least 10 butnot more than 60 days’ notice. The purchase price in the event of such apurchase is the greater of (i) the highest cash price paid by either of thegeneral partner or any of its affiliates for any such limited partnershipinterests of the class purchased within the 90 days preceding the date onwhich the general partner first mails notice of its election to purchase thoselimited partner interests, and (ii) the current market price as of the date threedays before the date the notice is mailed.

Amendment of Partnership Agreement

SXE AMIDGeneral.Amendments to the SXE Partnership Agreement may be proposed

only by or with the consent of the general partner. The general partner, however,will have no duty or obligation to propose any amendment and may decline to doso free of any duty or obligation whatsoever to SXE or the limited partners,including any duty to act in good faith or pursuant to any other standard imposedby the SXE Partnership Agreement or certain other laws. In order to adopt aproposed amendment, other than the

General.Amendments to the AMID Partnership Agreement may beproposed only by or with the consent of the general partner. The generalpartner, however, will have no duty or obligation to propose any amendmentand may decline to do so free of any fiduciary duty or obligation whatsoeverto AMID or the limited partners, including any duty to act in good faith orpursuant to any other standard imposed by the AMID Partnership Agreementor certain other laws. In order to adopt a proposed amendment, other than

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SXE AMIDamendments discussed below, the general partner is required to seek writtenapproval of the holders of the number of units required to approve theamendment or to call a meeting of the limited partners to consider and vote uponthe proposed amendment. Except as described below, an amendment must beapproved by a unit majority.

ProhibitedAmendments. Proposed amendments (other than those describedbelow) must be approved by the general partner and the holders of at least amajority of the outstanding common units, unless a greater or differentpercentage is required under SXE’s partnership agreement or by Delaware law.No provision of SXE’s partnership agreement that establishes a percentage ofoutstanding units required to take any action may be amended, altered, changed,repealed or rescinded to reduce such voting percentage unless such amendment isapproved by the written consent or the affirmative vote of holders of outstandingunits whose aggregate outstanding units constitute (i) in the case of a suchreduction not less than the voting requirement sought to be reduced, (ii) in thecase of an increase in the percentage pursuant of certain provisions relating toremoval of the general partner of the SXE Partnership Agreement, not less than90% of the outstanding units or (iii) in the case of increase in the percentage ofcertain provisions of the SXE Partnership Agreement relating to special meetings,not less than a majority of the outstanding units.

No amendment to SXE’s partnership agreement (other than those that maybe made by the general partner without the approval of SXE’s limited partners)may enlarge the obligations of any limited partner without its consent unlessapproved by at least a majority of the type or class of limited partner interests soaffected or enlarge the obligations of, restrict in any way any action by or rightsof, or reduce in any way the amounts distributable, reimbursable or otherwisepayable to the general partner or any of its affiliates, without the consent of thegeneral partner, which may be given or withheld at its option.

NoUnitholderApproval.The general partner may generally makeamendments to the SXE Partnership Agreement without the approval of anylimited partner or assignee to reflect:

• a change in SXE’s name, the location of its principal place of business, theregistered agent or registered office;

the amendments discussed below, the general partner is required to seekwritten approval of the holders of the number of units required to approve theamendment or to call a meeting of the limited partners to consider and voteupon the proposed amendment. Except as described below, an amendmentmust be approved by a unit majority.

ProhibitedAmendments.Proposed amendments (other than thosedescribed below) must be approved by the general partner and the holders ofat least a majority of the outstanding common units, unless a greater ordifferent percentage is required under AMID’s partnership agreement or byDelaware law. No provision of AMID’s partnership agreement that establishesa percentage of outstanding units (including units deemed owned by thegeneral partner) required to take any action may be amended, altered,changed, repealed or rescinded to reduce such voting percentage unless suchamendment is approved by the written consent or the affirmative vote ofholders of outstanding units whose aggregate outstanding units constitute notless than the voting requirement sought to be reduced or increased, asapplicable or the affirmative vote of the partners whose aggregate percentageinterest constitutes not less than the voting requirement sought to be reduced,as applicable.

No amendment to AMID’s Partnership Agreement (other than those thatmay be made by the general partner without the approval of AMID’s limitedpartners) may enlarge the obligations of any limited partner without itsconsent unless approved by at least a majority of the type or class of limitedpartner interests so affected or enlarge the obligations of, restrict, change ormodify in any way any action by or rights of, or reduce in any way theamounts distributable, reimbursable or otherwise payable to the generalpartner or any of its affiliates, without the consent of the general partner,which may be given or withheld at its option.

NoUnitholderApproval.Except with regards to amendments thatadversely affect the rights, preferences and privileges of series A preferredunits, series C preferred units and series E preferred units, the general partnermay generally make amendments to the AMID Partnership Agreementwithout the approval of any limited partner or assignee to reflect:

• a change in AMID’s name, the location of its principal place of business,the registered agent or registered office;

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• the admission, substitution, withdrawal or removal of partners in accordancewith the SXE Partnership Agreement;

• a change that the general partner determines to be necessary or appropriateto qualify or continue the qualification as a limited partnership or apartnership in which the limited partners have limited liability under thelaws of any state or to ensure that neither the partnership nor the operatingcompany nor any of its subsidiaries will be treated as an association taxableas a corporation or otherwise taxed as an entity for federal income taxpurposes;

• changes the general partner determines (i) do not adversely affect the limitedpartners (or any particular class of limited partners) in any material respect,(ii) are necessary or appropriate to satisfy any requirements, conditions orguidelines contained in any opinion, directive, order, ruling or regulation ofany federal or state agency or judicial authority or contained in any federalor state statute, (iii) are necessary or appropriate to facilitate the trading oflimited partner interests or to comply with any rule, regulation, guideline orrequirement of any securities exchange on which the limited partnerinterests are or will be listed for trading, (iv) are necessary or appropriate forany action taken by the general partner relating to splits or combinations ofunits under the provisions of the SXE Partnership Agreement, or (v) arerequired to effect the intent expressed in the registration statement relating toSXE’s initial public offering or the intent of the provisions of the SXEPartnership Agreement or are otherwise contemplated by the SXEPartnership Agreement.

• a change in SXE’s fiscal year or taxable year and related changes;

• an amendment that is necessary, in the opinion of SXE’s counsel, to preventthe partnership or the general partner or its directors, officers, agents ortrustees from in any manner being subjected to the provisions of theInvestment Company Act of 1940, the Investment Advisors Act of 1940, or“plan asset” regulations adopted under the Employee Retirement IncomeSecurity Act of 1974, whether or not substantially similar to plan assetregulations currently applied or proposed;

• an amendment that the general partner determines to be necessary orappropriate for the

• the admission, substitution, withdrawal or removal of partners inaccordance with the AMID Partnership Agreement;

• a change that the general partner determines to be necessary orappropriate to qualify or continue the qualification as a limitedpartnership or a partnership in which the limited partners have limitedliability under the laws of any state or to ensure that neither thepartnership nor the operating company nor any of its subsidiaries will betreated as an association taxable as a corporation or otherwise taxed as anentity for federal income tax purposes;

• changes the general partner determines (i) do not adversely affect thelimited partners (or any particular class of limited partners) in anymaterial respect, (ii) are necessary or appropriate to satisfy anyrequirements, conditions or guidelines contained in any opinion,directive, order, ruling or regulation of any federal or state agency orjudicial authority or contained in any federal or state statute, (iii) arenecessary or appropriate to facilitate the trading of limited partnerinterests or to comply with any rule, regulation, guideline or requirementof any securities exchange on which the limited partner interests are orwill be listed for trading, (iv) are necessary or appropriate for any actiontaken by the general partner relating to splits or combinations of unitsunder the provisions of the AMID Partnership Agreement, or (v) arerequired to effect the intent expressed in the registration statementrelating to AMID’s initial public offering or the intent of the provisionsof the AMID Partnership Agreement or are otherwise contemplated bythe AMID Partnership Agreement.

• a change in AMID’s fiscal year or taxable year and related changes;

• an amendment that is necessary, in the opinion of AMID’s counsel, toprevent the partnership or the general partner or its directors, officers,agents or trustees from in any manner being subjected to the provisionsof the Investment Company Act of 1940, the Investment Advisors Act of1940, or “plan asset” regulations adopted under the Employee RetirementIncome Security Act of 1974, whether or not substantially similar to planasset regulations currently applied or proposed;

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SXE AMIDauthorization of additional partnership securities or rights to acquire partnershipsecurities;

• any amendment expressly permitted in the SXE Partnership Agreement to bemade by the general partner acting alone;

• an amendment effected, necessitated or contemplated by a merger agreementthat has been approved under the terms of the SXE Partnership Agreement;

• any amendment that the general partner determines to be necessary orappropriate for the formation by the partnership of, or its investment in, anycorporation, partnership or other entity, as otherwise permitted by the SXEPartnership Agreement;

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

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

OpinionofCounselandUnitholderApproval.The general partner will not

be required to obtain an opinion of counsel that an amendment will not result in aloss of limited liability to the limited partners or result in the partnership beingtreated as an entity for federal income tax purposes in connection with any of theamendments described under “—No Unitholder Approval.” No otheramendments to the SXE Partnership Agreement will become effective withoutthe approval of holders of at least 90% of the outstanding units voting as a singleclass unless SXE first obtains an opinion of counsel to the effect that theamendment will not affect the limited liability under applicable law of any of thelimited partners.

In addition to the above restrictions, any amendment that would have amaterial adverse effect on the rights or preferences of any type or class ofoutstanding units in relation to other classes of units will require the approval ofat least a majority of the type or class of units so affected.

• an amendment that the general partner determines to be necessary orappropriate for the authorization of additional partnership securities orrights to acquire partnership securities;

• any amendment expressly permitted in the AMID Partnership Agreementto be made by the general partner acting alone;

• an amendment effected, necessitated or contemplated by a mergeragreement that has been approved under the terms of the AMIDPartnership Agreement;

• any amendment that the general partner determines to be necessary orappropriate for the formation by the partnership of, or its investment in,any corporation, partnership or other entity, as otherwise permitted by theAMID Partnership Agreement;

• mergers with or conveyances to another limited liability entity that isnewly formed and has no assets, liabilities or operations at the time of themerger or conveyance other than those it receives by way of the mergeror conveyance; or

• any other amendments substantially similar to the foregoing.

OpinionofCounselandUnitholderApproval.The general partner willnot be required to obtain an opinion of counsel that an amendment will notresult in a loss of limited liability to the limited partners or result in thepartnership being treated as an entity for federal income tax purposes if one ofthe amendments described above under “—No Unitholder Approval” shouldoccur. No other amendments to the AMID Partnership Agreement willbecome effective without the approval of holders of at least 90% of the unitsunless AMID obtains an opinion of counsel to the effect that the amendmentwill not affect the limited liability under applicable law of any limited partnerin the partnership.

In addition to the above restrictions, any amendment that would have amaterial adverse effect on the rights or preferences of any type or class ofoutstanding units in relation to other classes of units will require the approvalof at least a majority of the type or class of units so affected.

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Indemnification

SXE AMIDUnder the SXE Partnership Agreement, in most circumstances, SXE will

indemnify the following persons, to the fullest extent permitted by law, from andagainst all losses, claims, damages or similar events:

• the general partner;


• any person who is or was an affiliate of a general partner or any departinggeneral partner;

• any person who is or was a manager, managing member, general partner,director, officer, employee, agent, fiduciary or trustee of any entity set forth inthe preceding three bullet points;

• any person who is or was serving as manager, managing member, generalpartner, director, officer, employee, agent, fiduciary or trustee of anotherperson at the request of the general partner or any departing general partner;and

• any person designated by the general partner.

Any indemnification under these provisions will only be out of SXE’s assets.Unless it otherwise agrees, the general partner will not be personally liable for, orhave any obligation to contribute or loan funds or assets to SXE to enable SXE toeffectuate such indemnification. SXE may purchase insurance against liabilitiesasserted against and expenses incurred by persons for its activities, regardless ofwhether it would have the power to indemnify the person against liabilities underthe SXE Partnership Agreement.

Under the AMID Partnership Agreement, in most circumstances,AMID will indemnify the following persons, to the fullest extent permittedby law, from and against all losses, claims, damages or similar events:

• the general partner;


• any person who is or was an affiliate of a general partner or anydeparting general partner;

• any person who is or was a manager, managing member, generalpartner, director, officer, fiduciary or trustee of any entity set forth inthe preceding three bullet points;

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

• any person who controls a general partner or departing general partnerof AMID;

• any person designated by the general partner.

• Any indemnification under these provisions will only be out of AMID’sassets. Unless it otherwise agrees, the general partner will not bepersonally liable for, or have any obligation to contribute or loan fundsor assets to AMID to enable AMID to effectuate such indemnification.AMID may purchase insurance against liabilities asserted against andexpenses incurred by persons for its activities, regardless of whether itwould have the power to indemnify the person against liabilities underthe AMID Partnership Agreement.

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Conflicts of Interest

SXE AMIDThe SXE Partnership Agreement contains provisions that modify and limit the

general partner’s fiduciary duties to the unitholders. The SXE PartnershipAgreement also restricts the remedies available to unitholders for actions takenthat, without those limitations, might constitute breaches of fiduciary duty.

The general partner will not be in breach of its obligations under the SXEPartnership Agreement or its duties to SXE or unitholders if the resolution of theconflict is:

• approved by the conflicts committee of the board of directors, although thegeneral partner is not obligated to seek such approval;

• approved by the vote of a majority of the outstanding common units,excluding any common units owned by the general partner or any of itsaffiliates;

• on terms no less favorable to SXE than those generally being provided to oravailable from unrelated third parties; or

• fair and reasonable to SXE, taking into account the totality of the relationshipsamong the parties involved, including other transactions that may beparticularly favorable or advantageous to SXE.

The general partner may, but is not required to, seek the approval of such

resolution from the conflicts committee. Whenever the general partner makes adetermination to refer or to not refer any potential conflict of interest to theconflicts committee for special approval, to seek or not to seek unitholder approvalor to adopt a resolution or course of action that has not received special approval orunitholder approval, then the general partner shall be entitled, to the fullest extentpermitted by law, to make such determination free of any duty or obligationwhatsoever to SXE or any limited partner, and the general partner shall not, to thefullest extent permitted by law, be required to act in good faith or pursuant to anyother standard or duty imposed by the SXE Partnership Agreement or any otheragreement contemplated thereby or under applicable law.

The AMID Partnership Agreement contains provisions that modify andlimit the general partner’s fiduciary duties to the unitholders. The AMIDPartnership Agreement also restricts the remedies available to unitholdersfor actions taken that, without those limitations, might constitute breaches offiduciary duty.

The general partner will not be in breach of its obligations under theAMID Partnership Agreement or its duties to AMID or unitholders if theresolution of the conflict is:

• approved by the conflicts committee of the board of directors, althoughthe general partner is not obligated to seek such approval;

• approved by the vote of a majority of the outstanding AMID CommonUnits, excluding any AMID Common Units owned by the generalpartner or any of its affiliates;

• on terms no less favorable to AMID than those generally beingprovided to or available from unrelated third parties; or

• fair and reasonable to AMID, taking into account the totality of therelationships among the parties involved, including other transactionsthat may be particularly favorable or advantageous to AMID.

The general partner may, but is not required to, seek the approval of

such resolution from the conflicts committee. If the general partner does notseek approval from the conflicts committee and the board of directorsdetermines that the resolution or course of action taken with respect to theconflict of interest satisfies either of the standards set forth in the third andfourth bullet points above, then it will be presumed that, in making itsdecision, the board of directors acted in good faith, and in any proceedingbrought by or on behalf of any limited partner or the partnership, the personbringing or prosecuting such proceeding will have the burden of overcomingsuch presumption.

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Change of Management Provisions

SXE AMIDThe SXE Partnership Agreement contains specific provisions that are

intended to discourage a person or group from attempting to remove the generalpartner or otherwise change SXE’s management. If any person or group otherthan the general partner and its affiliates acquires beneficial ownership of 20% ormore of any class of units, that person or group loses voting rights on all of itsunits.

The AMID Partnership Agreement contains specific provisions that areintended to discourage a person or group from attempting to remove thegeneral partner or otherwise change AMID’s management. If any person orgroup other than the general partner and its affiliates acquires beneficialownership of 20% or more of any class of units, that person or group losesvoting rights on all of its units.

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Termination and Dissolution

SXE AMIDSXE will continue as a limited partnership until terminated under the SXE

Partnership Agreement. SXE will dissolve upon:

• an event of withdrawal of the general partner, unless a successor is electedpursuant to the SXE Partnership Agreement;

• the election of the general partner to dissolve the partnership, if approved bythe holders of units representing a unit majority;


• there being no limited partners, unless the partnership continued withoutdissolution in accordance with applicable Delaware law.

Upon a dissolution under the last clause above, the holders of a unit majority

may also elect, within specific time limitations, to reconstitute the partnership andcontinue its business on the same terms and conditions described in the SXEPartnership Agreement by forming a new limited partnership on terms identical tothose in the SXE Partnership Agreement and having as general partner an entityapproved by the holders of units representing a unit majority, subject to SXE’sreceipt of an opinion of counsel to the effect that:

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

• neither the partnership, the reconstituted limited partnership nor any of itssubsidiaries, would be treated as an association taxable as a corporation orotherwise be taxable as an entity for federal income tax purposes upon theexercise of that right to continue.

AMID will continue as a limited partnership until terminated under theAMID Partnership Agreement. AMID will dissolve upon:

• an event of withdrawal of the general partner, unless a successor iselected pursuant to the AMID Partnership Agreement;

• the election of the general partner to dissolve the partnership, ifapproved by the holders of units representing a unit majority;


• there being no limited partners, unless the partnership continuedwithout dissolution in accordance with applicable Delaware law.

Upon a dissolution under the last clause above, the holders of a unit

majority may also elect, within specific time limitations, to reconstitute thepartnership and continue its business on the same terms and conditionsdescribed in the AMID Partnership Agreement by forming a new limitedpartnership on terms identical to those in the AMID Partnership Agreementand having as general partner an entity approved by the holders of unitsrepresenting a unit majority, subject to AMID’s receipt of an opinion ofcounsel to the effect that:

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

• neither the partnership, the reconstituted limited partnership nor any ofits subsidiaries, would be treated as an association taxable as acorporation or otherwise be taxable as an entity for federal income taxpurposes upon the exercise of that right to continue.

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Liquidation

SXE AMIDUpon its dissolution, unless SXE is reconstituted and continued as a new

limited partnership, the general partner or liquidator authorized by the generalpartner to wind up SXE’s affairs will, acting with all of the powers of the generalpartner that are necessary or appropriate to liquidate SXE’s assets and apply theproceeds of the liquidation as provided in “— DistributionsofCashuponLiquidation.” The liquidator may defer liquidation or distribution of SXE’sassets for a reasonable period of time or distribute assets to partners in kind if itdetermines that a sale would be impractical or would cause undue loss to thepartners.

Upon its dissolution, unless AMID is reconstituted and continued as anew limited partnership, the liquidator authorized to wind up AMID’s affairswill, acting with all of the powers of the general partner that are necessary orappropriate to liquidate AMID’s assets and apply the proceeds of theliquidation as provided in “— DistributionsofCashuponLiquidation.” Theliquidator may defer liquidation or distribution of AMID’s assets for areasonable period of time or distribute assets to partners in kind if itdetermines that a sale would be impractical or would cause undue loss to thepartners.

Non-Citizen Assignees; Redemption

SXE AMIDIf SXE is or becomes subject to federal, state or local laws or regulations that,

in the reasonable determination of the general partner, create a substantial risk ofcancellation or forfeiture of any property that it has an interest in because of thenationality, citizenship or other related status of any limited partner, SXE mayredeem the units held by the limited partner at their current market price. In orderto avoid any cancellation or forfeiture, the general partner may require each limitedpartner to furnish information about his nationality, citizenship or related status. Ifa limited partner fails to furnish information about his nationality, citizenship orother related status within 30 days after a request for the information or the generalpartner determines after receipt of the information that the limited partner is not aneligible citizen, the limited partner may be treated as a non-citizen assignee. Anon-citizen assignee, is entitled to an interest equivalent to that of a limited partnerfor the right to share in allocations and distributions from SXE, includingliquidating distributions. A non-citizen assignee does not have the right to direct thevoting of his units and may not receive distributions in kind upon a liquidation ofthe partnership.

If AMID is or becomes subject to federal, state or local laws orregulations that, in the reasonable determination of the general partner,create a substantial risk of cancellation or forfeiture of any property that ithas an interest in because of the nationality, citizenship or other relatedstatus of any limited partner or assignee, AMID may redeem the units heldby the limited partner at their current market price. In order to avoid anycancellation or forfeiture, the general partner may require each limitedpartner to furnish information about his nationality, citizenship or relatedstatus. If a limited partner fails to furnish information about his nationality,citizenship or other related status within 30 days after a request for theinformation or the general partner determines after receipt of the informationthat the limited partner is not an eligible citizen, the limited partner may betreated as a non-citizen assignee. A non-citizen assignee, is entitled to aninterest equivalent to that of a limited partner for the right to share inallocations and distributions from AMID, including liquidating distributions.A non-citizen assignee does not have the right to direct the voting of hisunits and may not receive distributions in kind upon a liquidation of thepartnership.

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Transfer of Common Units; Status as Unitholder or Assignee

SXE AMIDBy transfer of SXE Common Units in accordance with the SXE Partnership

Agreement, each transferee of SXE Common Units will be admitted as a limitedpartner with respect to the SXE Common Units transferred when such transferand admission is reflected in SXE’s books and records. The general partner willcause any transfers to be recorded on SXE’s books and records no less frequentlythan quarterly. Each transferee:

• represents that the transferee has the capacity, power and authority tobecome bound by the SXE Partnership Agreement;

• automatically agrees to be bound by the terms and conditions of, and isdeemed to have executed, the SXE Partnership Agreement; and

• makes the consents, acknowledgements and waivers contained in the SXEPartnership Agreement.

A transferee will become a substituted limited partner of the partnership for

the transferred SXE Common Units automatically upon the recording of thetransfer on SXE’s books and records.

SXE may, at its discretion, treat the nominee holder of a common unit as theabsolute owner. In that case, the beneficial owner’s rights are limited solely tothose that it has against the nominee holder as a result of any agreement betweenthe beneficial owner and the nominee holder.

Common units are securities and are transferable according to the lawsgoverning transfers of securities. In addition to other rights acquired upontransfer, a transferor of common units gives a transferee of common units theright to become a substituted limited partner in the partnership for the transferredcommon units.

Until a common unit has been transferred on its books, SXE and the transferagent may treat the record holder of the common unit as the absolute owner forall purposes, except as otherwise required by law or stock exchange regulations

By transfer of AMID Common Units in accordance with the AMIDPartnership Agreement, each transferee of AMID Common Units will beadmitted as a limited partner with respect to the AMID Common Unitstransferred when such transfer and admission is reflected in AMID’s booksand records. The general partner will cause any transfers to be recorded onAMID’s books and records no less frequently than quarterly. Each transferee:

• represents that the transferee has the capacity, power and authority tobecome bound by the AMID Partnership Agreement;

• automatically agrees to be bound by the terms and conditions of, and isdeemed to have executed, the AMID Partnership Agreement; and

• makes the consents, acknowledgements and waivers contained in theAMID Partnership Agreement.

An assignee will become a substituted limited partner of the partnership

for the transferred AMID Common Units upon the consent of the generalpartner and the recording of the name of the assignee on AMID’s books andrecords. The general partner may withhold its consent in its sole discretion.

Transfer applications may be completed, executed and delivered by apurchaser’s broker, agent or nominee. AMID is entitled to treat the nomineeholder of a common unit as the absolute owner. In that case, the beneficialholders’ rights are limited solely to those that it has against the nomineeholder as a result of any agreement between the beneficial owner and thenominee holder.

Common units are securities and are transferable according to the lawsgoverning transfer of securities. In addition to other rights acquired, thepurchaser has the right to request admission as a substituted limited partner inthe partnership for the purchased AMID Common Units. A purchaser ofAMID Common Units who does not execute and deliver a transfer applicationobtains only:

• the right to assign the common unit to a purchaser or transferee; and

• the right to transfer the right to seek admission as a substituted limitedpartner in the partnership for the purchased AMID Common Units.

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SXE AMID

Thus, a purchaser of AMID Common Units who does not execute and delivera transfer application:

• will not receive cash distributions or federal income tax allocations,unless the AMID Common Units are held in a nominee or “street name”account and the nominee or broker has executed and delivered a transferapplication; and

• may not receive some federal income tax information or reports furnishedto record holders of AMID Common Units.

Until a common unit has been transferred on its books, AMID and the

transfer agent, notwithstanding any notice to the contrary, may treat the recordholder of the unit as the absolute owner for all purposes, except as otherwiserequired by law or stock exchange regulations.

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PROPOSAL NO. 1

THE MERGER

This proxy statement/prospectus is being furnished to you as a unitholder of SXE as part of the solicitation of proxies by the SXE GP Board for use at theSpecial Meeting to consider and vote upon a proposal to approve the Merger Agreement, which is attached as AnnexAto this proxy statement/prospectus, and theMerger.

The Merger cannot be completed without the approval of the proposal to approve the Merger Agreement and the Merger by the affirmative vote of theholders of a majority of Non-Affiliated SXE Common Units. If you do not vote, the effect will be the same as a vote “AGAINST” the proposal to approve theMerger Agreement and the Merger.

The SXE GP Board recommends a vote “FOR” the proposal to approve the Merger Agreement and the Merger.

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PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE MERGER-RELATED COMPENSATION FOR SXE NAMED EXECUTIVE OFFICERS

Merger-RelatedCompensation

Pursuant to Section 14A of the Exchange Act, this proxy statement/prospectus must include a proposal with respect to a non-binding advisory vote on thecompensation that may be paid or become payable to each of SXE’s named executive officers, as determined in accordance with Item 402(t) of Regulation S-K, inconnection with the Merger. Therefore, the SXE GP Board is asking the holders of SXE Common Units to approve the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to SXE’s named executive officers in connection with the Merger, as disclosed pursuantto Item 402(t) of Regulation S-K, in this Merger-related named executive officer compensation proposal, is hereby APPROVED.”

GoldenParachuteCompensation

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the Mergerwhich the current SXE GP named executive officers could receive in connection with the Merger, which is referred to as the “golden parachute” compensation. Theamounts in the table below were calculated using the following assumptions:

(i) the consummation of the Merger occurred on January 31, 2018;

(ii) the price per unit of SXE Common Units for purposes of calculating the value of accelerated equity awards is $1.87, which is the average closing marketprice of SXE Common Units over the first five business days following the first public announcement of the Merger; and

(iii) the named executive officers were terminated without cause or resigned for good reason, in each case, immediately following the Merger.

Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by anyof the named executive officers may differ materially from the amounts set forth below.

Name

Cash

Equity (3)

Perquisites/Benefits (4)

Other (5)

Total Severance (1)

2017Bonus

Award (2) Bruce Williamson $ 1,000,000 $ N/A $ N/A $ N/A $ 1,500,000 $ 2,500,000 Joel Moxley $ 1,389,500 $ 297,750 $ 28,050 $ 30,967 $ 920,000 $ 2,666,267 Kelly Jameson $ 1,085,000 $ 232,500 $ 20,260 $ 40,690 $ 710,000 $ 2,088,450 Bret Allan $ 1,155,000 $ 247,500 $ 22,440 $ 42,746 $ 860,000 $ 2,327,686 (1) Amounts shown represent double trigger cash severance amounts that are payable in the event the named executive officer is terminated without cause or

resigns for good reason, other than Mr. Williamson, within 12 months following the Merger. See the section above titled “ TheMerger—InterestsofDirectorsandExecutiveOfficersofSXEGPintheTransaction—SeveranceArrangements” for more information.

(2) Amount shown for each named executive officer includes the maximum amount of such named executive officer’s target annual cash bonus opportunity forfiscal year 2017 which was determined by SXE GP in connection with the transactions contemplated by the Merger Agreement and payable at the closing ofthe Merger.

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(3) Amounts shown reflect single trigger accelerated vesting of unvested SXE LTIP Units as of immediately prior to the Effective Time, assuming a price perunit of SXE Common Units of $1.87. See the section above titled “ TheMerger—InterestsofDirectorsandExecutiveOfficersofSXEGPintheTransaction—TreatmentofSXEEquity-BasedAwards” for more information.

(4) Amount shown for each of Moxley, Jameson, and Allan represents 18 months of healthcare continuation premiums pursuant to COBRA which would bepayable over a period of 18 months following the named executive officer’s termination without cause or resignation for good reason pursuant to the termsof his severance agreement.

(5) Amount shown for the executive is the Transaction Bonus payable pursuant to the bonus agreements dated March 27, 2017 and the 2016 cash-based long-term incentive awards under the 2016 LTIP. See the sections above titled “ TheMerger—InterestsofDirectorsandExecutiveOfficersofSXEGPintheMerger—TransactionBonuses” and TheMerger—InterestsofDirectorsandExecutiveOfficersofSXEGPintheMerger—2016Cash-BasedLTIPAwards”for more information.

Narrative Disclosure to Golden Parachute Compensation Table

For additional information relating to the named executive officers’ severance arrangements, the treatment of SXE equity-based awards and 2017 bonusawards that may become payable in connection with the Merger, see the section entitled “ TheMerger—InterestsofDirectorsandExecutiveOfficersofSXEGPintheTransaction.”

Completion of the Merger is not conditioned on approval of the Advisory Compensation Proposal.

Vote Required and SXE GP Board Recommendation

The vote on this proposal is a vote separate and apart from the vote to approve the Merger Proposal. Accordingly, holders of SXE Common Units may votenot to approve the Advisory Compensation Proposal and vote to approve the Merger Proposal or vice versa. The vote to approve the Advisory CompensationProposal is advisory in nature and, therefore, is not binding on SXE or the SXE GP Board or its compensation committee, regardless of whether the Mergerproposal is approved. Approval of the Advisory Compensation Proposal is not a condition to completion of the Merger, and failure to approve this advisory matterwill have no effect on the vote to approve the Merger Proposal. The Merger-related named executive officer compensation to be paid in connection with the Mergeris generally based on contractual arrangements with the named executive officers, and accordingly the outcome of this advisory vote will not affect the obligationto make these payments.

If a quorum is present at the meeting, holders of at least a majority of the outstanding SXE Common Units must vote in favor of the proposal; provided that,if a quorum is not present at the meeting, the affirmative vote of holders of a majority of the outstanding SXE Common Units entitled to vote at such meetingrepresented either in person or by proxy will be required to approve the proposal. Accordingly, abstentions will have the same effect as votes “AGAINST” approvaland if you fail to cast your vote in person or by proxy or fail to give voting instructions to your broker, bank or other nominee and are otherwise represented inperson or by proxy, it will have the same effect as a vote “AGAINST” the proposal.

The SXE GP Board unanimously recommends that you vote “FOR” the Advisory Compensation Proposal.

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LEGAL MATTERS

The validity of the AMID Common Units to be issued to the SXE Unitholders in the Merger will be passed upon by Gibson, Dunn & Crutcher LLP, counselto AMID. Certain legal matters relating to U.S. federal income tax matters will be passed upon for AMID by Gibson, Dunn & Crutcher LLP. Certain U.S. federalincome tax consequences of the Merger will be passed upon for SXE by Locke Lord LLP.

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EXPERTS

AMID

The consolidated financial statements incorporated in this proxy statement/prospectus by reference to American Midstream Partners, LP’s Current Report onForm 8-K dated December 6, 2017 and management’s assessment of the effectiveness of internal control over financial reporting (which is included inManagement’s Report on Internal Control over Financial Reporting) and incorporated in this proxy statement/prospectus by reference to the Annual Report onForm 10-K of American Midstream Partners, LP for the year ended December 31, 2016 have been so incorporated in reliance on the report (which contains anadverse opinion on the effectiveness of internal control over financial reporting and which contains an explanatory paragraph due to the exclusion of certainelements of internal control over financial reporting of JP Energy Partners, LP, which American Midstream Partners, LP acquired during 2017) ofPricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Pinto Offshore Holdings, LLC as of December 31, 2016 and 2015 and for the year ended December 31, 2016 and period fromSeptember 9, 2015 (inception) through December 31, 2015, incorporated by reference in this prospectus and in the registration statement, have been soincorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, given on the authority of said firm as experts inauditing and accounting.

The financial statements of Delta House FPS, LLC as of December 31, 2016 and 2015 and for each of the two years in the period ended December 31, 2016,incorporated by reference in this prospectus and in the registration statement, have been so incorporated in reliance on the report of BDO USA, LLP, anindependent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Delta House FPS, LLC as of and for the year ended December 31, 2014, appearing in American Midstream Partners, LP’sCurrent Report on Form 8-K/A filed on October 23, 2015 and incorporated by reference in this prospectus and in the registration statement have been audited byBDO USA, LLP, an independent auditor, as stated in their report incorporated by reference herein.

The financial statements of Delta House Oil and Gas Lateral, LLC as of December 31, 2016 and 2015 and for each of the two years in the period endedDecember 31, 2016, incorporated by reference in this prospectus and in the registration statement, have been so incorporated in reliance on the report of BDO USA,LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Delta House Oil and Gas Lateral, LLC as of and for the year ended December 31, 2014, appearing in American MidstreamPartners, LP’s Current Report on Form 8-K/A filed on October 23, 2015 and incorporated by reference in this prospectus and in the registration statement havebeen audited by BDO USA, LLP, an independent auditor, as stated in their report incorporated by reference herein.

The financial statements of Destin Pipeline Company, L.L.C. as of and for the year ended December 31, 2016, incorporated in this proxystatement/prospectus by reference to the Annual Report on Form 10-K of American Midstream Partners, LP for the year ended December 31, 2016, have been soincorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm asexperts in auditing and accounting.

The financial statements of Destin Pipeline Company, L.L.C. as of December 31, 2015 and 2014 and for the years then ended appearing in AmericanMidstream Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2016 have been audited by Ernst & Young LLP, independent auditors, asset forth in their report thereon, and included therein, incorporated herein by reference. Such financial statements are incorporated herein by reference in relianceupon such report given on the authority of such firm as experts in accounting and auditing.

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The financial statements of Tri-States NGL Pipeline, L.L.C. as of and for the year then ended December 31, 2016, appearing in American MidstreamPartners, LP’s Annual Report on Form 10-K for the year ended December 31, 2016, have been audited by Deloitte & Touche LLP, independent auditors, as statedin their report, which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upontheir authority as experts in accounting and auditing.

The financial statements of Tri-States NGL Pipeline, L.L.C. as of December 31, 2015 and 2014 and for the years then ended appearing in AmericanMidstream Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2016 have been audited by Ernst & Young LLP, independent auditors, asset forth in their report thereon, and included therein, incorporated herein by reference. Such financial statements are incorporated herein by reference in relianceupon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of Okeanos Gas Gathering Company, LLC as of and for the year ended December 31, 2016 incorporated in this proxystatement/prospectus by reference to the Annual Report on Form 10-K of American Midstream Partners, LP for the year ended December 31, 2016, have been soincorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm asexperts in auditing and accounting.

The financial statements of Okeanos Gas Gathering Company, LLC as of December 31, 2015 and 2014 and for the years then ended appearing in AmericanMidstream Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2016 have been audited by Ernst & Young LLP, independent auditors, asset forth in their report thereon, and included therein, incorporated herein by reference. Such financial statements are incorporated herein by reference in relianceupon such report given on the authority of such firm as experts in accounting and auditing.

The financial statements of Main Pass Oil Gathering Company, LLC as of December 31, 2016 and 2015 and for each of the two years in the period endedDecember 31, 2016, incorporated by reference in this prospectus and in the registration statement, have been so incorporated in reliance on the report of BDO USA,LLP, an independent auditor, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Main Pass Oil Gathering Company as of December 31, 2014 and 2013 and for the years then ended appearing in AmericanMidstream Partners, LP’s Annual Report on Form 10-K for the year ended December 31, 2016 have been audited by Ernst & Young LLP, independent auditors, asset forth in their report thereon, and included herein, incorporated therein by reference. Such financial statements are incorporated herein by reference in relianceupon such report given on the authority of such firm as experts in accounting and auditing.

SXH

The combined financial statements of Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings GuarantorLP (collectively, the “SXH”) as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016 appearing in the CurrentReport on Form 8-K of American Midstream Partners, LP dated December 14, 2017, which is incorporated by reference in this Prospectus, have been audited byDeloitte & Touche LLP, independent auditors, as stated in their report (which report expresses an unqualified opinion and includes an emphasis of a matterparagraph relating to (1) the Company obtaining a commitment from Southcross Holdings LP to assist the Company in maintaining compliance with the terms ofits debt covenants, (2) Southcross Holdings LP, together with the Company (other than Southcross Energy Partners, L.P. (“SXE”), SXE’s general partner andSXE’s subsidiaries), commenced voluntary petitions under Chapter 11 of the United States Bankruptcy Code on March 28, 2016 and subsequently emerged frombankruptcy on April 13, 2016 and (3) the pending acquisition of the Company by American Midstream Partners, LP), which is incorporated herein by reference.Such financial statements have been so

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incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

SXE

The consolidated financial statements of SXE, incorporated in this proxy statement/prospectus by reference from SXE’s Annual Report on Form 10-K forthe year ended December 31, 2016 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (whichreport expresses an unqualified opinion and includes an explanatory paragraph relating to SXE obtaining a commitment from Southcross Holdings LP to assist SXEin maintaining compliance with the terms of its debt covenants), which is incorporated herein by reference. Such financial statements have been so incorporated inreliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

This proxy statement/prospectus incorporates documents by reference which are not presented in or delivered with this proxy statement/prospectus. Youshould rely only on the information contained in this proxy statement/prospectus and in the documents that AMID and SXE have incorporated by reference intothis proxy statement/prospectus. AMID and SXE have not authorized anyone to provide you with information that is different from or in addition to the informationcontained in this document or incorporated by reference into this proxy statement/prospectus.

AMID and SXE file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports,statements or other information filed by AMID and SXE at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SECat (800) SEC-0330 for further information on the operation of the Public Reference Room.

The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronicallywith the SEC, including AMID and SXE, at www.sec.gov. You may also access the SEC filings and obtain other information about AMID and SXE through thewebsites maintained by AMID and SXE, which are www.americanmidstream.com and www.southcrossenergy.com, respectively. The information contained inthose websites is not incorporated by reference in this proxy statement/prospectus.

AMID’s Filings (SEC File No. 001-35257)

The following documents, which were filed by AMID with the SEC, and any future filings AMID makes with the SEC under Sections 13(a), 13(c), 14 or15(d) of the Exchange Act after the date of the initial registration statement (of which this proxy statement/prospectus forms a part) and prior to the effectiveness ofthe registration statement, as well as between the date of this proxy statement/prospectus and the date on which the special meeting of SXE’s unitholders is held,are incorporated by reference into this proxy statement/prospectus (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report onForm 8-K, or the exhibits related thereto under Item 9.01):

• Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 28, 2017 (Part II, Item 6, Part II, Item 7 and Part II, Item 8 havebeen superseded by recasted information filed by us on a Current Report on Form 8-K on September 18, 2017 and were subsequently superseded byrecasted information filed by us on a Current Report on Form 8-K on December 7, 2017, as amended by a Current Report on Form 8-K/A filed onDecember 12, 2017);

• Quarterly Reports on Form 10-Q for the quarter ended March 31, 2017, filed on May 15, 2017, for the quarter ended June 30, 2017, filed on

August 10, 2017, and for the quarter ended September 30, 2017, filed on November 9, 2017, as amended by a Quarterly Report on Form 10-Q/A filedon December 12, 2017;

• Current Reports on Form 8-K filed on January 4, 2017, January 6, 2017, March 7, 2017, March 8, 2017 (as amended by a Current Report on Form8-K/A filed on May 24, 2017), March 14, 2017, May 31, 2017, June 1, 2017, July 14, 2017, July 25, 2017, August 9, 2017, August 15, 2017,September 8, 2017, September 11, 2017, September 18, 2017, September 19, 2017, October 3, 2017 (as amended by a Current Report on Form 8-K/Afiled on December 11, 2017), October 30, 2017, November 1, 2017 (excluding Exhibits 99.1, 99.2 and 99.3), December 7, 2017 (excluding Exhibits99.1 and 99.2; as amended by a Current Report on Form 8-K/A filed on December 12, 2017), December 14, 2017, December 19, 2017, andJanuary 31, 2018;

• The description of the AMID Common Units contained in the Registration Statement filed on Form 8-A filed on July 26, 2011, and including anyother amendments or reports filed for the purpose of updating such description.

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SXE ’ s Filings (SEC File No. 001-35719)

The following documents, which were filed by SXE with the SEC, and any future filings SXE makes with the SEC under Sections 13(a), 13(c), 14 or 15(d)of the Exchange Act after the date of the initial registration statement (of which this proxy statement/prospectus forms a part) and prior to the effectiveness of theregistration statement, as well as between the date of this proxy statement/prospectus and the date on which the special meeting of SXE’s unitholders is held, areincorporated by reference into this proxy statement/prospectus (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form8-K, or the exhibits related thereto under Item 9.01):

• Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 9, 2017;

• Quarterly Reports on Form 10-Q for the quarter ended March 31, 2017, filed on May 9, 2017, for the quarter ended June 30, 2017, filed on August 9,2017, and for the quarter ended September 30, 2017, filed on November 13, 2017;

• Current Report on Form 8-K filed on January 3, 2017, January 9, 2017, February 27, 2017, March 9, 2017, March 27, 2017, May 9, 2017, August 8,2017, November 2, 2017, November 13, 2017, November 20, 2017, January 22, 2018, February 1, 2018 and February 5, 2018; and

• The description of the SXE Common Units contained in the Registration Statement filed on Form 8-A filed on October 26, 2012, and including anyother amendments or reports filed for the purpose of updating such description.

In addition, all documents filed by AMID and SXE pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information furnishedpursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K or the exhibits related thereto under Item 9.01) after the date of this initial registrationstatement (of which the proxy statement/prospectus forms a part) and prior to the effectiveness of the registration statement, as well as between the date of thisproxy statement/prospectus and the date of the Special Meeting are deemed to be incorporated by reference into, and to be a part of, this registration statement (ofwhich the proxy statement/prospectus forms a part) from the date of filing of those documents.

Any statement contained in this proxy statement/prospectus or in a document incorporated or deemed to be incorporated by reference into this proxystatement/prospectus will be deemed to be modified or superseded for purposes of this proxy statement/prospectus to the extent that a statement contained in thisproxy statement/prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this proxy statement/prospectus modifiesor supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxystatement/prospectus.

AMID has supplied all information contained or incorporated by reference in this proxy statement/prospectus about AMID, and SXE has supplied allinformation contained or incorporated by reference in this proxy statement/prospectus about SXE.

You can also obtain the documents incorporated by reference in the proxy statement/prospectus and any exhibit specifically incorporated by reference in thedocuments it incorporates by reference, without charge, by requesting them in writing or by telephone from the appropriate company at the addresses and telephonenumbers listed below. To obtain timely delivery, you must request the information no later than five business days before you must make your investment decision.


Houston, TX 77042Attn: Legal Department

(346) 241-3400


Dallas, TX 75201Attn: Corporate Secretary

(214) 979-3700

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In addition, if you have questions about the Merger or the Special Meeting, or if you need to obtain copies of the accompanying proxy statement/prospectus,proxy cards, election forms or other documents incorporated by reference in the proxy statement/prospectus, you may contact the appropriate contact listed above.You will not be charged for any of the documents you request.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this proxystatement/prospectus, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitationof an offer or proxy solicitation in such jurisdiction. Neither the delivery of this proxy statement/prospectus nor any distribution of securities pursuant to this proxystatement/prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated into thisproxy statement/prospectus by reference or in the affairs of AMID and SXE since the date of this proxy statement/prospectus.

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A nnex A

AGREEMENT AND PLAN OF MERGER

DATED AS OF OCTOBER 31, 2017

AMONG

AMERICAN MIDSTREAM PARTNERS, LP

AMERICAN MIDSTREAM GP, LLC

SOUTHCROSS ENERGY PARTNERS, L.P.

SOUTHCROSS ENERGY PARTNERS GP, LLC

AND

CHEROKEE MERGER SUB LLC

Table of Contents

TABLE OF CONTENTS Page ARTICLE I THE MERGER A-2

Section 1.1 The Merger A-2

Section 1.2 Closing A-2

Section 1.3 Effective Time A-2

Section 1.4 Effects of the Merger A-2

Section 1.5 Organizational Documents of the Surviving Entity A-2

ARTICLE II EFFECT ON UNITS A-2

Section 2.1 Effect of Merger A-2

Section 2.2 Exchange of Certificates A-3

Section 2.3 Treatment of the SXE LTIP Units A-6

Section 2.4 Adjustments A-6

Section 2.5 No Dissenters’ Rights A-6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SXE ENTITIES A-6

Section 3.1 Organization, Standing and Power A-6

Section 3.2 Capitalization A-7

Section 3.3 Authority; Noncontravention; Voting Requirements A-8

Section 3.4 Governmental Approvals A-9

Section 3.5 SXE SEC Documents; Undisclosed Liabilities A-9

Section 3.6 Absence of Certain Changes or Events A-10

Section 3.7 Legal Proceedings A-10

Section 3.8 Compliance with Laws; Permits A-11

Section 3.9 Information Supplied A-11

Section 3.10 Tax Matters A-12

Section 3.11 Employee Benefits A-13

Section 3.12 Labor Matters A-14

Section 3.13 Environmental Matters A-15

Section 3.14 Contracts A-15

Section 3.15 Property A-15

Section 3.16 Intellectual Property A-16

Section 3.17 Insurance A-16

Section 3.18 Opinion of Financial Advisor A-16

Section 3.19 Brokers and Other Advisors A-16

Section 3.20 State Takeover Statutes A-17

Section 3.21 Regulatory Matters A-17

Section 3.22 No Other Representations or Warranties A-17

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TABLE OF CONTENTS (continued) Page ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE AMID ENTITIES A-17

Section 4.1 Organization, Standing and Power A-17

Section 4.2 Capitalization A-18

Section 4.3 Authority; Noncontravention; Voting Requirements A-19

Section 4.4 Governmental Approvals A-20

Section 4.5 AMID SEC Documents; Undisclosed Liabilities A-20

Section 4.6 Absence of Certain Changes or Events A-21

Section 4.7 Legal Proceedings A-21

Section 4.8 Compliance with Laws; Permits A-22

Section 4.9 Information Supplied A-22


Section 4.11 Employee Benefits A-24

Section 4.12 Labor Matters A-25

Section 4.13 Environmental Matters A-25

Section 4.14 Contracts A-26

Section 4.15 Property A-26

Section 4.16 Brokers and Other Advisors A-27

Section 4.17 Regulatory Matters A-27

Section 4.18 Financing A-27

Section 4.19 No Other Representations or Warranties A-27

ARTICLE V ADDITIONAL COVENANTS AND AGREEMENTS A-27

Section 5.1 Preparation of the Registration Statement and the Proxy Statement; SXE Unitholders Meeting A-27

Section 5.2 Conduct of Business A-28

Section 5.3 No Solicitation A-32

Section 5.4 Reasonable Best Efforts A-34

Section 5.5 Public Announcements A-36

Section 5.6 Access to Information; Confidentiality A-36

Section 5.7 Notification of Certain Matters A-38

Section 5.8 Indemnification and Insurance A-38

Section 5.9 Securityholder Litigation A-39

Section 5.10 Fees and Expenses A-39

Section 5.11 Section 16 Matters A-39

Section 5.12 Listing A-39

Section 5.13 Distributions A-40

Section 5.14 Employee Matters A-40

Section 5.15 SXE Credit Facilities; Backstop Letter A-41


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TABLE OF CONTENTS (continued) Page ARTICLE VI CONDITIONS PRECEDENT A-41

Section 6.1 Conditions to Each Party’s Obligation to Effect the Merger A-41

Section 6.2 Conditions to Obligations of AMID to Effect the Merger A-43

Section 6.3 Conditions to Obligation of SXE to Effect the Merger A-43

Section 6.4 Frustration of Closing Conditions A-44

ARTICLE VII TERMINATION A-44

Section 7.1 Termination A-44

Section 7.2 Effect of Termination A-45

Section 7.3 Fees and Expenses A-45

ARTICLE VIII MISCELLANEOUS A-46

Section 8.1 No Survival, Etc. A-46

Section 8.2 Amendment or Supplement; Determinations; Approvals and Consents A-46

Section 8.3 Extension of Time, Waiver, Etc A-47

Section 8.4 Assignment A-47

Section 8.5 Counterparts A-47

Section 8.6 Entire Agreement; No Third-Party Beneficiaries A-47

Section 8.7 Governing Law; Jurisdiction; Waiver of Jury Trial A-47

Section 8.8 Specific Enforcement A-48

Section 8.9 Notices A-48

Section 8.10 Severability A-49

Section 8.11 Interpretation A-49

Section 8.12 Non-Recourse A-50

Section 8.13 Definitions A-51

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INDEX OF DEFINED TERMS

Defined Term Where UsedAffiliate Section 8.13Agreement PreambleAMID PreambleAMID Benefit Plans Section 4.11(a)AMID Charter Documents Section 8.13AMID Confidentiality Agreement Section 5.6(a)AMID Disclosure Schedule Article IVAMID Entities PreambleAMID Equity Plans Section 4.2(a)AMID Expenses Section 7.3(e)AMID GP PreambleAMID GP Board RecitalsAMID GP Charter Documents Section 8.13AMID GP Interest Section 4.2(a)AMID Incentive Distribution Right Section 8.13AMID Joint Ventures Section 8.13AMID Limited Partner Section 8.13AMID Material Adverse Effect Section 4.1(a)AMID Material Contract Section 4.14(a)AMID Partnership Agreement Section 8.13AMID Partnership Agreement Amendment RecitalsAMID Partnership Interest Section 8.13AMID Permits Section 4.8(b)AMID SEC Documents Section 4.5(a)AMID Series A Units Section 4.2(a)AMID Series C Units Section 4.2(a)AMID Subsidiary Documents Section 4.1(d)AMID Unit Section 8.13AMID Unitholders Section 8.13Antitrust Laws Section 8.13Balance Sheet Date Section 3.5(d)Book-Entry Units Section 2.1(e)business day Section 8.13Certificate Section 2.1(e)Certificate of Merger Section 1.3Class B Convertible Unit Section 8.13Clayton Act Section 8.13Closing Section 1.2Closing Date Section 1.2Code Section 2.2(j)Common Unit Section 8.13Common Unitholders Section 8.13Confidential Disclosure Letter Section 8.13Contract Section 3.3(b)DCP Section 5.14(d)Debt Financing Source Section 8.13Disclosure Schedule Section 8.13DLLCA Section 8.13DRULPA Section 8.13

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INDEX OF DEFINED TERMS (continued)

Defined Term Where UsedEffective Time Section 1.3Environmental Law Section 8.13Environmental Permit Section 8.13ERISA Section 3.11(a)ERISA Affiliate Section 8.13Exchange Act Section 3.4Exchange Agent Section 2.2(a)Exchange Fund Section 2.2(b)Exchange Ratio Section 2.1(a)Federal Trade Commission Act Section 8.13GAAP Section 8.13Governmental Authority Section 8.13Hazardous Substance Section 8.13Holdings Contribution RecitalsHoldings Contribution Agreement RecitalsHSR Act Section 8.13ICA Section 3.20(b)Indemnified Person Section 5.8(a)Inspecting Parties Section 5.6(d)Inspection Indemnitees Section 5.6(d)Knowledge Section 8.13Law Section 3.8(a)Laws Section 3.8(a)Lender Payoff Letter Section 5.15(a)Liens Section 3.1(c)LTIP Section 8.13Material Adverse Effect Section 8.13Maximum Amount Section 5.8(c)Merger Section 1.1Merger Sub PreambleMerger Consideration Section 2.1(a)Multiemployer Plan Section 8.13NGA Section 3.20(a)NGPA Section 3.20(a)NYSE Section 8.13Outside Date Section 7.1(b)(i)Outstanding Section 8.13Party or Parties PreamblePayoff Letters Section 5.15(b)Permit Section 8.13Person Section 8.13Pre-Closing Tax Period Section 8.13Proceeding Section 5.8(a)Proxy Statement Section 3.4Qualifying Notes Payoff Letter Section 5.15(b)Registration Statement Section 3.9Representatives Section 5.3(a)Restraints Section 6.1(c)rights-of-way Section 3.15(b)

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Defined Term Where UsedRisk Management Policy Section 8.13Sarbanes-Oxley Act Section 3.5(a)SEC Section 8.13Section 707 Consideration Section 2.2(k)Securities Act Section 3.1(c)Series A Unit Section 8.13Series C Unit Section 8.13Series D Unit Section 8.13Sherman Act Section 8.13Southcross Holdings RecitalsSouthcross Holdings Affiliate Section 2.1(a)Subordinated Unit Section 8.13Subordinated Unitholder Section 8.13Subsidiary Section 8.13Support Agreement RecitalsSurviving Entity Section 1.1SXE PreambleSXE Adverse Recommendation Change Section 5.3(a)SXE Alternative Proposal Section 8.13SXE Benefit Plans Section 3.11(a)SXE Board Recommendation Section 5.1(b)SXE Charter Documents Section 3.1(d)SXE Conflicts Committee Financial Advisor Section 3.18SXE Credit Facility Section 5.2(a)(ii)SXE Designated Proposal Section 8.13SXE Designated Proposal Notice Section 5.3(d)(i)(C)SXE Designated Proposal Notice Period Section 5.3(d)(i)(D)SXE Disclosure Schedule Article IIISXE Employee Section 5.14(a)SXE Entities PreambleSXE Equity Plans Section 8.13SXE General Partner Interest Section 8.13SXE General Partner Units Section 8.13SXE GP PreambleSXE GP Board RecitalsSXE GP Charter Documents Section 8.13SXE Incentive Distribution Right Section 8.13SXE Intellectual Property Section 3.16SXE Joint Ventures Section 8.13SXE Limited Partner Section 8.13SXE Limited Partner Interest Section 8.13SXE LTIP Unit Section 8.13SXE Material Adverse Effect Section 3.1(a)SXE Material Contract Section 3.14(a)SXE Partnership Agreement Section 8.13SXE Partnership Interest Section 8.13SXE Permits Section 3.8(b)SXE Recommendation Change Notice Section 5.3(d)(ii)(A)SXE Recommendation Change Notice Period Section 5.3(d)(ii)(B)

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Defined Term Where UsedSXE Revolving Credit Agreement Section 8.13SXE SEC Documents Section 3.5(a)SXE Security Section 8.13SXE Subsidiary Documents Section 3.1(d)SXE Unitholder Section 8.13SXE Unitholder Approval Section 3.3(c)SXE Unitholders Meeting Section 5.1(b)SXE Term Loan Section 8.13SXE Termination Fee Section 7.3(a)Tax Section 8.13Tax Return Section 8.13Taxes Section 8.13TBOC Section 8.13Unaffiliated Common Unitholders RecitalsWARN Act Section 3.12(b)Willful Breach Section 8.13

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of October 31, 2017 (this “ Agreement ”), is by and among Southcross Energy Partners, L.P., aDelaware limited partnership (“ SXE ”), Southcross Energy Partners GP, LLC, a Delaware limited liability company and the general partner of SXE (“ SXE GP ”and together with SXE, the “ SXE Entities ”), American Midstream Partners, LP, a Delaware limited partnership (“ AMID ”), American Midstream GP, LLC, aDelaware limited liability company and the general partner of AMID (“ AMID GP ” and together with AMID, the “ AMID Entities ”), and Cherokee Merger SubLLC, a Delaware limited liability company and a wholly-owned subsidiary of AMID (“ Merger Sub ”). Each of the SXE Entities, the AMID Entities and MergerSub are referred to herein individually as a “ Party ” and collectively as the “ Parties .”

W I T N E S S E T H:

WHEREAS, the Conflicts Committee (the “ SXE Conflicts Committee ”) of the Board of Directors of SXE GP (the “ SXE GP Board ”), by unanimousvote, at a meeting duly called and held, (a) determined that this Agreement and the transactions contemplated hereby, including the Merger (as defined herein), arein the best interest of SXE and its Subsidiaries and the Common Unitholders (as defined herein) other than SXE GP, AMID and their respective Affiliates(collectively, the “ Unaffiliated Common Unitholders ”), (b) approved this Agreement and the transactions contemplated hereby, including the Merger (asdefined herein), and (c) resolved to recommend to the SXE GP Board approval of this Agreement and the transactions contemplated hereby, including the Merger;

WHEREAS, upon the receipt of such approval and recommendation of the SXE Conflicts Committee, at a meeting duly called and held, the SXE GP Boardunanimously (a) approved this Agreement and the transactions contemplated hereby, including the Merger, (b) directed that this Agreement be submitted to a voteof the SXE Limited Partners (as defined herein), and (c) resolved to recommend approval of this Agreement by the SXE Limited Partners;

WHEREAS, at a meeting duly called and held, the AMID GP Board unanimously approved by vote of the directors present this Agreement, the HoldingsContribution Agreement (as defined herein) and the transactions contemplated hereby and thereby, including the Merger and the Holdings Contribution;

WHEREAS, contemporaneously with the execution and delivery of this Agreement and as a condition to the Parties’ willingness to enter into thisAgreement, subject to the terms and conditions set forth herein, Southcross Holdings LP (“ Southcross Holdings ”) and certain of its affiliates entered into a votingsupport agreement (the “ Support Agreement ”) in connection with the Merger with respect to, among other things, voting their Subordinated Units and Class BConvertible Units (as defined herein) in favor of the Merger and the approval of this Agreement and the transactions contemplated hereby;

WHEREAS, contemporaneously with the execution and delivery of this Agreement, each of AMID’s Series A Preferred Unit Partner and Series C PreferredUnit Partner (each as defined in the AMID Partnership Agreement) has delivered its written consent approving this Agreement, the Holdings ContributionAgreement, and the transactions contemplated hereby and thereby, including the Merger and the Holdings Contribution, as required under the AMID PartnershipAgreement; and

WHEREAS, immediately prior to the Effective Time, and as a condition to the Closing hereunder, Southcross Holdings will contribute to AMID all of theissued and outstanding limited liability company interests of a newly-formed limited liability company that will be a wholly-owned subsidiary of SouthcrossHoldings and that will hold, directly or indirectly, all of the SXE Securities beneficially owned by Southcross Holdings and the Equity Interests of SXE GP (the “Holdings Contribution ”), pursuant to a Contribution Agreement dated as of the date of this Agreement (the “ Holdings Contribution Agreement ”).

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NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legallybound, the Parties agree as follows:

ARTICLE ITHE MERGER

Section 1.1 The Merger . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DRULPA and the DLLCA, atthe Effective Time, SXE shall be merged with Merger Sub (the “ Merger ”), the separate limited liability company existence of Merger Sub will cease, and SXEwill continue its existence as a limited partnership under Delaware law as the surviving entity in the Merger and an indirect but economically wholly-ownedSubsidiary of AMID (the “ Surviving Entity ”).

Section 1.2 Closing . Subject to the provisions of Article VI , the closing of the Merger (the “ Closing ”) shall take place at the offices of Gibson, Dunn &Crutcher LLP, 1221 McKinney Street, Houston, Texas 77010 at 9:00 A.M., local time, on the second business day after the satisfaction or waiver of the conditionsset forth in Article VI (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or atsuch other place, date and time as SXE and AMID shall agree. The date on which the Closing actually occurs is referred to as the “ Closing Date .”

Section 1.3 Effective Time . Subject to the provisions of this Agreement, at the Closing, AMID shall cause a certificate of merger effecting the Merger,executed in accordance with the relevant provisions of the DRULPA and the DLLCA (the “ Certificate of Merger ”), to be duly filed with the Secretary of State ofthe State of Delaware. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State ofDelaware or at such later date or time as may be agreed by SXE and AMID in writing and specified in the Certificate of Merger (the effective time of the Mergerbeing hereinafter referred to as the “ Effective Time ”).

Section 1.4 Effects of the Merger . The Merger shall have the effects set forth herein and in the applicable provisions of the DRULPA and the DLLCA.

Section 1.5 Organizational Documents of the Surviving Entity .

(a) At the Effective Time, the certificate of limited partnership of SXE as in effect immediately prior to the Effective Time shall remain unchangedand shall be the certificate of limited partnership of the Surviving Entity from and after the Effective Time, and thereafter may be amended as provided therein orby Law, in each case consistent with the obligations set forth in Section 5.8 .

(b) At the Effective Time, by virtue of the Merger and without any action on the part of SXE GP, AMID GP or their respective members, (i) the SXEPartnership Agreement shall remain unchanged and shall continue in effect until thereafter changed or amended as provided therein or by applicable Law and(ii) all limited partners of SXE immediately prior to the Effective Time shall simultaneously cease to be limited partners of SXE.

ARTICLE IIEFFECT ON UNITS

Section 2.1 Effect of Merger . At the Effective Time, by virtue of the Merger and without any action on the part of SXE GP, SXE, AMID GP, AMID or theholder of any securities of SXE:

(a) Conversion of Common Units . Subject to Section 2.1(c) , Section 2.2(h) and Section 2.4 , (i) each Common Unit issued and outstanding as ofimmediately prior to the Effective Time (other than Common Units

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held by Southcross Holdings or any of its Subsidiaries) shall be converted into the right to receive 0.160 (the “ Exchange Ratio ”) AMID Units (the “ MergerConsideration ”), and (ii) each Common Unit, Subordinated Unit and Class B Convertible Unit issued and outstanding held by Southcross Holdings or any of itsSubsidiaries, as of the Effective Time, shall cease to be outstanding and shall be cancelled and retired and shall cease to exist and no consideration will be deliveredin exchange for such cancelled SXE Securities.

(b) Cancellation of SXE Incentive Distribution Rights . The SXE Incentive Distribution Rights outstanding immediately prior to the Effective Timeshall cease to be outstanding and shall be canceled and retired and shall cease to exist, and no consideration will be delivered in exchange for such cancelled SXEIncentive Distribution Rights.

(c) Cancellation of SXE-Owned Units . Any SXE Securities that are owned upon consummation of the Holdings Contribution and immediately priorto the Effective Time by AMID, SXE or any of their respective Subsidiaries shall be automatically canceled and shall cease to exist and no consideration shall bedelivered in exchange for such canceled SXE Securities.

(d) Conversion of the Membership Interests in Merger Sub . The membership interests in Merger Sub issued and outstanding immediately prior to theEffective Time shall be converted into Common Units of SXE (as the Surviving Entity), representing 100% of the aggregate partnership interest (as defined in theDRULPA) of all limited partners in the Surviving Entity, and AMID shall be admitted as the only limited partner of the Surviving Entity. At the Effective Time,the books and records of SXE (as the Surviving Entity) shall be revised to reflect the admission of AMID as the only limited partner of the Surviving Entity and thesimultaneous withdrawal of all other SXE Limited Partners.

(e) Certificates . All Common Units converted into the Merger Consideration pursuant to this Article II shall no longer be outstanding and shallautomatically be canceled and shall cease to exist, and each holder of a certificate (or effective affidavits of loss in lieu thereof) (a “ Certificate ”) or evidence ofunits in book-entry form (“ Book-Entry Units ”) that immediately prior to the Effective Time represented any such Common Units shall cease to have any rightswith respect thereto, except the right to receive the Merger Consideration, any distributions to which such holder is entitled pursuant to Section 2.2(g) to be issuedor paid in consideration therefor upon surrender of such Certificate or Book-Entry Unit in accordance with Section 2.2(c) , without interest, and the right to beadmitted as an AMID Limited Partner. AMID GP hereby consents to the admission (as an AMID Limited Partner) of each SXE Unitholder who is issued AMIDUnits in accordance with this Article II , upon the proper surrender of the Certificate or Book-Entry Unit representing Common Units. Upon such surrender of theCertificate or Book-Entry Unit and the recording of the name of such Person as a limited partner of AMID on the books and records of AMID, such Person shallautomatically and effective as of the Effective Time be admitted as an AMID Limited Partner and be bound by the AMID Partnership Agreement as such. By itssurrender of a Certificate or Book-Entry Unit, or by its acceptance of AMID Units, as applicable, a SXE Unitholder confirms its agreement to be bound by all ofthe terms and conditions of the AMID Partnership Agreement.

Section 2.2 Exchange of Certificates .

(a) Exchange Agent . Prior to the Closing Date, AMID shall appoint an exchange agent reasonably acceptable to SXE (the “ Exchange Agent ”) forthe purpose of exchanging Certificates or Book-Entry Units for the Merger Consideration. As soon as reasonably practicable after the Effective Time, but in noevent more than five business days following the Effective Time, AMID will send, or will cause the Exchange Agent to send, to each holder of record of CommonUnits as of the Effective Time (and, to the extent commercially practicable, to make available for collection by hand, during customary business hours commencingimmediately after the Effective Time, if so elected by such holder of record), whose Common Units were converted into the right to receive the MergerConsideration, a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of theCertificates to the Exchange Agent) in such

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forms as SXE and AMID may reasonably agree, including, as applicable, instructions for use in effecting the surrender of Certificates or Book-Entry Units to theExchange Agent in exchange for the Merger Consideration.

(b) Deposit . At or prior to the Closing, AMID shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of CommonUnits whose Common Units were converted into the right to receive the Merger Consideration an amount of AMID Units (which shall be in non-certificated book-entry form) issuable upon due surrender of the Certificates or Book-Entry Units pursuant to the provisions of this Article II . Following the Effective Time, AMIDagrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any distributions pursuant to Section 2.2(g) ,any AMID Units sufficient to pay any Merger Consideration and any that may be payable from time to time following the Effective Time. All cash or book-entryunits representing AMID Units deposited with the Exchange Agent or representing AMID Units to be delivered pursuant to Section 2.2(h) shall be referred to inthis Agreement as the “ Exchange Fund .” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to beissued or paid pursuant to this Article II out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose.

(c) Exchange . Each holder of Common Units that have been converted into the right to receive the Merger Consideration upon surrender to theExchange Agent of a Book-Entry Unit or a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto and aCertificate and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor (x) the number ofAMID Units representing, in the aggregate, the whole number of AMID Units that such holder has the right to receive in accordance with the provisions of thisArticle II and/or (y) a check denominated in U.S. dollars in the amount of cash, if any, that such holder has the right to receive pursuant to this Article II . TheMerger Consideration shall be paid as promptly as practicable by mail after receipt by the Exchange Agent of the Book-Entry Unit or Certificate and letter oftransmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration or on any unpaid distributions payable to holders ofCertificates or Book-Entry Units. Until so surrendered, each such Certificate or Book-Entry Unit shall, after the Effective Time, represent for all purposes only theright to receive such Merger Consideration. The Merger Consideration paid upon surrender of Certificates or Book-Entry Units shall be deemed to have been paidin full satisfaction of all rights pertaining to the Common Units, as the case may be, formerly represented by such Certificates or Book-Entry Units.

(d) Other Payees . If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name theapplicable surrendered Certificate or Book-Entry Unit is registered, it shall be a condition to the registration thereof that the surrendered Certificate or Book-EntryUnit shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to theExchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of suchCertificate or Book-Entry Unit or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(e) No Further Transfers . From and after the Effective Time, there shall be no further registration on the books of SXE of transfers of Common Units.From and after the Effective Time, the holders of Certificates or Book-Entry Units representing Common Units outstanding immediately prior to the EffectiveTime shall cease to have any rights with respect to such Common Units, except as otherwise provided in this Agreement or by applicable Law. If, after theEffective Time, Certificates or Book-Entry Units are presented to the Exchange Agent or AMID, they shall be canceled and exchanged for the considerationprovided for, and in accordance with the procedures set forth, in this Article II .

(f) Termination of Exchange Fund . Any portion of the Exchange Fund that remains unclaimed by the Common Unitholders 12 months after theEffective Time shall be returned to AMID, upon demand, and any such holder who has not exchanged such holder’s Common Units for the Merger Considerationin accordance with

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this Section 2.2 prior to that time shall thereafter look only to AMID for delivery of the Merger Consideration as applicable, in respect of such holder’s CommonUnits. Notwithstanding the foregoing, AMID and SXE shall not be liable to any Common Unitholder for any Merger Consideration duly delivered to a publicofficial pursuant to applicable abandoned property Laws. Any Merger Consideration remaining unclaimed by Common Unitholders immediately prior to such timeas such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become theproperty of AMID free and clear of any claims or interest of any Person previously entitled thereto.

(g) Distributions . No distributions with respect to AMID Units issued in the Merger shall be paid to the holder of any unsurrendered Certificates orBook-Entry Units until such Certificates or Book-Entry Units are surrendered as provided in this Section 2.2 . Following such surrender, subject to the effect ofescheat, Tax or other applicable Law, there shall be paid, without interest, to the record holder of the AMID Units, if any, issued in exchange therefor (i) at the timeof such surrender, all distributions payable in respect of any such AMID Units with a record date after the Effective Time and a payment date on or prior to the dateof such surrender and not previously paid and (ii) at the appropriate payment date, the distributions payable with respect to such AMID Units with a record dateafter the Effective Time but with a payment date subsequent to such surrender. For purposes of distributions in respect of AMID Units, all AMID Units to be issuedpursuant to the Merger shall be entitled to distributions pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

(h) No Fractional Units . No certificates or scrip representing fractional AMID Units shall be issued upon the surrender for exchange of Certificates orBook-Entry Units. Notwithstanding any other provision of this Agreement, all fractional AMID Units that a holder of Common Units converted pursuant to theMerger would otherwise be entitled to receive as Merger Consideration (after taking into account all Certificates or Book-Entry Units delivered by such holder)will be aggregated and then, if a fractional AMID Unit results from that aggregation, be rounded up to the nearest whole AMID Unit.

(i) Lost, Stolen or Destroyed Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact bythe Person claiming such Certificate to be lost, stolen or destroyed and, if required by AMID, the posting by such Person of a bond, in such reasonable amount asAMID may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for suchlost, stolen or destroyed Certificate the Merger Consideration to be paid in respect of the Common Units represented by such Certificate as contemplated by thisArticle II .

(j) Withholding Taxes . AMID and the Exchange Agent shall deduct and withhold from the consideration otherwise payable pursuant to thisAgreement to a Common Unitholder such amounts as are required to be deducted and withheld with respect to the making of such payment under the InternalRevenue Code of 1986, as amended (the “ Code ”), and the rules and regulations promulgated thereunder, or under any provision of applicable state, local orforeign Tax Law (and to the extent deduction and withholding is required, such deduction and withholding shall be taken in AMID Units). To the extent amountsare so withheld and paid over to the appropriate Tax authority, such withheld amounts shall be treated for the purposes of this Agreement as having been paid to theformer holder of the Common Units, as applicable, in respect of whom such withholding was made. If withholding is taken in AMID Units, AMID and theExchange Agent shall be treated as having sold such consideration for an amount of cash equal to the fair market value of such consideration at the time of suchdeemed sale and paid such cash proceeds to the appropriate Tax authority.

(k) Tax Characterization of the Merger . The Parties hereby acknowledge that, for U.S. federal income Tax purposes, the Merger will be treated as an“assets-over” partnership merger transaction under Treasury Regulations Sections 1.708-1(c)(1) and 1.708-1(c)(3)(i), whereby, SXE will be the terminatingpartnership and AMID will be the resulting partnership and, as a result, the Merger will qualify in part for nonrecognition of gain or loss pursuant to Section 721 ofthe Code and will be characterized as a disguised sale transaction described in Section 707(a)(2)(B) of the Code with respect to the cash consideration, if any, andany liabilities assumed in the

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transaction (other than “qualified liabilities” within the meaning of Treasury Regulations Section 1.707-5(a)(6) to the extent provided in the Treasury Regulations)(the “ Section 707 Consideration ”). Each Party agrees to prepare and file all U.S. federal income Tax Returns in accordance with the foregoing and shall not takeany position inconsistent therewith on any such Tax Return, or in the course of any audit, litigation or other proceeding with respect to U.S. federal income Taxes,except as otherwise required by applicable Laws following a final determination by a court of competent jurisdiction or other final administrative decision by anapplicable Governmental Authority.

Section 2.3 Treatment of the SXE LTIP Units . Immediately prior to the Effective Time, each award of SXE LTIP Units that is then outstanding shall befully vested and settled in the form of Common Units, provided that SXE shall withhold a portion of the Common Units that would otherwise be delivered uponvesting an amount equal to any applicable federal, state and local taxes, and the holder of such Common Units shall receive the consideration provided underSection 2.1(a) above. Any tandem dividend equivalent right issued in connection with an award of SXE LTIP Units shall be settled as soon as administrativelyfeasible following the Effective Time. As of the Effective Time, AMID shall assume such plans for purposes of employing such plans to make grants of equitybased awards on AMID Units following the Closing.

Section 2.4 Adjustments . Notwithstanding any provision of this Article II to the contrary (but without in any way limiting the covenants in Section 5.2 ), ifbetween the date of this Agreement and the Effective Time the number of outstanding Common Units or AMID Units shall have been changed into a differentnumber of units or a different class by reason of the occurrence or record date of any unit dividend, subdivision, reclassification, recapitalization, split, split-up, unitdistribution, unit combination, exchange of units or similar transaction, the Exchange Ratio shall be appropriately adjusted to reflect fully the effect of such unitdividend, subdivision, reclassification, recapitalization, split, split-up, unit distribution, unit combination, exchange of units or similar transaction and to provide theholders of Common Units the same economic effect as contemplated by this Agreement prior to such event.

Section 2.5 No Dissenters ’ Rights . No dissenters’ or appraisal rights shall be available with respect to the Merger or the other transactions contemplatedhereby.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF THE SXE ENTITIES

Except as disclosed in (a) the SXE SEC Documents filed with the SEC on or after December 31, 2014 and prior to the date of this Agreement (but excludingany disclosure contained in any such SXE SEC Documents under the heading “Risk Factors” or “Forward-Looking Information” or similar heading (other than anyhistorical, factual information contained within such headings, disclosures or statements)) or (b) the disclosure letter delivered by SXE to AMID (the “ SXEDisclosure Schedules ”) prior to the execution of this Agreement, the SXE Entities represent and warrant, jointly and severally, to the AMID Entities as follows:

Section 3.1 Organization, Standing and Power .

(a) Each of SXE, SXE GP and their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws ofthe jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or otherapplicable power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where thefailure to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect on SXE (a “ SXE Material Adverse Effect ”).

(b) Each of SXE, SXE GP and their respective Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction inwhich the nature of the business conducted by it or the character or

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location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or ingood standing would not, individually or in the aggregate, have a SXE Material Adverse Effect.

(c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each materialSubsidiary of SXE that are owned directly or indirectly by SXE have been duly authorized and validly issued and are fully paid and nonassessable (except as suchnonassessability may be affected by Sections 18-303, 18-607 or 18-804 of the DLLCA, Sections 17-303, 17-607 or 18-704 of the DRULPA, or Sections 101.114,101.153, 101.206, 153.102, 153.112, 153.202 and 153.210 of the TBOC) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances,options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including anyrestriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”), and the “blue sky” laws of the various States of the United States)(collectively, “ Liens ”). Except for the interests and shares of capital stock of the SXE Joint Ventures held by SXE’s joint venture partners, all such interests andshares of capital stock of each Subsidiary are owned directly or indirectly by SXE.

(d) SXE has made available to AMID correct and complete copies of its certificate of limited partnership and the SXE Partnership Agreement (the “SXE Charter Documents ”), and correct and complete copies of the comparable organizational documents of each of its material Subsidiaries (the “ SXESubsidiary Documents ”), in each case as amended to the date of this Agreement. All such SXE Charter Documents are in full force and effect and SXE is not inviolation of any of their provisions in any material respect.

Section 3.2 Capitalization .

(a) As of the close of business on October 30, 2017, SXE has no SXE Partnership Interests or other partnership interests or equity interests issued andoutstanding, other than: (i) 48,614,187 Common Units; (ii) 12,213,713 Subordinated Units; (iii) 18,019,811 Class B Convertible Units; (iv) the SXE IncentiveDistribution Rights; and (v) 1,609,137 SXE General Partner Units. As of the close of business on October 30, 2017, 5,325,788 SXE LTIP Units were reserved forissuance under the SXE Equity Plans. All outstanding Common Units, Subordinated Units, Class B Convertible Units, the SXE Incentive Distribution Rights andSXE General Partner Units have been duly authorized and validly issued and are fully paid, nonassessable (except as such nonassessability may be affected bymatters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and free of preemptive rights. Except (A) as set forth above in this Section 3.2(a) or(B) as otherwise permitted by Section 5.2(a) , as of the date of this Agreement there are not, and, as of the Effective Time there will not be, any SXE PartnershipInterests or other partnership interests, voting securities or other equity interests of SXE issued and outstanding or any subscriptions, options, warrants, calls,convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any SXE Partnership Interests or otherpartnership interests, voting securities or other equity interests of SXE, including any representing the right to purchase or otherwise receive any of the foregoing orany bond, debenture or other indebtedness having the right to vote or convertible, exchangeable or exercisable for securities having the right to vote.

(b) Except as set forth in the SXE Subsidiary Documents, none of SXE or any of its Subsidiaries has issued or is bound by any outstandingsubscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the future issuanceor disposition of any partnership interests, shares of capital stock, voting securities or equity interests of any Subsidiary of SXE. Except (i) as set forth in the SXECharter Documents or SXE Subsidiary Documents, as in effect as of the date of this Agreement, or (ii) in connection with the vesting, settlement or forfeiture of, orTax withholding with respect to, any equity or equity-based awards granted under SXE Equity Plan disclosed in Section 3.2(a) and outstanding as of the date ofthis Agreement, there are no outstanding obligations of SXE or any of its Subsidiaries to repurchase, redeem or otherwise acquire any SXE Partnership Interests orother partnership interests, shares of

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capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any SXE Partnership Interests or other partnership interests,shares of capital stock, voting securities or equity interests) of SXE or any of its Subsidiaries.

(c) SXE GP is the sole general partner of SXE. SXE GP is the sole record and beneficial owner of the SXE General Partner Interest, and such SXEGeneral Partner Interest has been duly authorized and validly issued in accordance with applicable Law and the SXE Partnership Agreement. SXE GP owns theSXE General Partner Interest free and clear of any Liens.

Section 3.3 Authority; Noncontravention; Voting Requirements .

(a) Each of the SXE Entities has all necessary power and authority to execute and deliver this Agreement and to consummate the transactionscontemplated hereby, including the Merger, subject to obtaining the SXE Unitholder Approval for the Merger. Subject to Section 5.3(d) , the execution, deliveryand performance by the SXE Entities of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger, have been dulyauthorized and approved by the SXE GP Board, which, at a meeting duly called and held, has, on behalf of SXE and SXE GP, (i) approved and declared advisablethis Agreement and the transactions contemplated hereby, including the Merger, (ii) resolved to submit the Agreement to a vote of the SXE Limited Partners and(iii) resolved to recommend approval of this Agreement by the SXE Limited Partners. Except for obtaining the SXE Unitholder Approval for the approval of thisAgreement, and consummation of the transactions contemplated hereby, no other entity action on the part of the SXE Entities is necessary to authorize theexecution, delivery and performance by the SXE Entities of this Agreement and the consummation of the transactions contemplated hereby, including the Merger.The member of SXE GP has unanimously approved the adoption of this Agreement and the consummation of the transactions contemplated hereby. ThisAgreement has been duly executed and delivered by the SXE Entities and, assuming due authorization, execution and delivery of this Agreement by the otherParties hereto, constitutes the legal, valid and binding obligation of each of the SXE Entities, enforceable against each of them in accordance with its terms, exceptas such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting theenforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding or at law or in equity).

(b) Neither the execution and delivery of this Agreement by the SXE Entities nor the consummation by the SXE Entities of the transactionscontemplated hereby, nor compliance by the SXE Entities with any of the terms or provisions of this Agreement, will (i) assuming that the SXE UnitholderApproval is obtained, conflict with or violate any provision of the SXE Charter Documents, the SXE GP Charter Documents or any of the SXE SubsidiaryDocuments, (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the SXE Unitholder Approval are obtained and the filingsreferred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to SXE or any of its Subsidiariesor any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with noticeor lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performancerequired by, or result in the creation of any Lien upon any of the respective properties or assets of, SXE or any of its Subsidiaries under any of the terms, conditionsor provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement (including anySXE Material Contract), instrument or obligation (each, a “ Contract ”) or SXE Permit (including any Environmental Permit) to which SXE or any of itsSubsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right topurchase or acquire any material asset of SXE or any of its Subsidiaries, except, in the case of clauses (ii)(x) and (ii)(y) , for such violations, conflicts, losses,defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a SXE Material AdverseEffect.

(c) The affirmative vote or consent of the holders of (i) at least a majority of the Outstanding Common Units (excluding Common Units owned bySXE GP or its Affiliates), voting as a class, (ii) at least a majority of

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the Outstanding Subordinated Units, voting as a class, and (iii) at least a majority of the Outstanding Class B Convertible Units voting as a class, as required by theSXE Partnership Agreement, at the SXE Unitholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement and thetransactions contemplated hereby (the “ SXE Unitholder Approval ”) is the only vote or approval of the holders of any class or series of SXE Partnership Interestsor other partnership interests, equity interests or capital stock of SXE or any of its Subsidiaries which is necessary to approve this Agreement and the transactionscontemplated hereby.

Section 3.4 Governmental Approvals . Except for (a) filings required under, and compliance with other applicable requirements of, the Securities ExchangeAct of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), and the Securities Act, including the filing of a proxystatement with the SEC in connection with the Merger (the “ Proxy Statement ”), (b) the filing of the Certificate of Merger with the Secretary of State of the Stateof Delaware, (c) filings required under, and compliance with other applicable requirements of, the HSR Act or (d) any consents, authorizations, approvals, filings orexemptions in connection with compliance with the rules of the NYSE, no consents or approvals of, or filings, declarations or registrations with, any GovernmentalAuthority are necessary for the execution, delivery and performance of this Agreement by SXE and SXE GP and the consummation by SXE and SXE GP of thetransactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not,individually or in the aggregate, reasonably be expected to result in a SXE Material Adverse Effect.

Section 3.5 SXE SEC Documents; Undisclosed Liabilities .

(a) SXE and its Subsidiaries have filed and furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy and otherstatements required to be filed by them with the SEC since December 31, 2014 (collectively and together with all documents filed on a voluntary basis on Form8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “ SXE SEC Documents ”). The SXE SECDocuments, as of their respective effective dates (in the case of the SXE SEC Documents that are registration statements filed pursuant to the requirements of theSecurities Act) and as of their respective SEC filing dates (in the case of all other SXE SEC Documents), or, if amended, as finally amended prior to the date of thisAgreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act of 2002, as amended, andthe rules and regulations promulgated thereunder (the “ Sarbanes-Oxley Act ”), as the case may be, applicable to such SXE SEC Documents, and none of the SXESEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein ornecessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement,there are no outstanding or unresolved comments received from the SEC staff with respect to the SXE SEC Documents. To the Knowledge of SXE, none of theSXE SEC Documents is the subject of ongoing SEC review or investigation.

(b) The consolidated financial statements of SXE included in the SXE SEC Documents as of their respective dates (if amended, as of the date of thelast such amendment) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC withrespect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on aconsistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financialposition of SXE and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in partners’ equityfor the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be,individually or in the aggregate, material to SXE and its consolidated Subsidiaries, taken as a whole).

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disclosure controls and procedures are designed to ensure that material information relating to SXE, including its consolidated Subsidiaries, required to be disclosedby SXE in the reports that it files or submits under the Exchange Act is accumulated and communicated to SXE’s principal executive officer and its principalfinancial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that informationrequired to be disclosed by SXE in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the timeperiods specified in SEC rules and forms. SXE’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation,to SXE’s auditors and the audit committee of the SXE GP Board (x) all significant deficiencies in the design or operation of internal controls which could adverselyaffect SXE’s ability to record, process, summarize and report financial data and have identified for SXE’s auditors any material weaknesses in internal controls and(y) any fraud, whether or not material, that involves management or other employees who have a significant role in SXE’s internal controls. The principal executiveofficer and the principal financial officer of SXE have made all certifications required by the Sarbanes-Oxley Act, the Exchange Act and any related rules andregulations promulgated by the SEC with respect to the SXE SEC Documents, and the statements contained in such certifications were complete and correct whenmade. The management of SXE has completed its assessment of the effectiveness of SXE’s internal control over financial reporting in compliance with therequirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2016, and such assessment concluded that such controls were effective.To the Knowledge of SXE, as of the date of this Agreement there are no facts or circumstances that would prevent its principal executive officer and principalfinancial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-OxleyAct, without qualification, when next due.

(d) Except (i) as reflected or otherwise reserved against on the balance sheet of SXE and its Subsidiaries as of June 30, 2017 (the “ Balance SheetDate ”) (including the notes thereto) included in the SXE SEC Documents filed by SXE and publicly available prior to the date of this Agreement, (ii) for liabilitiesand obligations incurred since the Balance Sheet Date in the ordinary course of business and (iii) for liabilities and obligations incurred under or in accordance withthis Agreement or in connection with the transactions contemplated hereby, neither SXE nor any of its Subsidiaries has any liabilities or obligations of any nature(whether or not accrued or contingent), that would be required to be reflected or reserved against on a consolidated balance sheet of SXE prepared in accordancewith GAAP or the notes thereto, other than as have not and would not reasonably be expected to have, individually or in the aggregate, a SXE Material AdverseEffect.

(e) Neither SXE nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnershipor any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among SXE and any of its Subsidiaries, on theone hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any“off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such Contract is to avoid disclosure of anymaterial transaction involving, or material liabilities of, SXE in SXE’s published financial statements or any SXE SEC Documents.

Section 3.6 Absence of Certain Changes or Events .

(a) Since the Balance Sheet Date, there has not been a SXE Material Adverse Effect.

(b) Since the Balance Sheet Date, (i) except for this Agreement and the transactions contemplated hereby, SXE and its Subsidiaries have carried onand operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and (ii) neither SXE nor any of itsSubsidiaries has taken any action described in Section 5.2(a) that, if taken after the date of this Agreement and prior to the Effective Time without the prior writtenconsent of AMID, would violate such provision.

Section 3.7 Legal Proceedings . There are no investigations or proceedings pending (or, to the Knowledge of SXE, threatened) by any GovernmentalAuthority with respect to SXE or any of its Subsidiaries or actions,

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suits or proceedings pending (or, to the Knowledge of SXE, threatened) against SXE or any of its Subsidiaries or any of their respective properties, at law or inequity before any Governmental Authority, and there are no orders, judgments or decrees of any Governmental Authority against SXE or any of its Subsidiaries, ineach case except for those that would not reasonably be expected to have, individually or in the aggregate, a SXE Material Adverse Effect.

Section 3.8 Compliance with Laws; Permits .

(a) SXE and its Subsidiaries are, and since the later of December 31, 2014 and their respective dates of incorporation, formation or organization havebeen, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance,rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to any Governmental Authority,including common law (collectively, “ Laws ” and each, a “ Law ”), except where such non-compliance, default or violation would not have, individually or in theaggregate, a SXE Material Adverse Effect.

(b) SXE and its Subsidiaries are in possession of all Permits (including Environmental Permits) necessary for SXE and its Subsidiaries to own, leaseand operate their properties and assets or to carry on their businesses as they are now being conducted (the “ SXE Permits ”), except where the failure to have anyof the SXE Permits would not have, individually or in the aggregate, a SXE Material Adverse Effect. All SXE Permits are in full force and effect, except where thefailure to be in full force and effect would not have, individually or in the aggregate, a SXE Material Adverse Effect. No suspension or cancellation of any of theSXE Permits is pending or, to the Knowledge of SXE, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, aSXE Material Adverse Effect. SXE and its Subsidiaries are not, and since December 31, 2014 have not been, in violation or breach of, or default under, any SXEPermit, except where such violation, breach or default would not have, individually or in the aggregate, a SXE Material Adverse Effect. As of the date of thisAgreement, to the Knowledge of SXE, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under,or acceleration of an obligation of SXE or any of its Subsidiaries under, any SXE Permit, or has caused (or would cause) an applicable Governmental Authority tofail or refuse to issue, renew or extend any SXE Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults,losses, accelerations or failures that would not have, individually or in the aggregate, a SXE Material Adverse Effect.

(c) Without limiting the generality of Section 3.8(a) , SXE, each of its Subsidiaries, and, to the Knowledge of SXE, each joint venture partner, jointinterest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the U.S. Foreign CorruptPractices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to SXE or its Subsidiaries; (ii) has not, to the Knowledge of SXE, been givenwritten notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S.or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of SXE, is not being (and has not been) investigated by any GovernmentalAuthority except, in each case of the foregoing clauses (i) through (iii) , as would not have, individually or in the aggregate, a SXE Material Adverse Effect.

Section 3.9 Information Supplied . Subject to the accuracy of the representations and warranties of AMID set forth in Section 4.9 , none of the informationsupplied (or to be supplied) in writing by or on behalf of SXE specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4to be filed with the SEC by AMID in connection with the issuance of AMID Units in connection with the Merger (as amended or supplemented from time to time,the “ Registration Statement ”) will, at the time the Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time itbecomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein ornecessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, and (b) the Proxy Statement will,on the date it is first

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mailed to SXE Unitholders, and at the time of the SXE Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material factrequired to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. TheProxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, SXE makesno representation or warranty with respect to information supplied by or on behalf of AMID for inclusion or incorporation by reference in any of the foregoingdocuments.

Section 3.10 Tax Matters .

(a) All Tax Returns that were required to be filed by or with respect to SXE or any of its Subsidiaries have been duly and timely filed (taking intoaccount any extension of time within which to file) and all such Tax Returns are true, complete and accurate in all material respects. All items of income, gain, loss,deduction and credit or other items required to be included in each such Tax Returns have been so included. All Taxes owed by SXE or any of its Subsidiaries thatare or have become due have been timely paid in full or an adequate reserve for the payment of such Taxes has been established

(b) There are no audits, examinations, investigations or other legal proceedings pending or threatened with respect to Taxes or with respect to any TaxReturn of SXE or any of its Subsidiaries.

(c) All amounts required to be collected or withheld by SXE or any of its Subsidiaries with respect to Taxes have been timely collected or withheldand any such amounts that are required to have been remitted to any Taxing authority have been timely remitted.

(d) Neither SXE nor any of its Subsidiaries has consented to any waivers or extensions of any applicable statute of limitations for the assessment orcollection of any Taxes or any due date for the filing of any Tax Return with respect to it that remain in effect.

(e) There are no Liens for Taxes upon the assets of SXE or any of its Subsidiaries, except for statutory Liens for Taxes not yet due and payable or theamount or validity of which is being contested in good faith by appropriate proceedings.

(f) No assessment, deficiency or adjustment in respect of Taxes has been asserted, proposed, assessed or threatened in writing by any Tax authorityagainst SXE or any of its Subsidiaries.

(g) No written claim has been made by a Tax authority in a jurisdiction where SXE or any of its Subsidiaries does not pay Tax or file Tax Returns thatSXE or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction, nor has any assertion been threatened or proposed in writing.

(h) Neither SXE nor any of its Subsidiaries will be required to include any amount in income for any taxable period as a result of a change inaccounting method for any Pre-Closing Tax Period or pursuant to any agreement with any Tax authority with respect to any such taxable period.

(i) Neither SXE nor any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by SXE orany of its Subsidiaries pursuant to any such agreement or arrangement or any Tax indemnification agreement.

(j) Neither SXE nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return or has anyliability for the Taxes of any Person (other than SXE or any Subsidiary), as a transferee or successor, by contract, or otherwise

(k) Neither SXE nor any of its Subsidiaries has entered into any agreement or arrangement with any Tax authority that requires SXE or any of itsSubsidiaries to take any action or refrain from taking any action with respect to Taxes.

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(l) Neither SXE nor any of its Subsidiaries has entered into a transaction that is a “reportable transaction” within the meaning of Treasury RegulationsSection 1.6011-4(b).

(m) Neither SXE nor any of its Subsidiaries has agreed to or could be required to include any item of income in, or exclude any item of deductionfrom, taxable income for any Post-Closing Tax Period as a result of any installment sale or open transaction disposition made on or prior to the Closing Date,prepaid amount received on or prior to the Closing Date or election under Section 108(i) of the Code.

(n) SXE and each Subsidiary that is classified as a partnership for U.S. federal income tax purposes have in effect a valid election under Section 754 ofthe Code

(o) SXE is properly classified as a partnership for U.S. federal income tax purposes, and not as an association or a publicly traded partnership taxableas a corporation under Section 7704 of the Code and has been properly treated as such since its formation, and each Subsidiary is either (i) properly classified as apartnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposespursuant to Treasury Regulations Section 301.7701-3(b).

(p) Neither SXE nor any of its Subsidiaries is a “foreign person” within the meaning of Section 1445 of the Code.

(q) Neither SXE nor its Subsidiaries have any material Section 197 intangibles within the meaning of Section 197 of the Code that would be subject tothe anti-churning rules of Section 197(f)(9) of the Code.

Section 3.11 Employee Benefits .

(a) Section 3.11(a) of the SXE Disclosure Schedule lists all material SXE Benefit Plans. “ SXE Benefit Plans ” means (i) all “employee benefit plans”(within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) and (ii) all other compensation oremployee benefit plans, programs, policies, agreements or other arrangements, whether or not subject to ERISA, including, cash or equity or equity-based,employment, retention, change of control, health, medical, dental, disability, accident, life insurance, vacation, severance, retirement, pension, savings, ortermination, in each case of clauses (i) and (ii) that are sponsored, maintained, contributed to or required to be contributed to by SXE or any of its Subsidiaries forthe benefit of current or former employees, directors or consultants of SXE or its Subsidiaries.

(b) Except as would not, individually or in the aggregate, have a SXE Material Adverse Effect, (i) none of SXE, any of its Subsidiaries, or any of theirrespective ERISA Affiliates contributes to, is required to contribute to, or has in the last six years contributed to or been required to contribute to a MultiemployerPlan and none of SXE, any of its Subsidiaries, or any of their respective ERISA Affiliates has incurred any “withdrawal liability” (within the meaning ofSection 4201 of ERISA) to a Multiemployer Plan that has not been satisfied in full or has (or is reasonably expected to have) any other current or contingentliability with respect to any Multiemployer Plan, and (ii) none of SXE, any of its Subsidiaries, or any of their respective ERISA Affiliates has in the last six yearssponsored, maintained, contributed to or been required to contribute to, or has (or is reasonably expected to have) any current or contingent liability with respect toany “employee pension benefit plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code.

(c) Except for such claims which would not, individually or in the aggregate, have a SXE Material Adverse Effect, no action, dispute, suit, claim,arbitration, or legal, administrative or other proceeding or governmental action is pending or, to the Knowledge of SXE, threatened (i) with respect to any SXEBenefit Plan other than claims for benefits in the ordinary course, (ii) alleging any breach of the terms of any SXE Benefit Plan or any fiduciary duties with respectthereto or (iii) with respect to any violation of any applicable Law with respect to such SXE Benefit Plan.

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(d) Each SXE Benefit Plan has been maintained, funded and administered in compliance with its terms and with applicable Law, including ERISA andthe Code, except for such non-compliance which would not, individually or in the aggregate, have a SXE Material Adverse Effect.

(e) Except as would not have, individually or in the aggregate, a SXE Material Adverse Effect, with respect to any SXE Benefit Plan, all contributions,premiums and other payments due from any of SXE or its Subsidiaries required by Law or any SXE Benefit Plan have been made or properly accrued under anysuch plan to any fund, trust or account established thereunder or in connection therewith by the due date thereof.

(f) Each SXE Benefit Plan subject to Section 409A of the Code has complied in form and operation with the requirements of Section 409A of theCode as in effect from time-to-time.

(g) The consummation of the transactions contemplated hereby will not, either alone or in combination with another event, (i) entitle any current orformer employee, consultant or officer of SXE, SXE GP or any of their respective Subsidiaries to any severance pay, retention bonuses, parachute payments,non-competition payments, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of anycompensation due any such employee, consultant or officer, (iii) result in any forgiveness of indebtedness or obligation to fund benefits with respect to any suchemployee, director or officer or (iv) result in any amount failing to be deductible by reason of Section 280G of the Code.

Section 3.12 Labor Matters .

(a) Except as would not, individually or in the aggregate, have a SXE Material Adverse Effect, none of the employees of SXE, SXE GP or any of theirrespective Subsidiaries is represented in his or her capacity as an employee of SXE, SXE GP or such Subsidiary by any labor organization. None of SXE, SXE GPor any such Subsidiary has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees ofSXE, SXE GP or any of their respective Subsidiaries, nor has SXE, SXE GP or any such Subsidiary entered into any collective bargaining agreement or unioncontract recognizing any labor organization as the bargaining agent of any employees of SXE, SXE GP or any of their respective Subsidiaries.

(b) Except for such matters which would not, individually or in the aggregate, have a SXE Material Adverse Effect, none of SXE, SXE GP or any oftheir respective Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement oflabor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of SXE, SXE GP orany of their respective Subsidiaries with respect to such matters and, to the Knowledge of SXE and SXE GP, no such investigation is in progress. Except for suchmatters which would not have, individually or in the aggregate, a SXE Material Adverse Effect, (i) there are no (and have not been during the two-year periodpreceding the date of this Agreement) strikes or lockouts with respect to any employees of SXE, SXE GP or any of their respective Subsidiaries, (ii) to theKnowledge of SXE and SXE GP, there is no (and has not been during the two-year period preceding the date of this Agreement) union organizing effort pending orthreatened against SXE, SXE GP or any of their respective Subsidiaries, (iii) there is no (and has not been during the two-year period preceding the date of thisAgreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of SXE orSXE GP, threatened against SXE, SXE GP or any of their respective Subsidiaries and (iv) there is no (and has not been during the two year period preceding thedate of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of SXE or SXE GP, threatened with respect to any employees of SXE, SXE GPor any of their respective Subsidiaries. None of SXE, SXE GP or any of their respective Subsidiaries has any liabilities under the Worker Adjustment andRetraining Act of 1988 (the “ WARN Act ”) as a result of any action taken by SXE, SXE GP or any of their respective Subsidiaries that would have, individuallyor in the aggregate, a SXE Material Adverse Effect. Except for such non-compliance which would not have, individually or in the aggregate, a SXE MaterialAdverse Effect, SXE, SXE GP and each of their respective Subsidiaries is, and during

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the two year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices,terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/orindependent contractors).

Section 3.13 Environmental Matters . Except as would not, individually or in the aggregate, have a SXE Material Adverse Effect, (i) each of SXE and itsSubsidiaries is, and since the later of December 31, 2014, and their respective dates of organization or formation, has been in compliance with all applicableEnvironmental Laws, which compliance includes obtaining, maintaining and complying with all Environmental Permits, (ii) there has been no release of anyHazardous Substance by SXE or any of its Subsidiaries, or to the Knowledge of SXE, any other Person in any manner that would reasonably be expected to giverise to SXE or any of its Subsidiaries incurring any remedial obligation or corrective action requirement under applicable Environmental Laws, (iii) there are noinvestigations, actions, suits or proceedings pending or, to the Knowledge of SXE, threatened against SXE or any of its Subsidiaries or involving any real propertycurrently or, to the Knowledge of SXE, formerly owned, operated or leased by or for SXE or any Subsidiary alleging noncompliance with or liability under, anyEnvironmental Law and (iv) to SXE’s Knowledge, no Hazardous Substance has been disposed of, released or transported in violation of any applicableEnvironmental Law, from any properties owned or operated by SXE or any of its Subsidiaries or as a result of any operations or activities of SXE or any of itsSubsidiaries.

Section 3.14 Contracts .

(a) Section 3.14(a) of the SXE Disclosure Schedule contains a true and complete listing of the each “material contract” (as such term is defined in Item601(b)(10) of Regulation S-K of the SEC) (which term, for purposes of this Section 3.14 , shall not include any SXE Benefit Plan) to which any of SXE or itsSubsidiaries is a party in effect on the date of this Agreement (each Contract that is described in this Section 3.14(a) being an “ SXE Material Contract ”).

(b) Except as would not have, individually or in the aggregate, a SXE Material Adverse Effect, (i) each SXE Material Contract is valid and binding onSXE and its Subsidiaries, as applicable, and is in full force and effect; (ii) each SXE Material Contract will continue to be valid and binding on SXE and any of itsSubsidiaries, as applicable, and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement;(iii) SXE and each of its Subsidiaries has performed all obligations required to be performed by it to date under each SXE Material Contract; (iv) neither SXE norany of its Subsidiaries has received written notice of, or knows of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both,will constitute, a default on the part of SXE or any of its Subsidiaries under any such SXE Material Contract; and (v) to the Knowledge of SXE, as of the date ofthis Agreement no other party to any SXE Material Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both wouldconstitute a default by any such other party thereunder.

Section 3.15 Property .

(a) Except as would not have, individually or in the aggregate, a SXE Material Adverse Effect, SXE or a Subsidiary of SXE owns and has good title toall of its owned real property (other than severed oil, gas and/or mineral rights and other hydrocarbon interests) and good title to all its owned personal property,and has valid leasehold interests in all of its leased real properties (other than hydrocarbon interests) free and clear of all Liens, in each case, sufficient to conducttheir respective businesses as currently conducted (except in all cases for Liens permissible under or not prohibited by any applicable material loan agreements andindentures (together with all related mortgages, deeds of trust and other security agreements)). Except as would not have, individually or in the aggregate, a SXEMaterial Adverse Effect, all leases under which SXE or any of its Subsidiaries lease any real or personal property (other than hydrocarbon interests) are valid andeffective against SXE or any of its Subsidiaries and, to the Knowledge of SXE, the counterparties thereto, in accordance with their respective terms

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and there is not, under any of such leases, any existing material default by SXE or any of its Subsidiaries or, to the Knowledge of SXE, the counterparties thereto,or, to the Knowledge of SXE, any event which, with notice or lapse of time or both, would become a material default by SXE or any of its Subsidiaries, or, to theKnowledge of SXE, the counterparties thereto.

(b) SXE and its Subsidiaries have such consents, easements, rights-of-way, permits or licenses from each person (collectively, “ rights-of-way ”) asare sufficient to conduct their businesses in all material respects as currently conducted, except where the cost(s) of curing the failure(s) to obtain suchrights-of-way would not, individually or in the aggregate, have a SXE Material Adverse Effect. Except as would not, individually or in the aggregate, have a SXEMaterial Adverse Effect, each of SXE and its Subsidiaries has fulfilled and performed all its obligations with respect to such rights-of-way which are required to befulfilled or performed as of the date of this Agreement (subject to all applicable waivers, modifications, grace periods and extensions) and no event has occurredthat allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any suchrights-of-way, except for rights reserved to, or vested in, any municipality or other Governmental Authority or any railroad by the terms of any right, power,franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate or to require annual or other periodic payments as a condition to thecontinuance of such right.

Section 3.16 Intellectual Property . Either SXE or a Subsidiary of SXE owns, or is licensed or otherwise possesses adequate rights to use, all materialtrademarks, trade names, service marks, service names, mark registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents orapplications and registrations, and trade secrets (collectively, the “ SXE Intellectual Property ”) used in their respective businesses as currently conducted. Exceptas would not have, individually or in the aggregate, a SXE Material Adverse Effect, (i) there are no pending or, to the Knowledge of SXE, threatened claims by anyPerson alleging infringement or misappropriation by SXE or any of its Subsidiaries of such Person’s intellectual property, (ii) to the Knowledge of SXE, theconduct of the business of SXE and its Subsidiaries does not infringe or misappropriate any intellectual property rights of any Person, (iii) neither SXE nor any ofits Subsidiaries has made any claim of a violation or infringement, or misappropriation by others of its rights to or in connection with the SXE Intellectual Property,and (iv) to the Knowledge of SXE, no Person is infringing or misappropriating any SXE Intellectual Property.

Section 3.17 Insurance . SXE and its Subsidiaries maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel andbusinesses in amounts customary for the businesses in which they operate. Section 3.17 of the SXE Disclosure Schedule lists the annual premiums paid by, or onbehalf of, SXE for directors and officers liability insurance policies. None of SXE or its Subsidiaries has received notice from any insurer or agent of such insurerthat substantial capital improvements or other material expenditures will have to be made in order to continue such insurance, and all such insurance is outstandingand duly in force.

Section 3.18 Opinion of Financial Advisor . The SXE Conflicts Committee (in its capacity as such) has received the opinion of Jefferies LLC (the “ SXEConflicts Committee Financial Advisor ”), dated the date of the meeting of the SXE Conflicts Committee at which the SXE Conflicts Committee approved thisAgreement, to the effect that, as of such date and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, theExchange Ratio provided for pursuant to this Agreement was fair, from a financial point of view, to the Unaffiliated Common Unitholders.

Section 3.19 Brokers and Other Advisors . Except for the financial advisors set forth on Section 3.19 of the SXE Disclosure Schedule and the SXE ConflictsCommittee Financial Advisor (the “ SXE Brokers ”), the fees and expenses of which are to be treated as “Transaction Expenses” or “SXE Transaction Expenses”in accordance with the Holdings Contribution Agreement, no broker, investment banker or financial advisor is entitled to any broker’s, finder’s or financialadvisor’s fee or commission, or the reimbursement of expenses, in connection with the Merger or the transactions contemplated hereby based on arrangementsmade by or on behalf of SXE or any of its Subsidiaries. SXE has heretofore made available to AMID a summary of any broker, finder

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or financial advisory fees payable by SXE to the SXE Brokers in connection with the Merger, provided that other than the fees described in such summary, there isno other compensation payable, or any other obligations, to the SXE Brokers in connection with the Merger or any other transaction on behalf of SXE and itsAffiliates.

Section 3.20 State Takeover Statutes . The action of the SXE GP Board in approving this Agreement and the transactions contemplated hereby is sufficient torender inapplicable to this Agreement and the transactions contemplated hereby any state takeover laws and any applicable provision of the SXE PartnershipAgreement. There is no unitholder rights plan in effect, to which SXE is a party or otherwise bound.

Section 3.21 Regulatory Matters .

(a) Except as set forth on Schedule 3.21 of the SXE Disclosure Schedules, none of SXE or any of its Subsidiaries owns or operates facilities subject tothe Federal Energy Regulatory Commission under the Natural Gas Act, 15 U.S.C. § 717, et seq. (the “ NGA ”) or the Natural Gas Policy Act of 1978, 15 U.S.C. §3301, et seq. (the “ NGPA ”), and there are no proceedings pending, or to the Knowledge of SXE, threatened, alleging that SXE or any of its Subsidiaries is inmaterial violation of the NGA, or the NGPA.

(b) None of SXE or any of its Subsidiaries nor any of the services provided by SXE or any of its Subsidiaries are subject to regulation by the FederalEnergy Regulatory Commission pursuant to the Interstate Commerce Act, 49 U.S.C. App. § 1, et seq. (1988) (“ ICA ”), and there are no Proceedings pending, or tothe Knowledge of SXE, threatened, alleging that SXE or any of its Subsidiaries is in material violation of the ICA.

Section 3.22 No Other Representations or Warranties . Except for the representations and warranties set forth in this Article III , neither the SXE Entities norany other Person makes or has made any express or implied representation or warranty with respect to SXE GP, SXE or its Subsidiaries or with respect to any otherinformation provided to the AMID Entities in connection with the Merger or the other transactions contemplated hereby. Without limiting the generality of theforegoing, none of the SXE Entities nor any other Person will have or be subject to any liability or other obligation to any of the AMID Entities or any other Personresulting from the distribution to any of the AMID Entities (including their Representatives), or any of the AMID Entities’ (or such Representatives’) use of, anysuch information, including any information, documents, projections, forecasts or other materials made available to the AMID Entities in any “data rooms” ormanagement presentations in expectation of the Merger.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF THE AMID ENTITIES

Except as disclosed in (a) the AMID SEC Documents filed with the SEC on or after December 31, 2014 and prior to the date of this Agreement (butexcluding any disclosure contained in any such AMID SEC Documents under the heading “Risk Factors” or “Forward-Looking Information” or similar heading(other than any historical, factual information contained within such headings, disclosures or statements)) or (b) the disclosure letter delivered by AMID to SXE(the “ AMID Disclosure Schedules ”) prior to the execution of this Agreement, the AMID Entities represent and warrant, jointly and severally, to the SXE Entitiesas follows:

Section 4.1 Organization, Standing and Power .

(a) Each of AMID, AMID GP and their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Lawsof the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or otherapplicable power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where thefailure to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect on AMID (a “ AMID Material Adverse Effect”).

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(b) Each of AMID, AMID GP and their respective Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdictionin which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing orqualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, have an AMIDMaterial Adverse Effect.

(c) All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each materialSubsidiary of AMID that are owned directly or indirectly by AMID have been duly authorized and validly issued and are fully paid and nonassessable (except assuch nonassessability may be affected by Sections 18-303, 18-607 or 18-804 of the DLLCA, Sections 17-303, 17-607 or 18-704 of the DRULPA, Sections101.114, 101.153, 101.206, 153.102, 153.112, 153.202 or 153.210 of the TBOC or similar Laws of the States of Georgia, Nevada, Alabama, Oklahoma, Marylandor Louisiana) and are owned free and clear of all Liens. Except for the interests and shares of capital stock of the AMID Joint Ventures held by AMID’s jointventure partners, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by AMID.

(d) AMID has made available to SXE correct and complete copies of the AMID Charter Documents and correct and complete copies of thecomparable organizational documents of each of its material Subsidiaries (the “ AMID Subsidiary Documents ”), in each case as amended to the date of thisAgreement. All such AMID Charter Documents are in full force and effect and AMID is not in violation of any of their provisions in any material respect.

Section 4.2 Capitalization .

(a) As of the close of business on October 27, 2017, the issued and outstanding limited partner interests and general partner interests of AMIDconsisted of (i) 52,684,359 AMID Units, (ii) 10,563,915 Series A Units representing limited partner interests in AMID (“ AMID Series A Units ”), (iii) 8,792,205Series C Units representing limited partner interests in AMID (“ AMID Series C Units ”), (iv) 5,004,692 Common Units reserved for issuance under any AMIDEquity Plans, (v) the AMID Incentive Distribution Rights and (vi) 953,931 AMID General Partner Units representing the general partner interest in AMID (“AMID GP Interest ”). There are no issued and outstanding Series B Units representing limited partner interests in AMID or Series D Units representing limitedpartner interests in AMID. Section 4.2(a) of the AMID Disclosure Schedule sets forth the number of AMID Units that were issuable pursuant to employee anddirector equity plans of AMID (“ AMID Equity Plans ”) as of October 27, 2017, including the number of AMID Units that were subject to outstanding awardsunder the AMID Equity Plans as of such date. All outstanding AMID Units, AMID Series A Units, AMID Series C Units, AMID General Partner Units and theAMID Incentive Distribution Rights have been duly authorized and validly issued and are fully paid, nonassessable (except as such nonassessability may beaffected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and free of preemptive rights. Except (A) as set forth above in this Section 4.2(a) , or (B) as otherwise permitted by Section 5.2(b) , as of the date of this Agreement there are not, and as of the Effective Time there will not be, any AMIDPartnership Interests or other limited partnership interests, voting securities or other equity interests of AMID issued and outstanding or any subscriptions, options,warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any AMID PartnershipInterests or other partnership interests, voting securities or other equity interests of AMID, including any representing the right to purchase or otherwise receive anyof the foregoing or any bond, debenture or other indebtedness having the right to vote or convertible, exchangeable or exercisable for securities having the right tovote.

(b) Except as set forth in the AMID Subsidiary Documents, none of AMID or any of its Subsidiaries has issued or is bound by any outstandingsubscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the future issuanceor disposition of any partnership interests, shares of capital stock, voting securities or equity interests of any Subsidiary of AMID. Except (i) as set forth in theAMID Charter Documents or AMID Subsidiary Documents, as in effect as of the

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date of this Agreement or (ii) in connection with the vesting, settlement or forfeiture of, or Tax withholding with respect to, any equity or equity-based awardsoutstanding as of the date of this Agreement, there are no outstanding obligations of AMID or any of its Subsidiaries to repurchase, redeem or otherwise acquireany AMID Partnership Interests or other limited partnership interests, shares of capital stock, voting securities or equity interests (or any options, warrants or otherrights to acquire any AMID Partnership Interests or other limited partnership interests, shares of capital stock, voting securities or equity interests) of AMID or anyof its Subsidiaries.

(c) AMID GP is the sole general partner of AMID. AMID GP is the sole record and beneficial owner of the AMID GP Interest, and such AMID GPInterest has been duly authorized and validly issued in accordance with applicable Law and the AMID Partnership Agreement. AMID GP owns the AMID GPInterest free and clear of any Liens.

Section 4.3 Authority; Noncontravention ; Voting Requirements .

(a) Each of the AMID Entities has all necessary power and authority to execute and deliver this Agreement and to consummate the transactionscontemplated hereby, including the Merger. The execution, delivery and performance by the AMID Entities of this Agreement, the Holdings ContributionAgreement and the consummation of the transactions contemplated hereby and thereby, including the Merger, have been duly authorized and approved by allrequisite partnership or limited liability company action on the part of each of the AMID Entities. At a meeting duly called and held, the AMID GP Boardunanimously approved this Agreement, the Holdings Contribution Agreement and the transactions contemplated hereby and thereby, including the Merger and theHoldings Contribution, and no other entity action on the part of the AMID Entities is necessary to authorize the execution, delivery and performance by the AMIDEntities of this Agreement and the Holdings Contribution Agreement and the consummation of the transactions contemplated hereby and thereby, including theMerger and the Holdings Contribution. This Agreement and the Holdings Contribution Agreement have been duly executed and delivered by the applicable AMIDEntities and, assuming due authorization, execution and delivery of this Agreement and the Holdings Contribution Agreement by the other parties hereto, thisAgreement constitutes a legal, valid and binding obligation of each of the applicable AMID Entities, enforceable against each of them in accordance with its terms,except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Lawsaffecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding or at law or in equity).

(b) Neither the execution and delivery of each of this Agreement and the Holdings Contribution Agreement by the AMID Entities, nor theconsummation by the AMID Entities of the transactions contemplated hereby and thereby, nor compliance by the AMID Entities with any of the terms orprovisions of this Agreement, will (i) conflict with or violate any provision of the AMID Charter Documents, the AMID GP Charter Documents, or any of theAMID Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 are obtained and the filings referred to inSection 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to AMID or any of its Subsidiaries or any oftheir respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapseof time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance requiredby, or result in the creation of any Lien upon any of the respective properties or assets of, AMID or any of its Subsidiaries under any of the terms, conditions orprovisions of any Contract or AMID Permit (including any Environmental Permit) to which AMID or any of its Subsidiaries is a party, or by which they or any oftheir respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of AMID orany of its Subsidiaries, except, in the case of clauses (ii)(x) and (ii)(y) , for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations orLiens as, individually or in the aggregate, would not reasonably be expected to have an AMID Material Adverse Effect.

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(c) None of the AMID Entities or any of their respective Subsidiaries holds any limited partner interests, capital stock, voting securities or equityinterests of SXE or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe forany such limited partner interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any otheragreements of any character to purchase or acquire any such limited partner interests, shares of capital stock, voting securities or equity interests or any securities orrights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such limited partner interests, shares of capital stock, votingsecurities or equity interests.

Section 4.4 Governmental Approvals . Except for (i) filings required under, and compliance with other applicable requirements of, the Exchange Act and theSecurities Act, including the filing of the Registration Statement and the Proxy Statement with the SEC, (ii) the filing of the Certificate of Merger with theSecretary of State of the State of Delaware, (iii) filings required under, and compliance with other applicable requirements of, the HSR Act or (iv) any consents,authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, no consents or approvals of, or filings, declarations orregistrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by AMID and the consummation byAMID of the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given,would not, individually or in the aggregate, reasonably be expected to result in an AMID Material Adverse Effect.

Section 4.5 AMID SEC Documents; Undisclosed Liabilities .

(a) AMID and its Subsidiaries have filed and furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy and otherstatements required to be filed by them with the SEC since December 31, 2014 (collectively and together with all documents filed on a voluntary basis on Form8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “ AMID SEC Documents ”). The AMIDSEC Documents, as of their respective effective dates (in the case of the AMID SEC Documents that are registration statements filed pursuant to the requirementsof the Securities Act) and as of their respective SEC filing dates (in the case of all other AMID SEC Documents), or, if amended, as finally amended prior to thedate of this Agreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act, as the casemay be, applicable to such AMID SEC Documents, and none of the AMID SEC Documents as of such respective dates contained any untrue statement of amaterial fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances underwhich they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff withrespect to the AMID SEC Documents. To the Knowledge of AMID, none of the AMID SEC Documents is the subject of ongoing SEC review or investigation.

(b) The consolidated financial statements of AMID included in the AMID SEC Documents as of their respective dates (if amended, as of the date ofthe last such amendment) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SECwith respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) appliedon a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidatedfinancial position of AMID and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes inpartners’ equity for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been orwill be, individually or in the aggregate, material to AMID and its consolidated Subsidiaries, taken as a whole).

(c) AMID has established and maintains internal control over financial reporting and disclosure controls and procedures (as such terms are defined inRule 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to AMID,

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including its consolidated Subsidiaries, required to be disclosed by AMID in the reports that it files or submits under the Exchange Act is accumulated andcommunicated to AMID’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosurecontrols and procedures are effective to ensure that information required to be disclosed by AMID in the reports that it files or submits under the Exchange Act isrecorded, processed, summarized and reported within the time periods specified in SEC rules and forms. AMID’s principal executive officer and its principalfinancial officer have disclosed, based on their most recent evaluation, to AMID’s auditors and the audit and risk committee of the AMID GP Board (x) allsignificant deficiencies in the design or operation of internal controls which could adversely affect AMID’s ability to record, process, summarize and reportfinancial data and have identified for AMID’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in AMID’s internal controls. The principal executive officer and the principal financial officer ofAMID have made all certifications required by the Sarbanes-Oxley Act, the Exchange Act and any related rules and regulations promulgated by the SEC withrespect to the AMID SEC Documents, and the statements contained in such certifications were complete and correct when made. The management of AMID hascompleted its assessment of the effectiveness of AMID’s internal control over financial reporting in compliance with the requirements of Section 404 of theSarbanes-Oxley Act for the year ended December 31, 2016, and such assessment concluded that such controls were effective. To the Knowledge of AMID, as ofthe date of this Agreement, there are no facts or circumstances that would prevent its principal executive officer and principal financial officer from giving thecertifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, whennext due.

(d) Except (i) as reflected or otherwise reserved against on the balance sheet of AMID and its Subsidiaries as of the Balance Sheet Date (including thenotes thereto) included in the AMID SEC Documents filed by AMID and publicly available prior to the date of this Agreement, (ii) for liabilities and obligationsincurred since the Balance Sheet Date in the ordinary course of business and (iii) for liabilities and obligations incurred under or in accordance with this Agreementor in connection with the transactions contemplated hereby, neither AMID nor any of its Subsidiaries has any liabilities or obligations of any nature (whether or notaccrued or contingent), that would be required to be reflected or reserved against on a consolidated balance sheet of AMID prepared in accordance with GAAP orthe notes thereto, other than as have not and would not reasonably be expected to have, individually or in the aggregate, an AMID Material Adverse Effect.

(e) Neither AMID nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheetpartnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among AMID and any of itsSubsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the otherhand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such Contract is to avoid disclosureof any material transaction involving, or material liabilities of, AMID in AMID’s published financial statements or any AMID SEC Documents.

Section 4.6 Absence of Certain Changes or Events .

(a) Since the Balance Sheet Date, there has not been an AMID Material Adverse Effect.

(b) Since the Balance Sheet Date, (i) except for this Agreement and the transactions contemplated hereby, AMID and its Subsidiaries have carried onand operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and (ii) neither AMID nor any of itsSubsidiaries has taken any action described in Section 5.2(b) that, if taken after the date of this Agreement and prior to the Effective Time without the prior writtenconsent of SXE, would violate such provision.

Section 4.7 Legal Proceedings . There are no investigations or proceedings pending (or, to the Knowledge of AMID, threatened) by any GovernmentalAuthority with respect to AMID or any of its Subsidiaries or actions,

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suits or proceedings pending (or, to the Knowledge of AMID, threatened) against AMID or any of its Subsidiaries or any of their respective properties, at law or inequity before any Governmental Authority, and there are no orders, judgments or decrees of any Governmental Authority against AMID or any of its Subsidiaries,in each case except for those that would not reasonably be expected to have, individually or in the aggregate, an AMID Material Adverse Effect.

Section 4.8 Compliance with Laws; Permits .

(a) AMID and its Subsidiaries are, and since the later of December 31, 2014 and their respective dates of incorporation, formation or organizationhave been, in compliance with and are not in default under or in violation of any applicable Laws, except where such non-compliance, default or violation wouldnot have, individually or in the aggregate, an AMID Material Adverse Effect.

(b) AMID and its Subsidiaries are in possession of all Permits (including Environmental Permits) necessary for AMID and its Subsidiaries to own,lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “ AMID Permits ”), except where the failure tohave any of the AMID Permits would not have, individually or in the aggregate, an AMID Material Adverse Effect. All AMID Permits are in full force and effect,except where the failure to be in full force and effect would not have, individually or in the aggregate, an AMID Material Adverse Effect. No suspension orcancellation of any of the AMID Permits is pending or, to the Knowledge of AMID, threatened, except where such suspension or cancellation would not have,individually or in the aggregate, an AMID Material Adverse Effect. AMID and its Subsidiaries are not, and since December 31, 2014 have not been, in violation orbreach of, or default under, any AMID Permit, except where such violation, breach or default would not have, individually or in the aggregate, an AMID MaterialAdverse Effect. As of the date of this Agreement, to the Knowledge of AMID, no event or condition has occurred or exists which would result in a violation of,breach, default or loss of a benefit under, or acceleration of an obligation of AMID or any of its Subsidiaries under, any AMID Permit, or has caused (or wouldcause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any AMID Permit (in each case, with or without notice or lapse of time orboth), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, an AMID Material AdverseEffect.

(c) Without limiting the generality of Section 4.8(a) , AMID, each of its Subsidiaries, and, to the Knowledge of AMID, each joint venture partner,joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the U.S. Foreign CorruptPractices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to AMID or its Subsidiaries; (ii) has not, to the Knowledge of AMID, beengiven written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any otherU.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of AMID, is not being (and has not been) investigated by any GovernmentalAuthority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an AMID Material Adverse Effect.

Section 4.9 Information Supplied . Subject to the accuracy of the representations and warranties of SXE set forth in Section 3.9 , none of the informationsupplied (or to be supplied) in writing by or on behalf of AMID specifically for inclusion or incorporation by reference in (a) the Registration Statement will, at thetime the Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, containany untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, inlight of the circumstances under which they are made, not misleading, and (b) the Proxy Statement will, on the date it is first mailed to SXE Unitholders, and at thetime of the SXE Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary inorder to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement and Proxy Statement willcomply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act, as applicable. Notwithstanding the foregoing,AMID makes no

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representation or warranty with respect to information supplied by or on behalf of SXE for inclusion or incorporation by reference in any of the foregoingdocuments.

Section 4.10 Tax Matters .

(a) All Tax Returns that were required to be filed by or with respect to AMID or any of its Subsidiaries have been duly and timely filed (taking intoaccount any extension of time within which to file) and all such Tax Returns are true, complete and accurate in all material respects. All items of income, gain, loss,deduction and credit or other items required to be included in each such Tax Returns have been so included. All Taxes owed by AMID or any of its Subsidiariesthat are or have become due have been timely paid in full or an adequate reserve for the payment of such Taxes has been established.

(b) There are no audits, examinations, investigations or other legal proceedings pending or threatened with respect to Taxes or with respect to any TaxReturn of AMID or any of its Subsidiaries.

(c) All amounts required to be collected or withheld by AMID or any of its Subsidiaries with respect to Taxes have been timely collected or withheldand any such amounts that are required to have been remitted to any Taxing authority have been timely remitted.

(d) Neither AMID nor any of its Subsidiaries has consented to any waivers or extensions of any applicable statute of limitations for the assessment orcollection of any Taxes or any due date for the filing of any Tax Return with respect to it that remain in effect.

(e) There are no Liens for Taxes upon the assets of AMID or any of its Subsidiaries, except for statutory Liens for Taxes not yet due and payable orthe amount or validity of which is being contested in good faith by appropriate proceedings.

(f) No assessment, deficiency or adjustment in respect of Taxes has been asserted, proposed, assessed or threatened in writing by any Tax authorityagainst AMID or any of its Subsidiaries.

(g) No written claim has been made by a Tax authority in a jurisdiction where AMID or any of its Subsidiaries does not pay Tax or file Tax Returnsthat AMID or any Subsidiary is or may be subject to Taxes assessed by such jurisdiction, nor has any assertion been threatened or proposed in writing.

(h) Neither AMID nor any of its Subsidiaries will be required to include any amount in income for any taxable period as a result of a change inaccounting method for any Pre-Closing Tax Period or pursuant to any agreement with any Tax authority with respect to any such taxable period.

(i) Neither AMID nor any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due byAMID or any of its Subsidiaries pursuant to any such agreement or arrangement or any Tax indemnification agreement.

(j) Neither AMID nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated federal income Tax Return or has anyliability for the Taxes of any Person (other than AMID or any Subsidiary), as a transferee or successor, by contract, or otherwise.

(k) Neither AMID nor any of its Subsidiaries has entered into any agreement or arrangement with any Tax authority that requires AMID or any of itsSubsidiaries to take any action or refrain from taking any action with respect to Taxes.

(l) Neither AMID nor any of its Subsidiaries has entered into a transaction that is a “reportable transaction” within the meaning of TreasuryRegulations Section 1.6011-4(b).

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(m) Neither AMID nor any of its Subsidiaries has agreed to or could be required to include any item of income in, or exclude any item of deductionfrom, taxable income for any Post-Closing Tax Period as a result of any installment sale or open transaction disposition made on or prior to the Closing Date,prepaid amount received on or prior to the Closing Date or election under Section 108(i) of the Code.

(n) AMID and each Subsidiary that is classified as a partnership for U.S. federal income tax purposes have in effect a valid election under Section 754of the Code.

(o) AMID is properly classified as a partnership for U.S. federal income tax purposes, and not as an association or a publicly traded partnershiptaxable as a corporation under Section 7704 of the Code and has been properly treated as such since its formation, and each of its Subsidiaries is either (i) properlyclassified as a partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal incometax purposes pursuant to Treasury Regulations Section 301.7701-3(b).

(p) Neither AMID nor any of its Subsidiaries is a “foreign person” within the meaning of Section 1445 of the Code.

Section 4.11 Employee Benefits .

(a) Section 4.11(a) of the AMID Disclosure Schedule lists all material AMID Benefit Plans. “ AMID Benefit Plans ” means (i) all “employee benefitplans” (within the meaning of Section 3(3) of ERISA) and (ii) all other compensation or employee benefit plans, programs, policies, agreements or otherarrangements, whether or not subject to ERISA, including, cash or equity or equity-based, employment, retention, change of control, health, medical, dental,disability, accident, life insurance, vacation, severance, retirement, pension, savings, or termination, in each case of clauses (i) and (ii) that are sponsored,maintained, contributed to or required to be contributed to by AMID or any of its Subsidiaries for the benefit of current or former employees, directors orconsultants of AMID or its Subsidiaries.

(b) Except as would not, individually or in the aggregate, have an AMID Material Adverse Effect, (i) none of AMID, any of its Subsidiaries, or any oftheir respective ERISA Affiliates contributes to, is required to contribute to, or has in the last six years contributed to or been required to contribute to aMultiemployer Plan and none of AMID, any of its Subsidiaries, or any of their respective ERISA Affiliates has incurred any “withdrawal liability” (within themeaning of Section 4201 of ERISA) to a Multiemployer Plan that has not been satisfied in full or has (or is reasonably expected to have) any other current orcontingent liability with respect to any Multiemployer Plan, and (ii) none of AMID, any of its Subsidiaries, or any of their respective ERISA Affiliates has in thelast six years sponsored, maintained, contributed to or been required to contribute to, or has (or is reasonably expected to have) any current or contingent liabilitywith respect to any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, that is subject to Title IV or Section 302 of ERISA or Section 412 of theCode.

(c) Except for such claims which would not, individually or in the aggregate, have an AMID Material Adverse Effect, no action, dispute, suit, claim,arbitration, or legal, administrative or other proceeding or governmental action is pending or, to the Knowledge of AMID, threatened (i) with respect to any AMIDBenefit Plan other than claims for benefits in the ordinary course, (ii) alleging any breach of the material terms of any AMID Benefit Plan or any fiduciary dutieswith respect thereto or (iii) with respect to any violation of any applicable Law with respect to such AMID Benefit Plan.

(d) Each AMID Benefit Plan has been maintained, funded and administered in compliance with its terms and with applicable Law, including ERISAand the Code, except for such non-compliance which would not, individually or in the aggregate, have an AMID Material Adverse Effect.

(e) Except as would not have, individually or in the aggregate, an AMID Material Adverse Effect, with respect to any AMID Benefit Plan, allcontributions, premiums and other payments due from any of AMID or its

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Subsidiaries required by Law or any AMID Benefit Plan have been made or properly accrued under any such plan to any fund, trust or account establishedthereunder or in connection therewith by the due date thereof.

(f) Each AMID Benefit Plan subject to Section 409A of the Code has complied in form and operation with the requirements of Section 409A of theCode as in effect from time-to-time.

(g) The consummation of the transactions contemplated hereby will not, either alone or in combination with another event, (i) entitle any current orformer employee, consultant or officer of AMID, AMID GP or any of their respective Subsidiaries to any severance pay, retention bonuses, parachute payments,non-competition payments, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of anycompensation due any such employee, consultant or officer, (iii) result in any forgiveness of indebtedness or obligation to fund benefits with respect to any suchemployee, director or officer or (iv) result in any amount failing to be deductible by reason of Section 280G of the Code.

Section 4.12 Labor Matters .

(a) Except as would not, individually or in the aggregate, have an AMID Material Adverse Effect, none of the employees of AMID, AMID GP or anyof their respective Subsidiaries is represented in his or her capacity as an employee of AMID, AMID GP or such Subsidiary by any labor organization. None ofAMID, AMID GP or any such Subsidiary has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent ofany employees of AMID, AMID GP or any of their respective Subsidiaries, nor has AMID, AMID GP or any such Subsidiary entered into any collectivebargaining agreement or union contract recognizing any labor organization as the bargaining agent of any employees of AMID, AMID GP or any of theirrespective Subsidiaries.

(b) Except for such matters which would not, individually or in the aggregate, have an AMID Material Adverse Effect, none of AMID, AMID GP orany of their respective Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for theenforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation ofAMID, AMID GP or any of their respective Subsidiaries with respect to such matters and, to the Knowledge of AMID and AMID GP, no such investigation is inprogress. Except for such matters which would not have, individually or in the aggregate, an AMID Material Adverse Effect, (i) there are no (and have not beenduring the two-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of AMID, AMID GP or any of their respectiveSubsidiaries, (ii) to the Knowledge of AMID and AMID GP, there is no (and has not been during the two-year period preceding the date of this Agreement) unionorganizing effort pending or threatened against AMID, AMID GP or any of their respective Subsidiaries, (iii) there is no (and has not been during the two-yearperiod preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pendingor, to the Knowledge of AMID or AMID GP, threatened against AMID, AMID GP or any of their respective Subsidiaries and (iv) there is no (and has not beenduring the two year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of AMID or AMID GP, threatenedwith respect to any employees of AMID, AMID GP or any of their respective Subsidiaries. None of AMID, AMID GP or any of their respective Subsidiaries hasany liabilities under the WARN Act as a result of any action taken by AMID, AMID GP or any of their respective Subsidiaries that would have, individually or inthe aggregate, an AMID Material Adverse Effect. Except for such non-compliance which would not have, individually or in the aggregate, an AMID MaterialAdverse Effect, AMID, AMID GP and each of their respective Subsidiaries is, and during the two year period preceding the date of this Agreement has been, incompliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupationalsafety and health (including classifications of service providers as employees and/or independent contractors).

Section 4.13 Environmental Matters . Except as would not, individually or in the aggregate, have an AMID Material Adverse Effect: (i) each of AMID andits Subsidiaries is, and, since December 31, 2014, has been, in

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compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with all Environmental Permits, (ii) therehas been no release of any Hazardous Substance by AMID or any of its Subsidiaries, or to the Knowledge of AMID, any other Person in any manner that wouldreasonably be expected to give rise to AMID or any of its Subsidiaries incurring any remedial obligation or corrective action requirement under applicableEnvironmental Laws, (iii) there are no investigations, actions, suits or proceedings pending or, to the Knowledge of AMID, threatened against AMID or any of itsSubsidiaries or involving any real property currently or, to the Knowledge of AMID, formerly owned, operated or leased by or for AMID or any Subsidiaryalleging noncompliance with or liability under, any Environmental Law and (iv) to the Knowledge of AMID, no Hazardous Substance has been disposed of,released or transported in violation of any applicable Environmental Law, from any properties owned or operated by AMID or any of its Subsidiaries or as a resultof any operations or activities of AMID or any of its Subsidiaries.

Section 4.14 Contracts .

(a) Section 4.14(a) of the AMID Disclosure Schedule contains a true and complete listing of the each “material contract” (as such term is defined inItem 601(b)(10) of Regulation S-K of the SEC) (which term, for purposes of this Section 4.14 , shall not include any AMID Benefit Plan) to which any of AMIDor its Subsidiaries is a party in effect on the date of this Agreement (each Contract that is described in this Section 4.14(a) being an “ AMID Material Contract ”).

(b) Except as would not have, individually or in the aggregate, an AMID Material Adverse Effect: (i) each AMID Material Contract is valid andbinding on AMID and any of its Subsidiaries, as applicable, and is in full force and effect; (ii) each AMID Material Contract will continue to be valid and bindingon AMID and any of its Subsidiaries, as applicable, and in full force and effect on identical terms following the consummation of the transactions contemplated bythis Agreement; (iii) AMID and each of its Subsidiaries has performed all obligations required to be performed by it to date under each AMID Material Contract;(iv) neither AMID nor any of its Subsidiaries has received written notice of, or knows of, the existence of any event or condition which constitutes, or, after noticeor lapse of time or both, will constitute, a default on the part of AMID or any of its Subsidiaries under any such AMID Material Contract; and (v) to the Knowledgeof AMID, as of the date of this Agreement no other party to any AMID Material Contract is in default thereunder, nor does any condition exist that with notice orlapse of time or both would constitute a default by any such other party thereunder.

Section 4.15 Property .

(a) Except as would not have, individually or in the aggregate, an AMID Material Adverse Effect, AMID or a Subsidiary of AMID owns and has goodtitle to all of its owned real property (other than severed oil, gas and/or mineral rights and other hydrocarbon interests) and good title to all its owned personalproperty, and has valid leasehold interests in all of its leased real properties (other than hydrocarbon interests) free and clear of all Liens, in each case, sufficient toconduct their respective businesses as currently conducted (except in all cases for Liens permissible under or not prohibited by any applicable material loanagreements and indentures (together with all related mortgages, deeds of trust and other security agreements)). Except as would not have, individually or in theaggregate, an AMID Material Adverse Effect, all leases under which AMID or any of its Subsidiaries lease any real or personal property (other than hydrocarboninterests) are valid and effective against AMID or any of its Subsidiaries and, to the Knowledge of AMID, the counterparties thereto, in accordance with theirrespective terms, and there is not, under any of such leases, any existing material default by AMID or any of its Subsidiaries or, to the Knowledge of AMID, thecounterparties thereto, or, to the Knowledge of AMID, any event which, with notice or lapse of time or both, would become a material default by AMID or any ofits Subsidiaries, or, to the Knowledge of AMID, the counterparties thereto.

(b) AMID and its Subsidiaries have such rights-of-way as are sufficient to conduct their businesses in all material respects as currently conducted,except where the cost(s) of curing the failure(s) to obtain such such rights-of-way, would not, individually or in the aggregate, have an AMID Material AdverseEffect. Except as

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would not, individually or in the aggregate, have an AMID Material Adverse Effect, each of AMID and its Subsidiaries has fulfilled and performed all itsobligations with respect to such rights-of-way which are required to be fulfilled or performed as of the date of this Agreement (subject to all applicable waivers,modifications, grace periods and extensions) and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereofor would result in any impairment of the rights of the holder of any such rights-of-way, except for rights reserved to, or vested in, any municipality or otherGovernmental Authority or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, toterminate or to require annual or other periodic payments as a condition to the continuance of such right.

Section 4.16 Brokers and Other Advisors . Except for Deutsche Bank Securities Inc., the fees and expenses of which will be paid by AMID, no broker,investment banker or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or commission, or the reimbursement of expenses, inconnection with the Merger or the transactions contemplated hereby based on arrangements made by or on behalf of AMID or any of its Subsidiaries.

Section 4.17 Regulatory Matters .

(a) None of AMID or any of its Subsidiaries owns or operates facilities subject to the NGA or the NGPA, and there are no proceedings pending, or tothe Knowledge of AMID, threatened, alleging that AMID or any of its Subsidiaries is in material violation of the NGA, or the NGPA.

(b) None of AMID or any of its Subsidiaries nor any of the services provided by AMID or any of its Subsidiaries are subject to regulation by theFederal Energy Regulatory Commission pursuant to the ICA, and there are no Proceedings pending, or to the Knowledge of AMID, threatened, alleging that AMIDor any of its Subsidiaries is in material violation of the ICA.

Section 4.18 Financing . On the Closing Date, AMID shall have sufficient cash, borrowing availability under its credit facilities, available lines of credit orother sources of immediately available funds (in Dollars) to pay in full the amount set forth in the Payoff Letters pursuant to Section 5.15 .

Section 4.19 No Other Representations or Warranties . Except for the representations and warranties set forth in this Article IV , neither the AMID Entitiesnor any other Person makes or has made any express or implied representation or warranty with respect to AMID GP, AMID or its Subsidiaries or with respect toany other information provided to the SXE Entities in connection with the Merger, the Holdings Contribution or the transactions contemplated hereby or by theHoldings Contribution Agreement. Without limiting the generality of the foregoing, neither the AMID Entities nor any other Person will have or be subject to anyliability or other obligation to any of the SXE Entities or any other Person resulting from the distribution to any of the SXE Entities (including theirRepresentatives), or any of the SXE Entities’ (or such Representatives’) use of, any such information, including any information, documents, projections, forecastsor other materials made available to the SXE Entities in any “data rooms” or management presentations in expectation of the Merger.

ARTICLE VADDITIONAL COVENANTS AND AGREEMENTS

Section 5.1 Preparation of the Registration Statement and the Proxy Statement; SXE Unitholders Meeting .

(a) As soon as practicable following the date of this Agreement, SXE and AMID shall prepare and AMID shall file with the SEC the RegistrationStatement, in which the Proxy Statement will be included as a prospectus. Each of SXE and AMID shall use its reasonable best efforts to have the RegistrationStatement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration

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Statement effective for so long as necessary to consummate the transactions contemplated hereby. SXE shall use its reasonable best efforts to cause the ProxyStatement to be mailed to the SXE Unitholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. No filingof, or amendment or supplement to, the Registration Statement will be made by AMID, and no filing of, or amendment or supplement to, the Proxy Statement willbe made by SXE, without providing the other Party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time anyinformation relating to SXE or AMID, or any of their respective Affiliates, directors or officers, is discovered by SXE or AMID that should be set forth in anamendment or supplement to any of the Registration Statement or the Proxy Statement, so that any such document would not include any misstatement of amaterial fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,the Party that discovers such information shall promptly notify the other Parties hereto and an appropriate amendment or supplement describing such informationshall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the SXE Unitholders. The Parties shall notify eachother promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments orsupplements to the Proxy Statement or the Registration Statement or for additional information and shall supply each other with copies of (i) all correspondencebetween it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement and theRegistration Statement, or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement.

(b) SXE shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold aspecial meeting of the SXE Unitholders (the “ SXE Unitholders Meeting ”) for the purpose of obtaining the SXE Unitholder Approval. Subject to Section 5.3 ,SXE shall, through the SXE GP Board, recommend to the SXE Unitholders approval of this Agreement (the “ SXE Board Recommendation ”). Unless the SXEGP Board has effected a SXE Adverse Recommendation Change in accordance with Section 5.3 , SXE shall use its reasonable best efforts to solicit from the SXEUnitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the SXE Unitholder Approval. The Proxy Statement shallinclude, subject to Section 5.3 , the SXE Board Recommendation. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminatedin accordance with Section 7.1 , SXE shall submit this Agreement for approval by the SXE Unitholders at such SXE Unitholders Meeting. Notwithstandinganything in this Agreement to the contrary, SXE may postpone or adjourn the SXE Unitholders Meeting (i) to solicit additional proxies for the purpose of obtainingthe SXE Unitholder Approval, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental oramended disclosure that SXE has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental oramended disclosure to be disseminated and reviewed by the SXE Unitholders prior to the SXE Unitholders Meeting, or (iv) if SXE has delivered any noticecontemplated by Section 5.3(c) and the time periods contemplated by Section 5.3(c) have not expired.

Section 5.2 Conduct of Business .

(a) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a) of the SXE Disclosure Schedule, (iii) as required byapplicable Law, or (iv) as consented to in writing (including by e-mail) by AMID (which consent shall not be unreasonably withheld, delayed or conditioned) (ordeemed consented to by AMID as provided in the last sentence of this Section 5.2(a) ), during the period from the date of this Agreement until the Effective Time,SXE shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course of business consistent with past practice and (ii) usecommercially reasonable efforts to (A) preserve intact its business organization and assets; (B) keep available the services of its current officers and key employees;(C) keep in full force and effect all material SXE Permits; and (D) comply in material respects with all applicable Laws. Without limiting the generality of theforegoing, except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a) of the SXE Disclosure Schedule, (iii) as required by applicableLaw, or (iv) as consented to in writing (including by e-mail) by AMID (which consent shall not be unreasonably withheld, delayed or conditioned) (or deemedconsented to by AMID as provided in

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the last sentence of this Section 5.2(a) ), during the period from the date of this Agreement to the Effective Time, SXE shall not, and shall not permit itsSubsidiaries to:

(i) (A) issue, sell, grant, set aside, dispose of, accelerate the vesting of, modify, or otherwise subject to any Lien as applicable, any SXESecurities, (B) redeem, purchase or otherwise acquire any SXE Securities including pursuant to contracts as in effect on the date hereof, other thanwith respect to any equity or equity-based awards granted under any SXE Equity Plan outstanding as of the date of this Agreement, (C) declare, setaside for payment or pay any distribution or dividends on any SXE Securities (other than the issuance of Class B PIK Units pursuant to the SXEPartnership Agreement, or distributions from wholly owned Subsidiaries of SXE to its parent), or (D) split, combine, subdivide or reclassify orotherwise amend the terms of any SXE Securities;

(ii) (A) incur, refinance (or enter into a “keep well” or similar agreement with respect to such indebtedness), assume or guarantee anyindebtedness for borrowed money, or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities, otherthan (1) borrowings under the SXE Credit Facilities, or any replacements thereof, in the ordinary course of business consistent with past practice;provided that (x) borrowings outstanding from time to time under the SXE Revolving Credit Agreement, or any replacements thereof, shall not exceedthe available Liquidity (as defined in the SXE Revolving Credit Agreement) under the SXE Revolving Credit Agreement and (y) borrowingsoutstanding from time to time under the SXE Term Loan, or any replacements thereof, shall not exceed an amount equal to the outstanding borrowingsthereunder as of the date hereof plus $10,000,000; (2) intercompany borrowings from SXE or any of its Subsidiaries, (3) repayments of borrowingsfrom any of SXE or its Subsidiaries by any of SXE or its Subsidiaries, (4) non-convertible Qualifying Notes (as defined in the Investment Agreement)issued to one or more Sponsors (as defined in the Backstop Letter) in exchange for cash as required by the Investment Agreement, Backstop Letter orpursuant to an investment in SXE that reduces the Committed Amount (as defined in the Investment Agreement), in an initial aggregate principalamount not in excess of $15,000,000, which, in each case, shall reduce the amount of borrowings permitted to be incurred under clause (1) of thisSection 5.2(a)(ii) on a dollar for basis, whether through a reduction in available Liquidity, a reduction in commitments under the SXE RevolvingCredit Agreement or otherwise (without duplication, plus any paid-in-kind interest in respect of such Qualifying Notes, and (5) guarantees by any SXEor its Subsidiaries of indebtedness of any SXE or its Subsidiaries, or (B) except as permitted pursuant to clause (A) above, repay, prepay orrepurchase any long-term indebtedness for borrowed money or debt securities of any of SXE or its Subsidiaries (other than (x) revolving indebtedness,(y) borrowings from any of SXE or its Subsidiaries or (z) repayments or repurchases required pursuant to the terms of such indebtedness or debtsecurity as in effect on the date hereof and listed in Section 5.2(a)(ii) of the SXE Disclosure Schedule);

(iii) sell, transfer, lease, license, subject to any Lien or otherwise dispose of (including pursuant to a sale leaseback transaction or an assetsecuritization transaction) any of its properties or assets with a fair market value in excess of $500,000 individually or $1,000,000 in the aggregate,except (A) pursuant to contracts in force at the date of this Agreement and listed in Section 5.2(a)(iii) of the SXE Disclosure Schedule,(B) dispositions of obsolete or worthless equipment, (C) transactions involving sales of crude oil, natural gas, condensates, natural gas liquids andother produced hydrocarbons and minerals made in the ordinary course of business consistent with past practice or (D) intercompany sales, transfers,leases or other disposals to any of SXE or its Subsidiaries;

(iv) make any capital expenditure or capital expenditures (which shall include, any investments by contribution to capital, property transfers,purchase of securities or otherwise) in excess of $1,000,000 in the aggregate, except for (A) any capital expenditures approved by the SXE GP Boardand included in the budget of SXE provided to AMID prior to the date hereof as set forth on Section 5.2(a)(iv) of the SXE Disclosure Schedule,(B) any capital expenditures set forth in Section 5.2(a) of the SXE Disclosure Schedule or (C) as may be reasonably required to conduct emergencyoperations, repairs or replacements on any well, pipeline, or other facility;

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(v) directly or indirectly (A) acquire or agree to acquire by merging or consolidating with, or by purchasing all of or a substantial equity interestin or material assets of, making an investment in or loan or capital contribution to or by any other manner, any Person or division, business or equityinterest of any Person or (B) enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement thatwould restrict or limit, in any material respect, the operations of SXE and its Subsidiaries;

(vi) assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans, advances or capitalcontributions to, or investments in, any other Person (other than (A) travel, relocation expenses and similar expenses or advances to its employees inthe ordinary course of business consistent with past practice), (B) intercompany loans and advances among SXE and its Subsidiaries or (C) trade creditgranted in the ordinary course of business consistent with past practice);

(vii) (A) except (1) for Contracts relating to indebtedness for borrowed money permitted under Section 5.2(a)(ii) , (2) for commodity derivativeinstruments entered into in compliance with SXE’s Risk Management Policy and (3) for contracts permitted under clause (E), enter into any contractor agreement that would be a SXE Material Contract if in existence as of the date of this Agreement; (B) modify or amend in any material respect orterminate any SXE Material Contract; (C) waive any material rights under any SXE Material Contract; (D) release any Person from, or modify orwaive any provision of, any standstill, confidentiality or similar agreement, in each case, related to a sale of SXE or any of its material Subsidiaries; or(E) enter into, amend or modify any contract that involves a future or potential liability or receivable, as the case may be, in excess of $1,000,000 andhas a term greater than one year and cannot be cancelled by SXE or any of its Subsidiaries without penalty or further payment and without more than90-days’ notice;

(viii) except as provided in Section 5.2(a)(viii) of the SXE Disclosure Schedule or as required by the terms, as of the date hereof, of any SXEBenefit Plan, (A) increase the compensation of any executive officer or management level employee, or pay any bonus or incentive compensation,(B) grant any new equity or non-equity based compensation award, (C) except in the ordinary course of business consistent with past practice,(x) enter into, establish, amend or terminate any SXE Benefit Plan or any other agreement or arrangement which would be a SXE Benefit Plan if itwere in effect on the date of this Agreement, (y) accelerate the vesting or payment of, or increase the amount of, any compensation or benefits underany SXE Benefit Plan or (z) fund any SXE Benefit Plan or trust relating thereto, or (D) grant, award, or otherwise provide for the payment of changeof control bonuses (not including the payment of the change of control bonus set forth in, and in accordance with, the Confidential Disclosure Letter);

(ix) (A) change its fiscal year or any material method of Tax accounting, (B) make, change or revoke any material Tax election, (C) settle orcompromise any material liability for Taxes, (D) file any amended Tax Return, or (E) surrender any right to claim a refund for Taxes, (F) enter into anarrangement with any Governmental Authority with respect to Taxes, (G) consent to an extension of the statute of limitations applicable to any Taxclaim or assessment, (H) take any action or fail to take any action that would reasonably be expected to cause any of SXE or its Subsidiaries that istreated as a partnership for U.S. federal income Tax purposes to be treated as a corporation for such purposes, or (I) engage in any activity or conductany business in a manner that would cause less than 90% of the gross income of SXE for any calendar quarter since its formation to be treated as“qualifying income” within the meaning of Section 7704(d) of the Code;

(x) make any material changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofaras may be required by a change in GAAP or applicable Law;

(xi) amend or otherwise change, or authorize or propose to amend or otherwise change, any SXE Charter Documents;

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(xii) adopt or enter into a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidationor other reorganization (other than transactions exclusively between wholly owned Subsidiaries of SXE);

(xiii) other than in the ordinary course of business consistent with past practice, cancel, compromise, waive or release any right or claim in amanner or with an effect that is, individually or in the aggregate, adverse to SXE and its Subsidiaries, taken as a whole, in any material respect;

(xiv) (A) permit the lapse (without renewal or replacement) of any existing material policy of insurance relating to the assets, operations andactivities of SXE or its Subsidiaries or (B) renew or replace any existing insurance policy for a premium that is in excess of 105% of the premium forsuch policy as of the date hereof or that is for a term in excess of 12 months;

(xv) accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or defer expenses, reduceinventories or otherwise increase cash on hand, except in the ordinary course of business consistent with past practice;

(xvi) (A) commence any suit, action, proceeding or material claims (other than with respect to any suit, action claim or proceeding againstAMID or any of its Affiliates) or (B) except in the ordinary course of business consistent with past practice, pay, discharge, settle or satisfy any suit,action, claims or proceeding, provided that such actions do not result in the payment or incurrence of liabilities or obligations by SXE or itsSubsidiaries of an amount in excess of $500,000 individually or $1,000,000 in the aggregate, and do not include any equitable remedies or otherrestrictions binding on SXE beyond such cash settlement; or

(xvii) agree, in writing or otherwise, to take any of the foregoing actions.

If SXE requests AMID’s consent in writing (including by e-mail) in accordance with Section 8.9 with additional notice to Eric Kalamaras and Louis Dorey or suchother individual as AMID shall designate in writing to SXE (the “ Designated AMID Representatives ”), with respect to any of the actions described in Section 5.2(a)(vii) , and AMID does not provide SXE with a written consent or denial of consent with respect thereto within five Business Days after such request is sentto the Designated AMID Representatives, AMID shall be deemed to have consented to such action; provided that if AMID reasonably requests additionalinformation within such five Business Day period, then AMID shall not be deemed to have consented to such action unless AMID does not provide SXE with awritten consent or denial of consent with respect thereto within five Business Days after all such requested information shall have been provided to the DesignatedAMID Representatives.

(b) Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(b) of the AMID Disclosure Schedule, (iii) as required byapplicable Law or (iv) as consented to in writing by SXE (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from thedate of this Agreement until the Effective Time, AMID shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course of businessconsistent with past practice and (ii) use commercially reasonable efforts to (A) preserve intact its business organization and assets; (B) keep available the servicesof its current officers and key employees; (C) keep in full force and effect all material AMID Permits; and (D) comply in material respects with all applicableLaws. Without limiting the generality of the foregoing, except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(b) of the AMIDDisclosure Schedule, (iii) as required by applicable Law, or (iv) as consented to in writing by SXE (which consent shall not be unreasonably withheld, delayed orconditioned), during the period from the date of this Agreement to the Effective Time, AMID shall not, and shall not permit its Subsidiaries to:

(i) (A) Except for (y) distributions by a direct or indirect Subsidiary of AMID to its parent or (z) AMID’s regular quarterly distributions andassociated distributions to the AMID GP, declare, set aside for payment or pay any distribution on any AMID Units or other AMID PartnershipInterests, or otherwise make any payments to the AMID Unitholders in their capacity as such; or (B) split, combine, subdivide or reclassify any of itslimited partnership units or other interests;

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(ii) make any material changes in financial accounting methods, principles or practices (or change an annual accounting period), except insofaras may be required by a change in GAAP or applicable Law;

(iii) except as otherwise in connection with the Merger, amend the AMID Charter Documents in any manner that would reasonably be expectedto (A) prohibit or materially impede or delay the Merger or the consummation of the other transactions contemplated by this Agreement, or(B) adversely affect in a material way the rights of holders of its securities or the securities of any other Party hereto;

(iv) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or otherreorganization (other than transactions exclusively between wholly owned Subsidiaries of AMID) that would (A) prevent or materially impede ordelay the ability of the Parties to satisfy any of the conditions to, or the consummation of the transactions set forth in this Agreement or (B) adverselyaffect in a material way the rights of holders of the securities of any Party hereto;

(v) take any action that would in any material respect impede or delay the ability of the Parties to satisfy any of the conditions to thetransactions contemplated hereby, in each case to a date after the Outside Date;

(vi) change its fiscal year or any material method of Tax accounting, (B) make, change or revoke any material Tax election, (C) take any actionor fail to take any action that would reasonably be expected to cause any of AMID or its material Subsidiaries that is treated as a partnership for U.S.federal income Tax purposes to be treated as a corporation for such purposes, or (D) engage in any activity or conduct its business in a manner thatwould cause less than 90% of the gross income of AMID for any calendar quarter since its formation to be treated as “qualifying income” within themeaning of Section 7704(d) of the Code; or

(vii) agree, in writing or otherwise, to take any of the foregoing actions.

Section 5.3 No Solicitation .

(a) SXE and SXE GP shall, and SXE shall cause its Subsidiaries and use reasonable best efforts to cause SXE’s and its Subsidiaries’ respectivedirectors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “ Representatives ”)to, immediately cease and cause to be terminated any discussions or negotiations with any Person conducted heretofore with respect to a SXE Alternative Proposal,request the return or destruction of all confidential information previously provided to such parties by or on behalf of SXE or its Subsidiaries and immediatelyprohibit any access by any Person (other than AMID and its Representatives) to any physical or electronic data room relating to a possible SXE AlternativeProposal. Except as permitted by this Section 5.3 , (x) SXE and SXE GP shall not, and SXE shall cause its Subsidiaries and use reasonable best efforts to cause itsRepresentatives not to, directly or indirectly (i) solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidentialinformation) or knowingly induce or take any other action intended to lead to any inquiries or any proposals that constitute the submission of a SXE AlternativeProposal, (ii) grant approval to any Person under clause (iii) of the provision in the definition of “ Outstanding ” in the SXE Partnership Agreement, (iii) enter intoany confidentiality agreement, merger agreement, letter of intent, agreement in principle, unit purchase agreement, asset purchase agreement or unit exchangeagreement, option agreement or other similar agreement relating to a SXE Alternative Proposal or (iv) withdraw, modify or qualify, or propose publicly towithdraw, modify or qualify, in a manner adverse to AMID, the SXE Board Recommendation or publicly recommend the approval or adoption of, or publiclyapprove or adopt, or propose to publicly recommend, approve or adopt, any SXE Alternative Proposal and (y) within ten business days of receipt of a writtenrequest of AMID following the receipt by SXE of any SXE Alternative Proposal, SXE shall publicly reconfirm the SXE Board Recommendation; provided thatAMID shall not be permitted to make such request on more than one

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occasion in respect of each SXE Alternative Proposal and each material modification to a SXE Alternative Proposal, if any (the taking of any action described inclause (x)(iv) or the failure to take the action described in clause (y ) being referred to as an “ SXE Adverse Recommendation Change ”). Without limiting theforegoing, it is understood that any violation of the foregoing restrictions by SXE’s Subsidiaries or Representatives shall be deemed to be a breach of this Section 5.3 by SXE unless such violation is committed without the Knowledge of SXE and SXE uses its reasonable best efforts to promptly cure such violation once SXEis made aware of such violation.

(b) In addition to the other obligations of SXE set forth in this Section 5.3 , SXE shall promptly advise AMID, orally and in writing, and in no eventlater than 48 hours after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiationsare sought to be initiated or continued with, SXE in respect of any SXE Alternative Proposal, and shall, in any such notice to AMID, indicate the identity of thePerson making such proposal, offer, inquiry or other contact and the material terms and conditions of any proposals or offers or the nature of any inquiries orcontacts (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry orrequest), and thereafter shall promptly keep AMID reasonably informed of all material developments affecting the status and terms of any such proposals, offers,inquiries or requests (and SXE shall promptly provide AMID with copies of any additional written materials received by SXE or that SXE has delivered to anythird party making a SXE Alternative Proposal that relate to such proposals, offers, inquiries or requests) and of the status of any such discussions or negotiations.

(c) Notwithstanding any other provision of this Agreement, at any time prior to obtaining the SXE Unitholder Approval, the SXE GP Board (upon therecommendation of the SXE Conflicts Committee) may effect a SXE Adverse Recommendation Change in response to a SXE Designated Proposal or a SXEChanged Circumstance if the SXE GP Board, after consultation with SXE GP’s financial advisor and outside legal counsel, determines in good faith that the failureto take such action would not be in the best interest of SXE and would be inconsistent with its duties under the SXE Partnership Agreement and applicable Lawand:

(i) if the SXE GP Board intends to effect such SXE Adverse Recommendation Change in response to a SXE Designated Proposal:

(A) such SXE Alternative Proposal is bona fide, in writing and has not been withdrawn or abandoned;

(B) the SXE GP Board has determined, after consultation with SXE GP’s outside legal counsel and financial advisors, that such SXEAlternative Proposal constitutes a SXE Designated Proposal;

(C) SXE has provided prior written notice to AMID in accordance with Section 8.9 (the “ SXE Designated Proposal Notice ”) of theSXE GP Board’s intention to effect a SXE Adverse Recommendation Change, and such SXE Designated Proposal Notice has specified theidentity of the Person making such SXE Alternative Proposal, the material terms and conditions of such SXE Alternative Proposal, andcomplete copies of any written proposal or offers (including proposed agreements) received by SXE in connection with such SXE AlternativeProposal;

(D) during the period that commences on the date of delivery of the SXE Designated Proposal Notice as determined in accordance withSection 8.9 and ends at 11:59 p.m. Central time on the date that is the fifth calendar day following the date of such delivery (the “ SXEDesignated Proposal Notice Period ”), SXE shall (1) negotiate with AMID in good faith to make such adjustments to the terms andconditions of this Agreement as would permit the SXE GP Board not to effect a SXE Adverse Recommendation Change; and (2) keep AMIDreasonably informed with respect to the status and changes in the material terms and conditions of such SXE Alternative Proposal or otherchange in circumstances related thereto; provided , however , that any material revisions to such SXE Alternative Proposal (it being agreedthat any change in the form, amount

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or timing of payment of consideration in such SXE Alternative Proposal shall be deemed a material revision) shall require delivery of asubsequent SXE Designated Proposal Notice and a subsequent SXE Designated Proposal Notice Period in respect of such revised SXEAlternative Proposal, except that such subsequent SXE Designated Proposal Notice Period shall expire upon the later of (x) the end of theinitial SXE Designated Proposal Notice Period and (y) 11:59 p.m. Central time on the date that is the third calendar day following the date ofthe delivery of such subsequent SXE Designated Proposal Notice; and

(E) the SXE GP Board shall have considered all revisions to the terms of this Agreement offered in writing by AMID and, at the end ofthe SXE Designated Proposal Notice Period, shall have determined in good faith, after consultation with SXE GP’s financial advisor andoutside legal counsel, that (i) such SXE Alternative Proposal continues to constitute a SXE Designated Proposal even if such revisions were tobe given effect and (ii) failure to effect a SXE Adverse Recommendation Change would not be in the best interest of SXE and would beinconsistent with its duties under the SXE Partnership Agreement and applicable Law even if such revisions were to be given effect; or

(ii) if the SXE GP Board intends to effect such SXE Adverse Recommendation Change in response to a SXE Changed Circumstance:

(A) SXE has provided prior written notice to AMID in accordance with Section 8.9 (the “ SXE Recommendation Change Notice ”)of the SXE GP Board’s intention to effect a SXE Adverse Recommendation Change, and such SXE Recommendation Change Notice hasspecified the details of such SXE Changed Circumstance and the reasons for the SXE Adverse Recommendation Change;

(B) during the period that commences on the date of delivery of the SXE Recommendation Change Notice as determined in accordancewith Section 8.9 and ends at 11:59 p.m. Central time on the date that is the fifth calendar day following the date of such delivery (the “ SXERecommendation Change Notice Period ”), SXE shall (i) negotiate with AMID in good faith to make such adjustments to the terms andconditions of this Agreement as would permit the SXE GP Board not to effect a SXE Adverse Recommendation Change; and (ii) keep AMIDreasonably informed of any change in circumstances related thereto; and

(C) the SXE GP Board shall have considered all revisions to the terms of this Agreement offered in writing by AMID and, at the end ofthe SXE Recommendation Change Notice Period, shall have determined in good faith, after consultation with SXE GP’s financial advisor andoutside legal counsel, that the failure to effect a SXE Adverse Recommendation Change would not be in the best interest of SXE and would beinconsistent with its duties under the SXE Partnership Agreement and applicable Law even if such revisions were to be given effect.

(d) Nothing contained in this Agreement shall prevent SXE or the SXE GP Board from issuing a “stop, look and listen” communication pursuant toRule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to a SXE Alternative Proposal if theSXE GP Board determines in good faith (after consultation with outside legal counsel) that its failure to do so would be reasonably likely to constitute a violation ofapplicable Law; provided that any SXE Adverse Recommendation Change may only be made in accordance with Section 5.3(d) . For the avoidance of doubt, apublic statement that describes SXE’s receipt of a SXE Alternative Proposal and the operation of this Agreement with respect thereto shall not be deemed to be aviolation of this Section 5.3 or a SXE Adverse Recommendation Change.

Section 5.4 Reasonable Best Efforts .

(a) Subject to the terms and conditions of this Agreement (including Section 5.4(d)), each of the AMID Entities, on the one hand, and the SXEEntities, on the other hand, shall cooperate with the other and use (and

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shall cause their respective Subsidiaries to use) its reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist andcooperate with the other in doing, all things, necessary, proper or advisable under applicable Law to cause the conditions to the Closing to be satisfied as promptlyas practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactionscontemplated hereby, including preparing and filing promptly and fully with any Governmental Authority all documentation to effect all necessary filings,notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommendedfilings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the Outside Date) and maintain all approvals, consents, clearances,expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third partynecessary, proper or advisable to consummate the transactions contemplated hereby, (iii) defend any lawsuits or other legal proceedings, whether judicial oradministrative, challenging this Agreement or the consummation of the transactions contemplated hereby or seek to have vacated, lifted, reversed or rescinded anyinjunction or restraining order or other order that prohibits, prevents, restricts or otherwise adversely affects the ability of the Parties to consummate thetransactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties.

(b) In furtherance and not in limitation of the foregoing, (i) each Party hereto (including by their respective Subsidiaries) agrees to make anappropriate filing (if required) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly aspracticable and in any event within 10 business days after the date of this Agreement (unless a later date is mutually agreed to by the Parties hereto) and to supplyas promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act orany other Antitrust Law and use its reasonable best efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent withthis Section 5.4 necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act as soon as practicable (and in any event nolater than the Outside Date); and (ii) SXE and AMID shall each use its reasonable best efforts to (x) take all action necessary to ensure that no state takeover statuteor similar Law is or becomes applicable to any of the transactions contemplated hereby and (y) if any state takeover statute or similar Law becomes applicable toany of the transactions contemplated hereby, take all action necessary to ensure that such transaction may be consummated as promptly as practicable on the termscontemplated by this Agreement and otherwise minimize the effect of such Law on the transaction.

(c) Each of the Parties hereto shall use (and shall cause their respective Subsidiaries to use) its reasonable best efforts to (i) cooperate in all respectswith each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby, including byproviding the other Parties documents, information and a reasonable opportunity to review and comment thereon in advance, and in connection with anyinvestigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by aprivate Person, (ii) promptly inform the other Party of (and supply to the other Party) any communication received by such Party from, or given by such Party to,the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other Governmental Authority and of any material communicationreceived or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby, (iii) consult with theother Party prior to taking any material position with respect to the filings under the HSR Act or any other Antitrust Law, or in discussions with or filings to besubmitted to any Governmental Authority or prior to entering into any agreement with any Governmental Authority, (iv) permit the other Party to review anddiscuss in advance, and consider in good faith the views of the other Party in connection with, any analyses, presentations, memoranda, briefs, arguments, opinionsand proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act or any other Antitrust Law, (v) coordinate with the otherParty in preparing and exchanging such information and promptly provide the other Party (and its counsel) with copies of all filings, presentations or submissions(and a summary of any oral presentations) made by such Party with any Governmental Authority relating to the transactions contemplated hereby under the HSRAct or any other Antitrust Law and (iv) consult with the other Party in advance of any meeting or teleconference with any

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Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and, to the extent not prohibited by the GovernmentalAuthority or other Person, give the other Party the opportunity to attend and participate in such meetings and teleconferences. AMID shall have the principalresponsibility for devising and implementing the strategy for obtaining any clearances required under any Antitrust Law in connection with the transactionscontemplated hereby and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances,provided , however , that AMID shall consult in advance with SXE and in good faith take SXE’s views into account regarding the overall strategy. Subject toSection 5.6(b) , the Parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine,joint defense privilege or any other privilege pursuant to this Section 5.4 in a manner so as to preserve the applicable privilege.

(d) AMID and SXE (including by causing their respective Subsidiaries) agree to use their reasonable best efforts to (x) resolve any objections that aGovernmental Authority or other Person may assert under any Antitrust Law with respect to the transactions contemplated hereby, and (y) avoid or eliminate eachand every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, in eachcase, so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date. Notwithstanding the foregoing, this clause (d)shall not impose any requirement on AMID or SXE to (i) to dispose, transfer, or separate any assets or operations, (ii) limit AMID’s freedom of action with respectto, or its ability to consolidate and control, SXE or any of their assets or businesses or any of AMID’s or its Affiliates’ other assets or businesses or (iii) limitAMID’s ability to acquire or hold, or exercise full rights of ownership with respect to, SXE.

Section 5.5 Public Announcements . The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonablyagreed upon by AMID and SXE. Thereafter, neither SXE nor AMID shall issue or cause the publication of any press release or other public announcement (to theextent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby without the priorconsent of the other Party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreementwith the NYSE or other national securities exchange as determined in the good faith judgment of the Party proposing to make such release (in which case suchParty shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other Party); provided ,however , that (a) SXE shall not be required by this Section 5.5 to consult with any other Party with respect to a public announcement in connection with a SXEAdverse Recommendation Change but nothing in this clause (a) shall limit any obligation of SXE under Section 5.1 or Section 5.3 ; provided, further, that eachParty and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or publicstatements made by AMID or SXE in compliance with this Section 5.5 .

Section 5.6 Access to Information; Confidentiality .

(a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each Party shall, and shall cause each of itsSubsidiaries to afford to the other Party and its Representatives reasonable access during normal business hours (and, with respect to books and records, the right tocopy) to all of its and its Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronicform), officers, employees, accountants, counsel, financial advisors and other Representatives. Each Party shall furnish promptly to the other Party (i) a copy ofeach report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication(including “comment letters”) received by such Party from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and itsSubsidiaries’ business, properties and personnel as the other Party may reasonably request (including information necessary to prepare the Proxy Statement). NoParties’ access hereunder shall include the collection or analysis of samples, or any invasive or subsurface investigation of property without the other Parties’ priorwritten consent, which consent may be withheld or conditioned in the other Parties’ sole discretion. Except for disclosures permitted by the terms of the

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Confidentiality Agreement, dated as of March 9, 2017, between AMID and Southcross Holdings (as it may be amended from time to time, the “ AMIDConfidentiality Agreement ”), each Party and its Representatives shall hold information received from the other Party pursuant to this Section 5.6 in confidencein accordance with the terms of the AMID Confidentiality Agreement.

(b) This Section 5.6 shall not require either Party to permit any access, or to disclose any information, that in the reasonable, good faith judgment(after consultation with counsel, which may be in-house counsel) of such Party would reasonably be expected to result in (A) any violation of any contract or Lawto which such Party or its Subsidiaries is a Party or is subject or cause any privilege (including attorney-client privilege) that such Party or any of its Subsidiarieswould be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such Party’s good faith judgment(after consultation with counsel, which may be in-house counsel) adversely affect in any material respect such Party’s position in any pending or, what such Partybelieves in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation or (B) if such Party or any of its Subsidiaries, onthe one hand, and the other Party or any of its Subsidiaries, on the other hand, are adverse Parties in a litigation, such information being reasonably pertinentthereto; provided that, in the case of clause (A) , the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including byentering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose theinformation (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law orreasonably be likely to cause such privilege to be undermined with respect to such information or (2) could reasonably (in the good faith belief of the Party beingrequested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room”arrangements pursuant to which appropriately designated Representatives of the other Party shall be provided access to such information; provided , further, thatthe Party being requested to disclose the information shall (x) notify the other Party that such disclosures are reasonably likely to violate its or its Subsidiaries’obligations under any such contract or Law or are reasonably likely to cause such privilege to be undermined, (y) communicate to the other Party in reasonabledetail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in thisSection 5.6(b) ) and (z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonablecommercial efforts to seek consent from the applicable third Party to any such contract with respect to the disclosures prohibited thereby (to the extent nototherwise expressly prohibited by the terms of such contract).

(c) No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the Parties hereto.

(d) If the SXE Entities on the one hand or the AMID Entities on the other hand exercise rights of access under this Section 5.6 or otherwise (the “Inspecting Parties ”), or conduct examinations or inspections under this Section 5.6 or otherwise, then (i) such access, examination and inspection will be at theInspecting Parties’ sole risk, cost and expense and such Inspecting Parties waive and release, on behalf of themselves and each Person undertaking any suchexamination or inspection on their behalf, all damages, losses, liabilities, fines, penalties and expenses (including reasonable attorneys’ fees) and other claimsagainst the other Parties and their partners and members and their Affiliates and the respective employees, directors, officers, attorneys, contractors,Representatives and agents of such Persons (collectively the “ Inspection Indemnitees ”) arising in any way therefrom or in any way related thereto and (ii) exceptto the extent of an Inspection Indemnitee’s gross negligence or willful misconduct, the Inspecting Parties will indemnify, defend and hold harmless the InspectionIndemnitees from and against any and all damages, losses, liabilities, fines, penalties and expenses (including reasonable attorneys’ fees) and other claims of anykind or character arising out of the granting of any such access or the undertaking of any such examination or inspection. THE FOREGOING RELEASE ANDINDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH DAMAGES, LOSSES, LIABILITIES, FINES, PENALTIES AND EXPENSES(INCLUDING REASONABLE ATTORNEYS’ FEES) OR OTHER CLAIMS ARISE OUT OF (A) NEGLIGENCE (INCLUDING SOLENEGLIGENCE, SIMPLE

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NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXCLUDING GROSS NEGLIGENCE OR WILLFULMISCONDUCT) OF THE INSPECTION INDEMNITEES OR (B) STRICT LIABILITY. Notwithstanding any provision to the contrary contained in thisAgreement, the provisions of this Section 5.6 will survive the termination of this Agreement pursuant to Article VII and the Closing.

Section 5.7 Notification of Certain Matters . SXE shall give prompt notice to AMID, and AMID shall give prompt notice to SXE, of (i) any notice or othercommunication received by such Party from any Governmental Authority in connection with the transactions contemplated hereby or from any Person alleging thatthe consent of such Person is or may be required in connection with the transactions contemplated hereby, if the subject matter of such communication or thefailure of such Party to obtain such consent is reasonably likely to be material to SXE or AMID, (ii) any actions, suits, claims, investigations or proceedingscommenced or, to such Party’s Knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries and that relate tothe transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence ornon-occurrence of which, would result in the failure to be satisfied of any of the conditions to the Closing in Article VI and (iv) any material failure of such Party tocomply with or satisfy any covenant or agreement to be complied with or satisfied by it hereby which would result in the failure to be satisfied of any of theconditions to the Closing in Article VI ; provided that, in the case of clauses (iii) and (iv) , the failure to comply with this Section 5.7 shall not result in the failureto be satisfied of any of the conditions to the Closing in Article VI , or give rise to any right to terminate this Agreement under Article VII , if the underlying fact,circumstance, event or failure would not in and of itself give rise to such failure or right.

Section 5.8 Indemnification and Insurance .

(a) For purposes of this Section 5.8 , (i) “ Indemnified Person ” shall mean any person who is now, or has been or becomes at any time prior to theEffective Time, an officer or director of SXE, SXE GP or any of their respective Subsidiaries and also with respect to any such Person, in their capacity as adirector, officer, manager, employee, member, trustee or fiduciary of another corporation, company, foundation, partnership, joint venture, trust, pension or otheremployee benefit plan or enterprise (whether or not such other entity or enterprise is affiliated with SXE) serving at the request of or on behalf of SXE, SXE GP orany of their respective Subsidiaries and together with such Person’s heirs, executors or administrators and (ii) “ Proceeding ” shall mean any actual or threatenedclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, suit,proceeding or investigation results in a formal civil or criminal litigation or regulatory action.

(b) From and after the Effective Time, to the fullest extent that SXE, SXE GP or any applicable Subsidiary thereof would be permitted to indemnify anIndemnified Person, AMID, AMID GP and the Surviving Entity, jointly and severally, agree to honor the provisions regarding elimination of liability of directors,indemnification of officers, directors and employees and advancement of expenses contained in the SXE Charter Documents and comparable governinginstruments of SXE GP and any Subsidiary of SXE or SXE GP as of the date hereof and ensure that the organizational documents of the Surviving Entity andAMID GP shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement ofexpenses and exculpation of present and former directors, officers and agents of SXE, SXE GP and their respective Subsidiaries than are set forth in the SXECharter Documents and comparable governing instruments of SXE GP (it being acknowledged and agreed that the provisions of the AMID Charter Documents andcomparable governing instruments of SXE GP in effect as of the date hereof are no less favorable with respect to indemnification, advancement of expenses andexculpation of such Persons than are in the SXE Charter Documents and comparable governing instruments of SXE GP as of the date hereof). Any right ofindemnification of an Indemnified Person pursuant to this Section 5.8(b) shall not be amended, repealed or otherwise modified at any time in a manner that wouldadversely affect the rights of such Indemnified Person as provided herein.

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(c) SXE, SXE GP or its controlling Affiliate shall, prior to the closing of the Holdings Contribution Agreement, purchase a “tail policy” with respectto acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such IndemnifiedPersons in their capacity as such; provided that the cost of such “tail policy” shall be borne as set forth in the Holdings Contribution Agreement and in no eventshall the cost of such policy exceed the Maximum Amount. The “ Maximum Amount ” shall be an amount per year equal to 300% of current annual premiumsallocated to SXE or SXE GP and set forth in Section 5.8(c) of the SXE Disclosure Schedule for the current directors’ and officers’ liability insurance policiescovering acts or omissions occurring at or prior to the Closing Date with respect to the Indemnified Persons.

(d) The rights of any Indemnified Person under this Section 5.8 shall be in addition to any other rights such Indemnified Person may have under theorganizational documents of SXE, SXE GP, the Surviving Entity, AMID, AMID GP, the DRULPA or the DLLCA. The provisions of this Section 5.8 shall survivethe consummation of the transactions contemplated hereby for a period of six years and are expressly intended to benefit each of the Indemnified Persons and theirrespective heirs and representatives; provided , however , that in the event that any claim or claims for indemnification or advancement set forth in this Section 5.8are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue untildisposition of all such claims. If the Surviving Entity, AMID GP or any of their respective successors or assigns (i) consolidates with or merges into any otherPerson, or (ii) transfers or conveys all or substantially all of their businesses or assets to any other Person, then, in each such case, to the extent necessary, a properprovision shall be made so that the successors and assigns of the Surviving Entity or AMID GP, as the case may be, shall assume the obligations of the SurvivingEntity and AMID GP set forth in this Section 5.8 .

Section 5.9 Securityholder Litigation . SXE shall give AMID the opportunity to participate in the defense or settlement of any securityholder litigationagainst SXE and/or its officers and directors relating to the transactions contemplated hereby; provided that SXE shall in any event have principal responsibility forsuch defense (subject to Section 5.2(a)(xvi) ) and shall not be required to provide information if doing so would be reasonably expected to threaten the loss of anyattorney-client privilege or other applicable legal privilege. SXE shall not enter into any settlement agreement in respect of any securityholder litigation against theSXE and/or its directors or officers relating to the Merger or any of the other transactions contemplated hereby without AMID’s prior written consent (such consentnot to be unreasonably withheld, conditioned or delayed).

Section 5.10 Fees and Expenses . All fees and expenses incurred in connection with the transactions contemplated hereby including all legal, accounting,financial advisory, consulting and all other fees and expenses of third parties incurred by a Party in connection with the negotiation and effectuation of the termsand conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective Party incurring such fees and expenses, exceptAMID and SXE shall each bear and pay one-half of the expenses incurred in connection with payment of filing fees under the HSR Act and the filing, printing andmailing of the Registration Statement and Proxy Statement (other than the filing fee payable to the SEC in connection with the Registration Statement, which shallbe borne solely by AMID).

Section 5.11 Section 16 Matters . Prior to the Effective Time, AMID and SXE shall take all such steps as may be required (to the extent permitted underApplicable Law) to cause any dispositions of Common Units (including derivative securities with respect to Common Units) or acquisitions of AMID Units(including derivative securities with respect to AMID Units) resulting from the transactions contemplated by this Agreement by each individual who is subject tothe reporting requirements of Section 16(a) of the Exchange Act with respect to SXE, or will become subject to such reporting requirements with respect to AMID,to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 5.12 Listing . AMID shall cause the AMID Units to be issued pursuant to and in accordance with this Agreement to be approved for listing (subject,if applicable, to notice of issuance) for trading on the NYSE prior to the Closing.

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Section 5.13 Distributions . After the date of this Agreement until the Effective Time, each of AMID and SXE shall coordinate with the other regarding thedeclaration of any distributions in respect of AMID Units or Common Units, Class B Convertible Units, Subordinated Units and SXE LTIP Units and the recorddates and payment dates relating thereto, it being the intention of the Parties that holders of Common Units, Class B Convertible Units, Subordinated Units or SXELTIP Units shall not receive, for any quarter, distributions both in respect of Common Units, Class B Convertible Units, Subordinated Units or SXE LTIP Unitsand also distributions in respect of AMID Units that they receive in exchange therefor in the Merger, but that they shall receive for any such quarter either: (i) onlydistributions in respect of Common Units, Class B Convertible Units, Subordinated Units or SXE LTIP Units or (ii) only distributions in respect of AMID Unitsthat they receive in exchange therefor in the Merger.

Section 5.14 Employee Matters .

(a) AMID shall (i) for the six-month period immediately following the Closing Date, treat each employee of SXE, SXE GP or any of their respectiveSubsidiaries as of the Closing who continues employment with AMID, AMID GP or any of their respective Subsidiaries following the Closing (a “ SXE Employee”), equally to similarly situated employees of AMID, AMID GP or their respective Subsidiaries with respect to compensation and employee benefits, or, withrespect to certain SXE Employees, provide for continued participation under certain SXE Benefit Plans, and (ii) for the 12-month period immediately following theClosing Date, cause SXE, SXE GP and each of their respective Subsidiaries to comply with the terms of the Southcross Energy Partners GP LLC EmployeeProtection Plan. No provision of this Agreement shall be construed as a guarantee of continued employment of any SXE Employee and this Agreement shall not beconstrued so as to prohibit AMID, AMID GP or any of their respective Subsidiaries from having the right to terminate the employment of any SXE Employee,provided that any such termination is effected in accordance with applicable Law.

(b) To the extent any SXE Employees become eligible to participate in any AMID Benefit Plans, AMID shall use commercially reasonably efforts to,and it shall cause its Affiliates (including SXE GP and its Subsidiaries) to use commercially reasonable efforts to, cause each of the AMID Benefit Plans to giveeach SXE Employee full credit (for all purposes, including eligibility to participate, vesting, vacation or PTO entitlement and severance benefits) for all servicewith SXE, SXE GP or any of their respective Subsidiaries prior to the Closing Date; provided, however, that (i) such service need not be credited to the extent itwould result in a duplication of benefits, and (ii) such service credit shall not be given with respect to benefit accruals under any defined benefit pension plan. Inaddition, AMID shall use commercially reasonable efforts to, and it shall cause its Affiliates (including SXE GP and its Subsidiaries) to use commerciallyreasonable efforts to (x) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existingcondition limitations under each of the AMID Benefit Plans, and (y) credit the expenses of such SXE Employees that were credited toward deductibles orout-of-pocket limits for the SXE Benefit Plans for the plan year up to the Closing Date against satisfaction of any deductibles or out-of-pocket limits for the AMIDBenefit Plans for periods following the Closing Date.

(c) The provisions of this Section 5.14 are for the sole benefit of the Parties hereto and nothing herein, express or implied, is intended or shall beconstrued to confer upon or give to any person (including any SXE Employee), other than the Parties to this Agreement and their respective successors andpermitted assigns, any legal or equitable or other rights or remedies under or by reason of any provision of this Section 5.14 . Nothing contained herein, express orimplied: (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement (including any AMID Benefit Plan or SXEBenefit Plan); (ii) shall alter or limit AMID or AMID GP’s ability to amend, modify or terminate any benefit plan, program, agreement or arrangement (includingany AMID Benefit Plan or SXE Benefit Plan); or (iii) is intended to confer upon any SXE Employee any right to employment or continued employment for anyperiod of time by reason of this Agreement, or any right to a particular term or condition of employment.

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(d) Within 30 days preceding the Closing, SXE GP shall take all necessary action to terminate and liquidate the SXE Non-Employee Director DeferredCompensation Plan (the “ DCP ”) pursuant to Treasury Regulations Section 1.409A-3(j)(4)(ix) (in accordance with the DCP’s terms, as amended to permit a lumpsum payout in the form of a cash payment).

Section 5.15 SXE Credit Facilities ; Backstop Letter .

(a) With respect to the SXE Credit Facilities, at least five business days prior to the Closing Date, SXE shall provide to AMID (i) a payoff letter (the “Lender Payoff Letter ”), which will provide the dollar amount of all indebtedness required to be paid under the SXE Credit Facilities in order to fully pay off theSXE Credit Facilities as of the Closing and to release all Liens and guarantees thereunder upon such payment, executed by the applicable administrative agent forthe lenders (and, to the extent of any consent needed by any lenders or by any other Person that is the beneficiary of any Liens securing the SXE Credit Facilities,by such lenders or other such Person) under the respective SXE Credit Facilities on terms and conditions reasonably satisfactory to AMID GP, such terms toinclude either (A) the administrative agent’s (on behalf of the lenders and any other Person that is the beneficiary of any Liens securing the SXE Credit Facilities)affirmative covenant to file all necessary UCC and Lien terminations within five business days following the Closing Date, or (B) such administrative agent’s (onbehalf of the lenders and any other Person that is the beneficiary of any Liens securing the SXE Credit Facilities) express authorization for the AMID Entities tohave any such documents filed on behalf of the administrative agent, lenders or any other Person that is the beneficiary of any Lien securing the SXE CreditFacilities, and (ii) to the extent such agreements have not otherwise been terminated prior to such date, evidence of the consent of Wells Fargo Bank, N.A., asadministrative agent under the SXE Revolving Credit Agreement, to terminate the Investment Agreement and the Backstop Letter upon the receipt of payment allamounts set forth in the Lender Payoff Letter and pursuant to Section 6.3(c) hereof.

(b) In the event Qualifying Notes (as defined in the Investment Agreement) shall have been issued in accordance with Section 5.2(a)(ii) pursuant tothe Investment Agreement, Backstop Letter or an investment in SXE that reduces the Committed Amount (as defined in the Investment Agreement), at least fivebusiness days prior to the Closing Date SXE shall provide to AMID a payoff letter (the “ Qualifying Notes Payoff Letter ”, and together with the Lender PayoffLetter, the “ Payoff Letters ”), which will provide the dollar amount of indebtedness required to be paid under the Qualifying Notes in order to fully pay off suchQualifying Notes as of the Closing, executed by Southcross Holdings and/or the Sponsors (as defined in the Backstop Letter), as applicable, on terms andconditions reasonably satisfactory to AMID GP and the applicable Sponsors (as defined in the Backstop Letter).

Section 5.16 Tax Matters . The Parties shall, to the extent permissible under applicable Law, treat the combined businesses of AMID and SXE as a singleactivity for purposes of Section 469 of the Code.

ARTICLE VICONDITIONS PRECEDENT

Section 6.1 Conditions to Each Party ’ s Obligation to Effect the Merger . The respective obligations of each Party hereto to effect the Merger shall besubject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a) SXE Unitholder Approval . The SXE Unitholder Approval shall have been obtained in accordance with applicable Law, the certificate of limitedpartnership of SXE and the SXE Partnership Agreement;

(b) Regulatory Approval . Any waiting period applicable to the transactions contemplated hereby under the HSR Act shall have been terminated orshall have expired;

(c) No Injunctions or Restraints . No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by anyGovernmental Authority (collectively, “ Restraints ”) shall be in effect

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enjoining, restraining, preventing or prohibiting consummation of the transactions contemplated hereby or making the consummation of the transactionscontemplated hereby illegal;

(d) Registration Statement . The Registration Statement shall have become effective under the Securities Act and no stop order suspending theeffectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC; and

(e) Unit Listing . The AMID Units deliverable to the SXE Unitholders as contemplated by this Agreement shall have been approved for listing on theNYSE, subject to official notice of issuance.

(f) Holdings Contribution . The Holdings Contribution shall have closed in accordance with the terms of the Holdings Contribution Agreement.

(g) Tax Opinions .

(i) AMID shall have received an opinion of Gibson, Dunn & Crutcher LLP dated as of the Closing Date, to the effect that, for U.S. federalincome tax purposes, (A) AMID should not recognize any income or gain as a result of the Merger (other than any gain resulting from any decrease inpartnership liabilities pursuant to Section 752 of the Code), (B) no gain or loss should be recognized by AMID Unitholders as a result of the Mergerwith respect to any AMID Units held by such AMID Unitholder (other than any gain resulting from (w) any decrease in partnership liabilities pursuantto Section 752 of the Code, (x) any liabilities incurred other than in the ordinary course of business of AMID or its Subsidiaries, (y) any disposition ordeemed disposition of non-pro rata Merger Consideration, or (z) relating to an AMID Unit received for property or services other than cash), and(C) AMID is classified as a partnership for U.S. federal income tax purposes. In rendering such opinion, Gibson, Dunn & Crutcher LLP shall beentitled to receive and rely upon representations, warranties and covenants of officers of the AMID Entities and SXE and any of their respectiveAffiliates as to such matters as Gibson, Dunn & Crutcher LLP may reasonably request.

(ii) SXE shall have received an opinion of Locke Lord LLP dated as of the Closing Date, to the effect that, for U.S. federal income tax purposes,except to the extent that the Section 707 Consideration causes the Merger to be treated as a disguised sale, and except to the extent amounts arededucted and withheld by AMID or the Exchange Agent pursuant to Section 2.2(j) (A) no gain or loss should be recognized by SXE Unitholdersholding Common Units, Subordinated Units or Class B Convertible Units (other than Common Units, Subordinated Units, Class B Convertible Unitsor other equity interests in SXE held by Southcross Holdings or an Affiliate, Subsidiary or partner thereof or AMID or any of its Affiliates) as a resultof the Merger with respect to any Common Units, Subordinated Units or Class B Convertible Units held by such SXE Unitholder (other than any gainresulting from (x) any actual or constructive distribution of cash, including as a result of any decrease in partnership liabilities pursuant to Section 752of the Code, (y) the receipt of any Merger Consideration that is not pro rata with the other holders of the same class of units (other than units held bySouthcross Holdings or an Affiliate, Subsidiary or partner thereof or AMID or any of its Affiliates) or (z) any liabilities incurred other than in theordinary course of business of SXE or its Subsidiaries); provided that such opinion shall not extend to any SXE Unitholder who acquired CommonUnits, Subordinated Units or Class B Convertible Units from SXE in exchange for property or services other than cash, and (B) SXE is classified as apartnership for U.S. federal income tax purposes. In rendering such opinion, Locke Lord LLP shall be entitled to receive and rely uponrepresentations, warranties and covenants of officers of the AMID Entities and SXE and any of their respective Affiliates as to such matters as LockeLord LLP may reasonably request.

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Section 6.2 Conditions to Obligations of AMID to Effect the Merger . The obligations of AMID to effect the Merger are further subject to the satisfaction (orwaiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a) Representations and Warranties . (i) The representations and warranties of SXE contained in Section 3.3(a) , Section 3.3(c) and Section 3.6(a) ,shall be true and correct in all respects, in each case both when made and at and as of the Closing Date, as if made at and as of such time (except to the extentexpressly made as of an earlier date, in which case as of such date); (ii) the representations and warranties of SXE contained in Section 3.2(a) shall be true andcorrect in all respects, other than immaterial misstatements or omissions, both when made and at and as of the Closing Date, as if made at and as of such time(except to the extent expressly made as of an earlier date, in which case as of such date); and (iii) all other representations and warranties of SXE set forth hereinshall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlierdate, in which case as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (withoutgiving effect to any limitation as to “materiality” or “SXE Material Adverse Effect” set forth in any individual such representation or warranty) does not have, andwould not reasonably be expected to have, individually or in the aggregate, a SXE Material Adverse Effect. AMID shall have received a certificate signed on behalfof SXE by an executive officer of SXE to such effect.

(b) Performance of Obligations of the SXE Entities . The SXE Entities shall have performed in all material respects all obligations required to beperformed by it under this Agreement at or prior to the Closing Date, and AMID shall have received a certificate signed on behalf of SXE by an executive officer ofSXE to such effect.

Section 6.3 Conditions to Obligation of SXE to Effect the Merger . The obligation of SXE to effect the Merger is further subject to the satisfaction (orwaiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a) Representations and Warranties . The representations and warranties of AMID contained in Section 4.3(a) , Section 4.3(c) and Section 4.6(a)shall be true and correct in all respects, in each case both when made and at and as of the Closing Date, as if made at and as of such time (except to the extentexpressly made as of an earlier date, in which case as of such date); (ii) the representations and warranties of AMID contained in Section 4.2(a) shall be true andcorrect in all respects, other than immaterial misstatements or omissions, both when made and at and as of the Closing Date, as if made at and as of such time(except to the extent expressly made as of an earlier date, in which case as of such date); and (iii) all other representations and warranties of AMID set forth hereinshall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlierdate, in which case as of such date), except, in the case of this clause (iii) , where the failure of such representations and warranties to be so true and correct(without giving effect to any limitation as to “materiality” or “AMID Material Adverse Effect” set forth in any individual such representation or warranty) does nothave, and would not reasonably be expected to have, individually or in the aggregate, an AMID Material Adverse Effect. SXE shall have received a certificatesigned on behalf of AMID by an executive officer of AMID to such effect.

(b) Performance of Obligations of the AMID Entities . The AMID Entities shall have performed in all material respects all obligations required to beperformed by them under this Agreement at or prior to the Closing Date, and SXE shall have received a certificate signed on behalf of AMID by an executiveofficer of AMID to such effect.

(c) SXE Credit Facilities; Backstop Letter . Contemporaneously with or prior to the Closing, AMID shall have paid or caused to be paid on behalf ofSXE, (i) to such account or accounts as designated in the Lender Payoff Letter by the applicable lender or administrative agent and in accordance with the terms ofthe Lender Payoff Letter, the dollar amount of all indebtedness and any other amounts required to be paid under the SXE Credit Facilities in order to fully pay offthe SXE Credit Facilities, and (ii) as applicable, to such account or

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accounts as designated in the Qualifying Notes Payoff Letter by Southcross Holdings and/or the Sponsors (as defined in the Backstop Letter), as applicable, and inaccordance with the terms of the Qualifying Notes Payoff Letter, the dollar amount of all indebtedness and any other amounts required to be paid under theQualifying Notes (as defined in the Investment Agreement) in order to fully pay off such Qualifying Notes.

Section 6.4 Frustration of Closing Conditions . None of SXE or any of the AMID Entities may rely on the failure of any condition set forth in Section 6.1 ,Section 6.2 or Section 6.3 , as the case may be, to be satisfied if such failure was caused by such Party’s failure to use its reasonable best efforts to consummatethe Merger and the other transactions contemplated hereby, or other breach of or noncompliance with this Agreement.

ARTICLE VIITERMINATION

Section 7.1 Termination . This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Effective Time:

(a) by the mutual written consent of SXE and AMID duly authorized by each of the SXE GP Board and the AMID GP Board, respectively.

(b) by either of SXE or AMID:

(i) if the Closing shall not have been consummated on or before June 1, 2018 (the “ Outside Date ”); provided , that the right to terminate thisAgreement under this Section 7.1(b)(i) shall not be available (x) to a Party if the inability to satisfy such condition was due to the failure of such partyto perform any of its obligations under this Agreement or (y) to a Party if the other Party has filed (and is then pursuing) an action seeking specificperformance as permitted by Section 8.8 ;

(ii) if any Restraint having the effect set forth in Section 6.1(c) shall be in effect and shall have become final and nonappealable; provided ,however , that the right to terminate this Agreement under this Section 7.1(b)(ii) shall not be available to a Party if such Restraint was due to thefailure of such Party to perform any of its obligations under this Agreement; or

(iii) if the SXE Unitholders Meeting shall have concluded and the SXE Unitholder Approval shall not have been obtained; or

(c) by AMID:

(i) if a SXE Adverse Recommendation Change shall have occurred;

(ii) if SXE shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement(or if any of the representations or warranties of SXE set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurredor was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 6.2(a) or (b) and (B) is incapable of being cured,or is not cured by SXE within 30 days following receipt of written notice from AMID of such breach or failure; provided that AMID shall not have theright to terminate this Agreement pursuant to this Section 7.1(c) if AMID is then in breach of any of its representations, warranties, covenants oragreements contained in this Agreement, which breach or failure would (if it occurred or was continuing as of the Closing Date) give rise to the failureof a condition set forth in Section 6.3(a) or (b) ; or

(d) by SXE if AMID shall have breached or failed to perform any of its covenants or agreements set forth in this Agreement (or if any of therepresentations or warranties of AMID set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of theClosing Date) give rise to the failure of a condition set forth in Section 6.3(a) or (b) and (B) is incapable of being cured, or is not

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cured, by AMID within 30 days following receipt of written notice from SXE of such breach or failure; provided , that SXE shall not have the right to terminatethis Agreement pursuant to this Section 7.1(d) if SXE is then in breach of any of the first three sentences of Section 5.1(b) or Section 5.3 or in breach of any of itsother representations, warranties, covenants or agreements contained in this Agreement, which breach or failure would (if it occurred or was continuing as of theClosing Date) give rise to the failure of a condition set forth in Section 6.2(a) or (b) .

(e) In addition to the foregoing, this Agreement shall be automatically terminated without further action of any Party upon the termination of theHoldings Contribution Agreement.

Section 7.2 Effect of Termination . In the event of the termination of this Agreement as provided in Section 7.1 , written notice thereof shall be given to theother Party or Parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement shall forthwith become null andvoid (other than the provisions in Section 5.6(d) , Section 5.10 , Section 7.2 and Section 7.3 and in the last sentence of Section 5.6(a) , and the provisions inArticle VIII , all of which shall survive termination of this Agreement), and there shall be no liability on the part of any AMID Entity or SXE Entity or theirrespective directors, officers and Affiliates, except (a) SXE or AMID may have liability as provided in Section 7.3 , and (b) nothing shall relieve any Party heretofrom any liability or damages for any failure to consummate the Merger and the other transactions contemplated hereby when required pursuant to this Agreementor any Party from liability for fraud or a Willful Breach of any representation, warranty, covenant or other agreement contained in this Agreement.

Section 7.3 Fees and Expenses .

(a) In the event that (A) a SXE Alternative Proposal shall have been publicly proposed or publicly disclosed prior to, and not withdrawn at the time of,the date of the SXE Unitholders Meeting (or, if the SXE Unitholders Meeting shall not have occurred, and such SXE Alternative Proposal shall have not beenwithdrawn prior to the termination of this Agreement pursuant to Section 7.1(b)(i) [ OutsideDate]), (B) this Agreement is terminated by SXE or AMID pursuantto Section 7.1(b)(i) [ OutsideDate] or Section 7.1(b)(iii) [ FailedSXEUnitholderVote], and (C) SXE enters into a definitive agreement with respect to, orconsummates, any SXE Alternative Proposal within 12 months after the date this Agreement is terminated (whether or not such SXE Alternative Proposal is thesame SXE Alternative Proposal referred to in clause (A) ), then SXE shall pay to AMID a termination fee equal to $2,000,000, less any AMID Expensespreviously paid by SXE pursuant to Section 7.3(e) (the “ SXE Termination Fee ”), upon the earlier of the public announcement that SXE has entered into suchdefinitive agreement or the consummation of any such transaction; provided, that the payment by SXE of the SXE Termination Fee pursuant to this Section 7.3shall not relieve SXE from any liability or damage resulting from a Willful Breach of any of its representations, warranties, covenants or agreements set forth inSection 5.1 or Section 5.3 hereof or fraud. For purposes of this Section 7.3(a) , the term “ SXE Alternative Proposal ” shall have the meaning assigned to suchterm in Section 8.13 , except that the references to “25% or more” shall be deemed to be references to “50% or more.”

(b) In the event this Agreement is terminated by AMID pursuant to Section 7.1(c)(i) [ SXEAdverseRecommendationChange], then SXE shall pay toAMID, within two business days after the date of termination, the SXE Termination Fee.

(c) Any payment of the SXE Termination Fee shall be made in cash by wire transfer of same day funds to an account designated in writing by AMID.

(d) In the event that SXE shall fail to pay the SXE Termination Fee required pursuant to this Section 7.3 when due, such fee shall accrue interest forthe period commencing on the date such fee became past due, at a rate equal to the legal rate of interest provided for in Section 2301 of Title 6 of the DelawareCode. In addition, if SXE shall fail to pay the SXE Termination Fee when due, SXE shall also pay all of AMID’s reasonable costs and expenses (includingattorneys’ fees) in connection with efforts to collect such fee. The SXE

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Entities acknowledge that the provisions of this Section 7.3 are an integral part of the transactions contemplated hereby and that, without these agreements theAMID Entities would enter into this Agreement. The Parties agree that in no event shall SXE be required to pay the SXE Termination Fee on more than oneoccasion.

(e) Notwithstanding anything to the contrary in this Agreement, in the event of termination of this Agreement by (i) either Party pursuant to Section 7.1(b)(iii) [ FailedSXEUnitholderVote] (or a termination by SXE pursuant to a different provision of Section 7.1 at a time when this Agreement was terminablepursuant to Section 7.1(b)(iii) [ FailedSXEUnitholderVote]) or (ii) AMID pursuant to Section 7.1(c)(ii) [ SXEUncuredBreach], then SXE shall promptly, butin no event later than three business days after receipt of an invoice (with supporting documentation) therefor from AMID, pay AMID’s designee all of thereasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, hedgingcounterparties, experts and consultants) incurred by AMID and its Affiliates in connection with this Agreement and the transactions contemplated hereby (the “AMID Expenses ”); provided,however, that in the event of a termination of this Agreement by either Party pursuant to Section 7.1(b)(iii) [ FailedSXEUnitholderVote] (or a termination by SXE pursuant to a different provision of Section 7.1 at a time when this Agreement was terminable pursuant to Section 7.1(b)(iii) [ FailedSXEUnitholderVote]), SXE shall pay the AMID Expenses up to a maximum amount of $500,000; provided, further, that that the payment bySXE of the AMID Expenses pursuant to this Section 7.3(e) , (i) shall not relieve SXE of any subsequent obligation to pay the Termination Fee pursuant to Section 7.3(a) except to the extent indicated in such Section and (ii) shall not relieve SXE from any liability or damage resulting from a Willful Breach of any of itsrepresentations, warranties, covenants or agreements set forth in Section 5.1 or Section 5.3 hereof or fraud. In no event shall SXE have any obligation to make anysuch payment if, at the time of such termination, this Agreement was terminable by SXE pursuant to Section 7.1(d)(i) [ AMIDUncuredBreach].

ARTICLE VIIIMISCELLANEOUS

Section 8.1 No Survival, Etc. . Except as otherwise provided in this Agreement, the representations, warranties and agreements of each Party hereto shallremain operative and in full force and effect regardless of any investigation made by or on behalf of any other Party hereto, whether prior to or after the executionof this Agreement. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or, except as otherwise provided inSection 7.2 , upon the termination of this Agreement pursuant to Section 7.1 , as the case may be, except that the agreements set forth in Article II , Section 5.8 ,Section 5.10 , and Section 5.13 and any other agreement in this Agreement that contemplates performance after the Effective Time shall survive the EffectiveTime and those set forth in Section 5.6(d) , Section 5.10, Section 7.2 , Section 7.3, in the last sentence of Section 5.6(a) and this Article VIII shall survivetermination of this Agreement. The AMID Confidentiality Agreement shall (i) survive termination of this Agreement in accordance with its terms and (ii) terminateas of the Effective Time.

Section 8.2 Amendment or Supplement ; Determinations; Approvals and Consents . At any time prior to the Effective Time, this Agreement may beamended or supplemented in any and all respects, whether before or after receipt of the SXE Unitholder Approval by written agreement of the Parties hereto;provided, however, that following approval of the Merger and the other transactions contemplated hereunder by the SXE Unitholders, there shall be no amendmentor change to the provisions of this Agreement which by Law would require further approval by the SXE Unitholders or AMID Unitholders, as applicable, withoutsuch approval; provided further, however, that any amendment or supplement to this Agreement must be approved by the SXE Conflicts Committee. Unlessotherwise expressly set forth in this Agreement, whenever a determination, decision, approval or consent of SXE or the SXE GP Board (including, withoutlimitation, a determination to effect a SXE Adverse Recommendation Change) or of AMID or the AMID GP Board is required pursuant to this Agreement, suchdetermination, decision, approval or consent must be authorized by the SXE GP Board and the SXE Conflicts Committee, or the AMID GP Board, as applicable.

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Section 8.3 Extension of Time, Waiver, Etc . At any time prior to the Effective Time, any Party may, subject to applicable Law, (a) waive any inaccuraciesin the representations and warranties of any other Party hereto, (b) extend the time for the performance of any of the obligations or acts of any other Party hereto or(c) waive compliance by the other Party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such Party’s conditionsprovided, that (i) any such waiver or extension shall only be effective if made in writing and (ii) neither SXE and its Subsidiaries nor the SXE GP Board may makeor authorize any such waiver or extension without the prior approval of the SXE Conflicts Committee. Notwithstanding the foregoing, no failure or delay by anySXE Entity or any AMID Entity in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude anyother or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a Party hereto to any such extension or waiver shall bevalid only if set forth in an instrument in writing signed on behalf of such Party.

Section 8.4 Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operationof Law or otherwise, by any of the Parties without the prior written consent of all other Parties except that (a) AMID may assign, in its sole discretion, any of or allits rights, interests and obligations under this Agreement to any wholly owned Subsidiary of AMID, but no such assignment shall relieve AMID of any of itsobligations hereunder, (b) SXE may assign, in its sole discretion, any or all of its rights, interests and obligations under this Agreement to any wholly ownedSubsidiary of SXE, but no such assignment shall relieve SXE of any of its obligations hereunder and (c) AMID may assign any of or all its rights, interests andobligations under this Agreement to any Debt Financing Source as collateral security; provided that such assignment is effected only for security purposes and shallnot permit any foreclosure or other execution on such assignment prior to the Closing Date. Subject to the preceding sentence, this Agreement shall be bindingupon, inure to the benefit of, and be enforceable by, the Parties hereto and their respective successors and permitted assigns. Any purported assignment notpermitted under this Section 8.4 shall be null and void.

Section 8.5 Counterparts . This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken togethershall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the Parties and delivered tothe other Parties. The delivery of signed counterparts by facsimile or email transmission which includes a copy of the sending party’s signature(s) is as effective assigning and delivering the counterpart in person.

Section 8.6 Entire Agreement; No Third-Party Beneficiaries . This Agreement, the Holdings Contribution Agreement, the Support Agreement, the SXEDisclosure Schedule, the AMID Disclosure Schedule and the AMID Confidentiality Agreement (a) constitute the entire agreement, and supersede all other prioragreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement and thereof and (b) shall not conferupon any Person other than the Parties hereto any rights (including third-party beneficiary rights or otherwise) or remedies hereunder, except for, in the case ofclause (b) , (i) the provisions of Section 5.8 and Section 8.12 and (ii) if and only if the Closing occurs, the right of the SXE Unitholders to receive the MergerConsideration after the Closing (a claim by the SXE Unitholders with respect to which may not be made unless and until the Closing shall have occurred) and theright of holders of equity awards to receive the Merger Consideration to which they are entitled pursuant to this Agreement after the Closing (a claim by suchholders with respect to which may not be made unless and until the Closing shall have occurred).

Section 8.7 Governing Law; Jurisdiction; Waiver of Jury Trial .

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in andto be performed entirely within that State.

(b) Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligationsarising hereunder, or for recognition and enforcement of any judgment

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in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought anddetermined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court ofChancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto herebyirrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdictionof the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any courtother than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any actionor proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other thanthe failure to serve in accordance with this Section 8.7 , (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or fromany legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment,execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court isbrought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not beenforced in or by such courts.

(c) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING ORCOUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THETRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCEAND ENFORCEMENT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 8.8 Specific Enforcement . The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law inthe event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and it is accordinglyagreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions ofthis Agreement, in each case, in accordance with this Section 8.8 in the Delaware Court of Chancery or any federal court sitting in the State of Delaware, this beingin addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specificperformance and other equitable relief as provided herein on the basis that (x) either Party has an adequate remedy at law or (y) an award of specific performance isnot an appropriate remedy for any reason at law or equity. Each Party further agrees that no Party shall be required to obtain, furnish or post any bond or similarinstrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.8 , and each Party irrevocably waives any right it may have torequire the obtaining, furnishing or posting of any such bond or similar instrument. The Parties agree that in the event that AMID receives the SXE TerminationFee, AMID may not seek any award of specific performance under this Section 8.8 .

Section 8.9 Notices . All notices, requests and other communications to any Party hereunder shall be in writing and shall be deemed given if deliveredpersonally, by facsimile (which is confirmed) or electronic transmission, or sent by overnight courier (providing proof of delivery) to the Parties at the followingaddresses:

If to the AMID Entities, to:

American Midstream Partners, LP2103 CityWest Blvd.Houston, Texas 77042Fax No.: (713) 278-8870Attn: General Counsel

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with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP1221 McKinney StreetHouston, Texas 77010Fax No.: (346) 718-6901Attn: Tull R. Florey Hillary H. Holmes

If to the SXE Entities, to:

Southcross Energy Partners, L.P.750 Town and Country BoulevardSuite 950Houston, Texas 77024E-mail: [email protected]: Kelly Jameson

with a copy to:

Locke Lord LLP600 Travis Street, Suite 2800Houston, Texas 77002Fax No.: (713) 546-5401Attn: H. William Swanstrom

and

Locke Lord LLP600 Congress Avenue, Suite 2200Austin, Texas 78701Fax No.: (512) 391-4818Attn: Michelle A. Earley

or such other address or facsimile number as such Party may hereafter specify by like notice to the other Parties hereto. All such notices, requests and othercommunications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 P.M. in the place of receipt and such day is abusiness day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeedingbusiness day in the place of receipt.

Section 8.10 Severability . If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal orincapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full forceand effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in goodfaith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable law in anacceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 8.11 Interpretation .

(a) When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, oran Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposesonly and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,”

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“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of thisAgreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant heretounless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to themasculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement orinstrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case ofagreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachmentsthereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. All references in this Agreement to“transactions contemplated hereby” includes the Merger, but does not include the Holdings Contribution. References to the “other Party” from the perspective of anAMID Entity, refers to the SXE Entities, and from the perspective of a SXE Entity, refers to the AMID Entities.

(b) The Parties hereto have participated jointly in the negotiation and drafting of this Agreement with the assistance of counsel and, in the event anambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden ofproof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement or interim drafts of this Agreement.

(c) The Disclosure Schedules to this Agreement are arranged in sections corresponding to those contained in this Agreement merely for convenience,and the disclosure of an item in one section or subsection of such Disclosure Schedules as an exception to any particular covenant, representation or warranty shallbe deemed adequately disclosed as an exception with respect to all other covenants, representations or warranties, notwithstanding the presence or absence of anappropriate section or subsection of such Disclosure Schedules with respect to such other covenants, representations or warranties or an appropriate cross-referencethereto, in each case to the extent relevancy of such disclosure to such other covenants, representations or warranties is reasonably apparent on the face of suchdisclosure that such disclosed information is applicable thereto. Additionally, for each of the Disclosure Schedules, the mere inclusion of an item in such DisclosureSchedules as an exception to a representation or warranty shall not be deemed an admission or acknowledgment, in and of itself and solely by virtue of theinclusion of such information in such Disclosure Schedules, that such information is required to be listed in such Disclosure Schedules or that such item (or anynon-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance, that such item has had, or isexpected to result in, a SXE Material Adverse Effect or a AMID Material Adverse Effect, that such item actually constitutes noncompliance with, or a violation of,any Law, Permit or contract or other topic to which such disclosure is applicable or that such item is outside the ordinary course of business. The specification ofany dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Disclosure Schedules is notintended to imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of such amounts or the fact ofthe inclusion of any such item in the Disclosure Schedules in any dispute or controversy between the Parties as to whether any obligation, item, or matter notdescribed herein or included in a Disclosure Schedule is or is not material for purposes of this Agreement. Capitalized terms used in the Disclosure Schedules,unless otherwise defined therein, shall have the meanings assigned to them in this Agreement.

Section 8.12 Non-Recourse . No past, present or future director, officer, employee, incorporator, member, partner, stockholder, agent, attorney,representative or affiliate of any Party hereto or any of their respective Affiliates (unless such Affiliate is expressly a Party to this Agreement) shall have anyliability (whether in contract or in tort) for any obligations or liabilities of such Party arising under, in connection with or related to this Agreement or for any claimbased on, in respect of, or by reason of, the transactions contemplated hereby;

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provided , however , that nothing in this Section 8.12 shall limit any liability of the Parties to this Agreement for breaches of the terms and conditions of thisAgreement.

Section 8.13 Definitions . As used in this Agreement, the following terms have the meanings ascribed thereto below:

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, suchPerson. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly orindirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or otherownership interests, by contract or otherwise.

“ AMID Charter Documents ” means, collectively, the certificate of limited partnership of AMID, and the Fifth Amended and Restated Agreement ofLimited Partnership of American Midstream Partners, LP dated as of April 25, 2016, as amended or supplemented from time to time.

“ AMID Credit Facility ” means the Second Amended and Restated Credit Agreement with Bank of America N.A., as Administrative Agent, CollateralAgent and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, and other lenders party thereto.

“ AMID General Partner Units ” means the “Notional General Partner Units” as defined in the AMID Partnership Agreement.

“ AMID GP Charter Documents ” means, collectively, the certificate of formation of AMID GP, and the Third Amended and Restated Limited LiabilityCompany Agreement of American Midstream GP, LLC, as amended or supplemented from time to time.

“ AMID Incentive Distribution Right ” means “Incentive Distribution Right” as set forth in the AMID Partnership Agreement.

“ AMID Joint Ventures ” means each entity listed on Section 8.13 of the AMID Disclosure Schedule; provided , that with respect to any reference in thisAgreement to AMID causing any AMID Joint Venture to take any action, such reference shall only require AMID to cause such AMID Joint Venture to take suchaction to the maximum extent permitted by the organizational documents and governance arrangements of such AMID Joint Venture and, to the extent applicable,its fiduciary duties in relation to such AMID Joint Venture.

“ AMID Limited Partner ” means a “Limited Partner” as defined in the AMID Partnership Agreement.

“ AMID Partnership Agreement ” means the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, asamended or supplemented from time to time.

“ AMID Partnership Interest ” means “Partnership Interest” as defined in the AMID Partnership Agreement.

“ AMID Security ” means any class or series of equity interest in AMID (but excluding any options, rights, warrants and appreciation rights relating to anequity interest in AMID), including AMID Units, Series A Units and Series C Units, which are separate classes of AMID Partnership Interests.

“ AMID Unit ” means a “Common Unit” as defined in the AMID Partnership Agreement.

“ AMID Unitholders ” means the holders of AMID Units.

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“ Antitrust Laws ” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, andall other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect ofmonopolization or restraint of trade or lessening of competition.

“ Backstop Letter ” means that certain Backstop Investment Commitment Letter, dated December 29, 2016, and entered into by (a) SXE, (b) SouthcrossHoldings, (c) Wells Fargo Bank, N.A., (d) (i) TW Aggregator LP, TW BBTS Aggregator LP, TW Southcross Sidecar II LP, TW Southcross Sidecar II (N-QP) LP,EIG BBTS Holdings, LLC, EIG Energy XV (BBTS) Blocker, LLC, EIG Energy Fund XV Holdings, LP, EIG Energy Fund XV Cayman Blocker, LP, EIG EnergyFund XV (Cayman), L.P., EIG Energy Fund XV-B, L.P., EIG Energy Fund XV-A, L.P., EIG Energy Fund XV, L.P., EIG Energy XIV Blocker (BBTS), LLC, EIGEnergy Fund XIV (Cayman), L.P., EIG Energy Fund XIV-B, L.P., EIG Energy Fund XIV-A, L.P. and EIG Energy Fund XIV, L.P., as may be amended from timeto time.

“ business day ” means a day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required byLaw to be closed.

“ Class B Convertible Unit ” means a “Class B Convertible Unit” as defined in the SXE Partnership Agreement.

“ Class B PIK Unit ” means a “Class B PIK Unit” as defined in the SXE Partnership Agreement.

“ Class B Unitholders ” mean the holders of the Class B Convertible Units.

“ Clayton Act ” means the Clayton Antitrust Act of 1914, as amended, and the rules and regulations promulgated thereunder.

“ Common Unit ” means a SXE Security representing a fractional part of the SXE Partnership Interests of all SXE Limited Partners and assignees, andhaving the rights and obligations specified with respect to Common Units in the SXE Partnership Agreement. The term “Common Unit” does not refer to aSubordinated Unit or Class B Convertible Unit prior to its conversion into a Common Unit pursuant to the terms of the SXE Partnership Agreement.

“ Common Unitholders ” mean the holders of the Common Units.

“ Confidential Disclosure Letter ” means the Confidential Disclosure Letter delivered by SXE to AMID concurrently with the execution hereof.

“ Debt Financing Source ” has the meaning set forth in the Holdings Contribution Agreement.

“ DLLCA ” mean the Delaware Limited Liability Company Act.

“ DRULPA ” means the Delaware Revised Uniform Limited Partnership Act.

“ Disclosure Schedules ” means the SXE Disclosure Schedules and the AMID Disclosure Schedules, collectively.

“ Environmental Law ” means any Law relating to (i) the protection, preservation or restoration of the environment (including air, surface water,groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (ii) the exposure to, or the use, storage,recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as in effect atthe date of this Agreement.

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“ Environmental Permit ” means all Permits required under Environmental Laws.

“ ERISA Affiliate” means, with respect to any Person, any trade or business, whether or not incorporated, that together with such Person, would be deemedat the relevant time to be a single employer for purpose of Section 414(b), (c), (m) or (o) of the Code.

“ Federal Trade Commission Act ” means the Federal Trade Commission Act of 1914, as amended, and the rules and regulations promulgated thereunder.

“ GAAP ” means generally accepted accounting principles in the United States.

“ Governmental Authority ” means any government, court, arbitrator, regulatory or administrative agency, commission or authority or other governmentalinstrumentality, federal, state or local, domestic, tribal, foreign or multinational.

“ Hazardous Substance ” means any substance, material or waste that is listed, defined, designated or classified as hazardous, toxic, radioactive, dangerousor a “pollutant” or “contaminant” or words of similar meaning under any Environmental Law or are otherwise regulated by any Governmental Authority withjurisdiction over the environment or natural resources due to their actual or potential adverse effects upon human health or the environment, including withoutlimitation petroleum or any derivative or byproduct thereof, radon, radioactive material, asbestos or asbestos containing material, urea formaldehyde, foaminsulation or polychlorinated biphenyls.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ Investment Agreement ” means that certain Investment Agreement, dated December 29, 2016, by and between SXE, Southcross Holdings and WellsFargo Bank, N.A., as may be amended from time to time.

“ Knowledge ” (i) when used with respect to SXE, means the actual knowledge of those individuals listed on Section 8.13(a) of the SXE DisclosureSchedule and (ii) when used with respect to AMID, means the actual knowledge of those individuals listed on Section 8.13 of the AMID Disclosure Schedule.

“ LTIP ” means the Southcross Energy Partners, L.P. Amended and Restated 2012 Long Term Incentive Plan, as may be amended from time to time.

“ Material Adverse Effect ” means, when used with respect to a Person, any change, effect, event or occurrence that, individually or in the aggregate,(x) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of such Person and itsSubsidiaries, taken as a whole, or (y) prevents or materially impedes, interferes with or hinders the consummation of the transactions contemplated hereby,including the Merger, on or before the Outside Date; provided , however , that, with respect to the foregoing clause (x) only, any adverse changes, effects, events oroccurrences resulting from or due to any of the following shall be disregarded in determining whether there has been a Material Adverse Effect: (i) changes, effects,events or occurrences generally affecting the United States or global economy, the financial, credit, debt, securities or other capital markets or political, legislativeor regulatory conditions or changes in the industries in which such Person operates; (ii) the announcement or pendency of this Agreement or the transactionscontemplated hereby; (iii) any change in the market price or trading volume of the limited partnership interests or other equity securities of such Person (it beingunderstood and agreed that the foregoing shall not preclude any other Party to this Agreement from asserting that any facts or occurrences giving rise to orcontributing to such change that are not otherwise excluded from the definition of Material Adverse Effect should be deemed to constitute, or be taken into accountin determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect); (iv) acts of war or terrorism (or the escalation of the

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foregoing) or natural disasters or other force majeure events; (v) changes in any Laws or regulations applicable to such Person or applicable accounting regulationsor principles or the official interpretation thereof that materially affects this Agreement or the transactions contemplated hereby; (vi) changes, effects, events oroccurrences generally affecting the prices of oil, natural gas, natural gas liquids or coal or other commodities; and (vii) any failure of a Person to meet any internalor external projections, forecasts or estimates of revenues, earnings or other financial or operating metrics for any period (it being understood and agreed that theforegoing shall not preclude any other Party to this Agreement from asserting that any facts or occurrences giving rise to or contributing to such failure that are nototherwise excluded from the definition of Material Adverse Effect should be deemed to constitute, or be taken into account in determining whether there has been,or would reasonably be expected to be, a Material Adverse Effect); provided , however , that changes, effects, events or occurrences referred to in clauses (i) , (iv) ,( v ) and (vi) above shall be considered for purposes of determining whether there has been or would reasonably be expected to be a Material Adverse Effect if andto the extent such state of affairs, changes, effects, events or occurrences has had or would reasonably be expected to have a disproportionate adverse effect on suchPerson and its Subsidiaries, taken as a whole, as compared to other companies of similar size operating in the industries in which such Person and its Subsidiariesoperate.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ NYSE ” means the New York Stock Exchange.

“ Outstanding ” shall have the meaning assigned to such term in the SXE Partnership Agreement.

“ Permit ” means franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders ofany Governmental Authority.

“ Person ” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including aGovernmental Authority.

“ Phantom Unit ” means a notional interest granted under the SXE LTIP that entitles the holder to receive a Common Unit at a designated future paymentdate.

“ Post-Closing Tax Period ” means any taxable period or any portion of a taxable period beginning after the Closing Date.

“ Pre-Closing Tax Period ” means any taxable period or any portion of a taxable period ending on or before the Closing Date.

“ Risk Management Policy ” means the Risk Management Policy of SXE or AMID, as applicable, as adopted by the SXE GP Board or the AMID GPBoard, and in effect on the date of this Agreement; provided , that the Risk Management Policy may only be amended or modified after the date of this Agreementby such Board or a committee thereof with the prior written consent of the counter-party.

“ SEC ” means the Securities and Exchange Commission.

“ Series A Unit ” means a Series A Preferred Unit as defined in the AMID Partnership Agreement.

“ Series C Unit ” means a Series C Preferred Unit as defined in the AMID Partnership Agreement.

“ Series D Unit ” means a Series D Preferred Unit as defined in the AMID Partnership Agreement.

“ Sherman Act ” means the Sherman Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder.

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“ Subordinated Unit ” means a Subordinated Unit as defined in the SXE Partnership Agreement.

“ Subordinated Unitholders ” mean the holders of the Subordinated Units.

“ Subsidiary ” when used with respect to any Party, means any corporation, limited liability company, partnership, association, trust or other entity theaccounts of which would be consolidated with those of such Party in such Party’s consolidated financial statements if such financial statements were prepared inaccordance with GAAP, as well as any other corporation, limited liability company, partnership, association, trust or other entity of which securities or otherownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of thegeneral partnership interests or, in the case of a limited liability company, the member) are, as of such date, owned by such Party or one or more Subsidiaries ofsuch Party or by such Party and one or more Subsidiaries of such Party. For purposes of Article IV , when used with respect to AMID, the term “Subsidiary” shallinclude the AMID Joint Ventures.

“ SXE Alternative Proposal ” means any inquiry, proposal or offer from any Person or “group” (as defined in Section 13(d) of the Exchange Act), otherthan AMID, its Subsidiaries, and their Affiliates, relating to any (i) direct or indirect acquisition (whether in a single transaction or a series of related transactions),outside of the ordinary course of business, of assets of SXE and its Subsidiaries (including securities of Subsidiaries) equal to 25% or more of SXE’s consolidatedassets or to which 25% or more of SXE’s revenues or earnings on a consolidated basis are attributable, (ii) direct or indirect acquisition (whether in a singletransaction or a series of related transactions) of beneficial ownership (within the meaning of Section 13 under the Exchange Act) of 25% or more of any class ofequity securities of SXE, (iii) tender offer or exchange offer that if consummated would result in any Person or “group” (as defined in Section 13(d) of theExchange Act) beneficially owning 10% or more of any class of equity securities of SXE or (iv) merger, consolidation, unit exchange, share exchange, businesscombination, recapitalization, liquidation, dissolution or similar transaction involving SXE which is structured to permit any Person or “group” (as defined inSection 13(d) of the Exchange Act) to acquire beneficial ownership of at least 25% of SXE’s consolidated assets or equity interests; in each case, other than thetransactions contemplated hereby.

“ SXE Changed Circumstance ” means a material event, circumstance, change or development, in each case that (i) arises or occurs after the date of thisAgreement and was not, prior to the date of this Agreement, known or reasonably foreseeable to the SXE GP Board and (ii) does not relate to (A) the receipt,existence or terms of a SXE Alternative Proposal or any matter relating thereto or consequence thereof, (B) AMID, AMID GP or their respective Subsidiaries,(C) any actions taken pursuant to this Agreement or (D) any changes in the price of AMID Common Units or other AMID Securities or SXE Common Units orother SXE Securities.

“ SXE Credit Facilities ” means the SXE Revolving Credit Agreement and the SXE Term Loan.

“ SXE Designated Proposal ” means a bona fide unsolicited written SXE Alternative Proposal, obtained after the date of this Agreement and not in breachof Section 5.3, to acquire, directly or indirectly, 50% or more of the outstanding equity securities of SXE or 50% or more of the assets of SXE and its Subsidiarieson a consolidated basis, made by any Person or “group” (as defined in Section 13(d) of the Exchange Act), other than AMID, its Subsidiaries, and their Affiliates,which is on terms and conditions which the SXE GP Board (upon the recommendation of the SXE Conflicts Committee) determines in good faith (afterconsultation with its outside financial advisor and outside legal counsel), taking into account all legal, regulatory, financial, financing, timing and other aspects ofthe proposal, including all conditions contained therein and the Person making such SXE Alternative Proposal, to be (i) reasonably capable of being consummatedin accordance with its terms, and (ii) if consummated, more favorable to the SXE Unitholders (in their capacity as SXE Unitholders) from a financial point of viewthan the transactions contemplated hereby, taking into account at the time of determination any changes to the terms of this Agreement that as of that time had beenproposed by AMID in writing.

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“SXE Equity Plan ” means any plans or arrangements of SXE providing for the compensatory grant of awards of Phantom Units or awards denominated, inwhole or in part, in Common Units, or options or unit appreciation rights or similar awards relating to Common Units, including the LTIP.

“ SXE General Partner Interest ” means the “General Partner Interest” as defined in the SXE Partnership Agreement.

“ SXE General Partner Units ” means the “General Partner Units” as defined in the SXE Partnership Agreement.

“ SXE GP Charter Documents ” means, collectively, the certificate of formation of SXE GP, and the Second Amended and Restated Limited LiabilityCompany Agreement of SXE GP, as amended or supplemented from time to time.

“ SXE Incentive Distribution Right ” means “Incentive Distribution Right” as defined in the SXE Partnership Agreement.

“ SXE Joint Ventures ” means each entity listed on Section 8.13(a) of the SXE Disclosure Schedule; provided, that with respect to any reference in thisAgreement to SXE causing any SXE Joint Venture to take any action, such reference shall only require SXE to cause such SXE Joint Venture to take such action tothe maximum extent permitted by the organizational documents and governance arrangements of such SXE Joint Venture and, to the extent applicable, its fiduciaryduties in relation to such SXE Joint Venture.

“ SXE Limited Partner ” means “Limited Partner” as defined in the SXE Partnership Agreement.

“ SXE Limited Partner Interest ” means “Limited Partner Interest” as defined in the SXE Partnership Agreement.

“ SXE LTIP Unit ” means an award of Phantom Units granted under the LTIP.

“ SXE Partnership Agreement ” means the Third Amended and Restated Agreement of Limited Partnership of SXE, as amended or supplemented fromtime to time.

“ SXE Partnership Interest ” means an equity interest in SXE, which shall include the SXE General Partner Interest and SXE Limited Partner Interests.

“ SXE Revolving Credit Agreement ” means that certain Third Amended and Restated Revolving Credit Agreement, dated as of August 4, 2014, by andamong Wilmington Trust, National Association (successor to Wells Fargo Bank, N.A.), as the Administrative Agent, the lenders party thereto, and SXE, as may beamended from time to time.

“ SXE Security ” means any class or series of equity interest in SXE (but excluding any options, rights, warrants and appreciation rights relating to an equityinterest in SXE), including without limitation, Common Units, Class B Convertible Units and Subordinated Units, which are separate classes of SXE PartnershipInterests.

“ SXE Term Loan ” means that certain Term Loan Credit Agreement, dated as of August 4, 2014, by and among the Partnership, Wilmington Trust,National Association (successor to Wells Fargo Bank, N.A.), as Administrative Agent, UBS Securities LLC and Barclays Bank PLC, as Co-Syndication Agents,JPMorgan Chase Bank, N.A., as Documentation Agent, and the lenders party thereto, as may be amended from time to time.

“ SXE Unitholder ” means the Common Unitholders, the Subordinated Unitholders and the Class B.

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“ Tax ” or “ Taxes ” means any and all federal, state, local or foreign or provincial taxes, charges, imposts, levies or other assessments, including all netincome, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, margin, profits, net proceeds, alternative or add-on minimum, inventory,goods and services, capital stock, license, registration, leasing, user, withholding, payroll, employment, social security, unemployment, disability, excise,severance, stamp, occupation, property, unclaimed property, fuel, excess profits, premium, windfall profit, deficiency and estimated taxes, customs duties, fees,assessments and similar charges, including any and all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Authority inconnection with respect thereto.

“ Tax Return ” means any return, report or similar filing (including any attached schedules, supplements and additional or supporting material) filed orrequired to be filed with respect to Taxes, including any information return, claim for refund, amended return or declaration of estimated Taxes (and including anyamendments with respect thereto).

“ TBOC ” means the Texas Business Organizations Code, as amended.

“ Willful Breach ” means (i) with respect to any breaches or failures to perform any of the representations, warranties, covenants or other agreementscontained in this Agreement, a material breach that is a consequence of a deliberate act or intentional omission undertaken by the breaching party (or in the case ofSection 5.3 with respect to SXE, the consequence of a deliberate act or omission of a Subsidiary of SXE, or of a Representative of SXE at the direction of SXE)regardless of whether breaching this Agreement was the conscious object of the act or omission and (ii) the failure by any party to consummate the transactionscontemplated hereby after all of the conditions set forth in Article VI have been satisfied or waived (by the party entitled to waive any such applicable conditions).

[ signaturepagesfollows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

AMID :


By: American Midstream GP, LLC, Its general partner

By: /s/ Lynn L. Bourdon IIIName: Lynn L. Bourdon IIITitle: President and Chief Executive Officer

AMID GP :



MERGER SUB :

CHEROKEE MERGER SUB LLC


[ SignaturePagetoAgreementandPlanofMerger(LP)]

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SXE :


By: SOUTHCROSS ENERGY PARTNERS GP, LLC Its general partner

By: /s/ Bret M. AllanName: Bret M. AllanTitle: Senior Vice President and

Chief Financial Officer

SXE GP :

SOUTHCROSS ENERGY PARTNERS GP, LLC

By: /s/ Bret M. AllanName: Bret M. AllanTitle: Senior Vice President and

Chief Financial Officer

[ SignaturePagetoAgreementandPlanofMerger(LP)]

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Annex B

Jefferies LLC

Three Allen Center 333 Clay Street, Suite 1000 Houston, TX 77002

October 31, 2017 tel281.774.2000 Jefferies.com

The Conflicts Committee of the Board of DirectorsSouthcross Energy Partners GP, LLC1717 Main Street, Suite 5200Dallas, Texas 75201

Members of the Conflicts Committee:

We understand that Southcross Energy Partners, L.P. (“SXE”), Southcross Energy Partners GP, LLC, the general partner of SXE (“SXE GP”), AmericanMidstream Partners, LP (“AMID”), American Midstream GP, LLC, the general partner of AMID (“AMID GP”) and Cherokee Merger Sub LLC, a wholly-ownedsubsidiary of AMID (“AMID Merger Sub”), propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which AMID MergerSub will merge with and into SXE (the “Merger”) in a transaction in which each Common Unit (as defined in the Merger Agreement) (other than Common Unitsheld by Southcross Holdings LP (“Southcross Holdings”) or any of its subsidiaries) will be converted into the right to receive 0.160 AMID Units (as defined in theMerger Agreement) (the “Exchange Ratio”). The terms and conditions of the Merger are more fully set forth in the Merger Agreement.

You have asked for our opinion as to whether the Exchange Ratio pursuant to the Merger Agreement is fair, from a financial point of view, to the holders ofCommon Units other than SXE, SXE GP, AMID, AMID GP, AMID Merger Sub, Southcross Holdings or any of their respective affiliates (collectively, the“Unaffiliated SXE Unitholders”).

In arriving at our opinion, we have, among other things:

(i) reviewed a draft dated October 31, 2017 of the Merger Agreement;

(ii) reviewed certain publicly available financial and other information about SXE;

(iii) reviewed certain publicly available financial and other information about AMID;

(iv) reviewed certain information furnished to us by the management of SXE, including financial forecasts and analyses, relating to the business,operations and prospects of SXE and approved for our use by SXE (the “SXE Forecasts”);

(v) reviewed certain information furnished to us by the management of AMID, including financial forecasts and analyses, relating to the business,operations and prospects of AMID and approved for our use by SXE (the “AMID Forecasts”);

(vi) held discussions with (x) members of senior management of SXE concerning the matters described in clauses (ii), (iii), (iv) and (v) above, and(y) members of senior management of AMID concerning the matters described in clauses (iii) and (v) above;

(vii) reviewed the trading price history and valuation multiples for Common Units and AMID Units and compared them with those of certain publiclytraded companies that we deemed relevant;

(viii) compared the proposed financial terms of the Merger with the financial terms of certain other transactions that we deemed relevant;

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(ix) considered the potential pro forma impact of the Merger; and

(x) conducted such other financial studies, analyses and investigations as we deemed appropriate.

In our review and analysis and in rendering this opinion, we have assumed and relied upon, but have not assumed any responsibility to independentlyinvestigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available by SXE or AMID or thatwas publicly available to us (including, without limitation, the information described above), or that was otherwise reviewed by us. We have relied on assurances ofthe managements of SXE and AMID that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. In ourreview, we did not obtain any independent evaluation or appraisal of any of the assets or liabilities of, nor did we conduct a physical inspection of any of theproperties or facilities of, SXE or AMID, nor have we been furnished with any such evaluations or appraisals of such physical inspections, nor do we assume anyresponsibility to obtain any such evaluations or appraisals.

With respect to the financial forecasts provided to and examined by us, including the SXE Forecasts and the AMID Forecasts, we note that projecting futureresults of any company is inherently subject to uncertainty. SXE has informed us, however, and we have assumed, that the SXE Forecasts were reasonably preparedon bases reflecting the best currently available estimates and good faith judgments of the management of SXE as to the future financial performance of SXE. Inaddition, AMID has informed us, and we have assumed, that the AMID Forecasts were reasonably prepared on bases reflecting the best currently availableestimates and good faith judgments of the management of AMID as to the future financial performance of AMID. We express no opinion as to the SXE Forecastsor the AMID Forecasts or the assumptions on which they are made.

Our opinion is based on economic, monetary, regulatory, market and other conditions existing and which can be evaluated as of the date hereof. Weexpressly disclaim any undertaking or obligation to advise any person of any change in any fact or matter affecting our opinion of which we become aware after thedate hereof.

We have made no independent investigation of any legal or accounting matters affecting SXE or AMID, and we have assumed the correctness in all respectsmaterial to our analysis of all legal and accounting advice given to SXE, SXE GP and its Board of Directors and the Conflicts Committee thereof (the “ConflictsCommittee”), including, without limitation, advice as to the legal, accounting and tax consequences of the terms of, and transactions contemplated by, the MergerAgreement to SXE and its limited partners. In addition, in preparing this opinion, we have not taken into account any tax consequences of the transaction to anyholder of Common Units. We have assumed that the final form of the Merger Agreement will be substantially similar to the last draft reviewed by us. We have alsoassumed that the Merger will be consummated in accordance with the terms of the Merger Agreement, without waiver, modification or amendment of any term,condition or agreement and in compliance with all applicable laws, documents and other requirements and that in the course of obtaining the necessary regulatoryor third party approvals, consents and releases for the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect onSXE, AMID or the contemplated benefits of the Merger.

We were not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of SXE or any otheralternative transaction.

It is understood that our opinion is for the use and benefit of the Conflicts Committee (in its capacity as such) in its consideration of the Merger, and ouropinion does not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunitythat might be available to SXE, nor does it address the underlying business decision by SXE or SXE GP to engage in the Merger or the terms of the MergerAgreement or the documents referred to therein. Our opinion does not

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constitute a recommendation as to how any holder of Common Units should vote on the Merger or any matter related thereto. We understand that SouthcrossHoldings proposes to enter into a Contribution Agreement with AMID and AMID GP contemporaneously with the entry into the Merger Agreement (the “HoldingsContribution Agreement”), pursuant to which, among other things, Southcross Holdings will, indirectly through various contributions, contribute to AMID andAMID GP all of the equity interests of certain entities, including SXE and SXE GP, directly or indirectly held by Southcross Holdings for the considerationprovided for therein. You have not asked us to address, and this opinion does not address (a) the Holdings Contribution Agreement or any matter contemplatedthereby or the fairness of the Exchange Ratio relative to the consideration to be received pursuant to the Holdings Contribution Agreement or otherwise and (b) thefairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of SXE or SXE GP (including pursuant to theHoldings Contribution Agreement), other than the Unaffiliated SXE Unitholders. We express no opinion as to the price at which Common Units or AMID Unitswill trade at any time. Furthermore, we do not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensationpayable to or to be received by any of SXE’s or SXE GP’s officers, directors or employees, or any class of such persons, in connection with the Merger relative tothe consideration to be received by holders of Common Units or otherwise. Our opinion has been authorized by the Fairness Committee of Jefferies LLC.

We have been engaged by the Conflicts Committee to act as financial advisor to the Conflicts Committee in connection with the Merger and have received afee for our services and will receive a fee for our services upon delivery of this opinion. We also will be reimbursed for expenses incurred. SXE has agreed toindemnify us against liabilities arising out of or in connection with the services rendered and to be rendered by us under such engagement. We have, in the past,provided financial advisory services to the Conflicts Committee and may continue to do so and have received, and may receive, fees for the rendering of suchservices. We have, in the past, provided financial advisory services to AMID and may continue to do so and may receive fees for the rendering of such services. Inthe ordinary course of our business, we and our affiliates may trade or hold securities of SXE or AMID and/or their respective affiliates for our own account and forthe accounts of our customers and, accordingly, may at any time hold long or short positions in those securities. In addition, we may seek to, in the future, providefinancial advisory and financing services to the Conflicts Committee, SXE, SXE GP, AMID, AMID GP or entities that are affiliated with SXE, SXE GP, AMID orAMID GP for which we would expect to receive compensation. Except as otherwise expressly provided in our engagement letter with the Conflicts Committee, ouropinion may not be used or referred to by the Conflicts Committee, SXE GP or SXE, or quoted or disclosed to any person in any manner, without our prior writtenconsent.

Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, the Exchange Ratio pursuant to the Merger Agreement is fair, froma financial point of view, to the Unaffiliated SXE Unitholders. Very truly yours,

/s/ JEFFERIES LLCJEFFERIES LLC

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Section 7.7(a) of the AMID Partnership Agreement, provides that AMID will, to the fullest extent permitted by law but subject to the limitations expresslyprovided in the AMID Partnership Agreement, indemnify and hold harmless the following persons (together, the “Indemnitees”) from and against any and alllosses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amountsarising from any and all threatened pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative,and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reasonof its status as an Indemnitee and acting (or refraining to act) in such capacity:

• AMID GP;

• any departing general partner of AMID;

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

• any person who is or was a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of AMID, AMID GP,any departing general partner of AMID, any person who is or was an affiliate of AMID GP or any departing general partner of AMID;

• any person who is or was serving at the request of AMID GP, any departing general partner of AMID and any person who is or was an affiliate ofAMID GP or any departing general partner of AMID as a manager, managing member, general partner, director, officer, employee, agent, fiduciary ortrustee of another person owing a fiduciary duty to AMID or any of its subsidiaries; provided that a person shall not be an Indemnitee by reason ofproviding, on a fee-for-services basis, trustee, fiduciary or custodial services;

• any person who controls AMID GP or any departing general partner of AMID; and

• any person AMID GP designates as an Indemnitee for purposes of the AMID Partnership Agreement;

provided, that the Indemnitee shall not be indemnified and held harmless pursuant to the AMID Partnership Agreement if there has been a final andnon-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnificationpursuant to the AMID Partnership Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, actedwith knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to Section 7.7 of the AMID Partnership Agreement shall be made onlyout of the assets of the AMID, it being agreed that AMID GP shall not be personally liable for such indemnification and shall have no obligation to contribute orloan any monies or property to AMID to enable it to effectuate such indemnification.

Section 7.7(b) of the AMID Partnership Agreement states that to the fullest extent permitted by law, expenses (including legal fees and expenses) incurred byan Indemnitee who is indemnified pursuant to Section 7.7(a) of the AMID Partnership Agreement in appearing at, participating in or defending any claim, demand,action, suit or proceeding shall, from time to time, be advanced by AMID prior to a final and non-appealable judgment entered by a court of competent jurisdictiondetermining that, in respect of the matter for which the Indemnitee is seeking indemnification, the Indemnitee is not entitled to be indemnified upon receipt byAMID of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to beindemnified as authorized by this Section 7.7 of the AMID Partnership Agreement.

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Section 7.7(d) of the AMID Partnership Agreement states that AMID may purchase and maintain insurance (or reimburse AMID GP or affiliates for the costof) on behalf of AMID GP, its affiliates, the Indemnitees and such other persons as AMID GP shall determine, against any liability that may be asserted against, orexpense that may be incurred by, such person in connection with AMID’s activities or such person’s activities on behalf of AMID, regardless of whether AMIDwould have the power to indemnify such person against such liability under the provisions of the AMID Partnership Agreement.

Section 17-108 of the Delaware LP Act provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, aDelaware limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims anddemands whatsoever.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits.

The following is a list of exhibits filed as part of this proxy statement/prospectus. ExhibitNumber Description

2.1*

Agreement and Plan of Merger, dated as of October 31, 2017, by and among American Midstream Partners, LP, American Midstream GP, LLC,Southcross Energy Partners L.P., Southcross Energy GP, LLC and Cherokee Merger Sub LLC (included as Annex A to the proxystatement/prospectus forming part of this registration statement on Form S-4). Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.

3.1

Certificate of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to AMID’s RegistrationStatement on Form S-1 filed March 31, 2011 (File No. 333-173191)).

3.2

Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 toAMID’s Current Report on Form 8-K filed April 29, 2016 (File No. 001-35257)).

3.3

Amendment No. 1 to Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated byreference to Exhibit 3.1 to AMID’s Current Report on Form 8-K filed June 22, 2016 (File No. 001-35257)).

3.4

Amendment No. 2 to Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated byreference to Exhibit 3.1 to AMID’s Current Report on Form 8-K filed November 4, 2016 (File No. 001-35257)).

3.5

Amendment No. 3 to Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated byreference to Exhibit 3.1 to AMID’s Current Report on Form 8-K filed March 8, 2017 (File No. 001-35257)).

3.6

Amendment No. 4 to Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated byreference to Exhibit 3.1 to AMID’s Current Report on Form 8-K filed May 31, 2017 (File No. 001-35257)).

3.7

Amendment No. 5 to Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated byreference to Exhibit 3.1 to AMID’s Current Report on Form 8-K filed July 14, 2017 (File No. 001-35257)).

3.8

Amendment No. 6 to Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated byreference to Exhibit 3.1 to AMID’s Current Report on Form 8-K filed September 11, 2017 (File No. 001-35257)).

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ExhibitNumber Description

3.9

Amendment No. 7 to Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated byreference to Exhibit 3.1 to AMID’s Current Report Form 8-K filed October 30, 2017 (File No. 001-35257).

3.10* Form of Sixth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP.

3.11

Certificate of Formation of American Midstream GP, LLC (incorporated by reference to Exhibit 3.4 to AMID’s Registration Statement on FormS-1 filed March 31, 2011 (File No. 333-173191)).

3.12

Fourth Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.1to AMID’s Current Report on Form 8-K filed August 15, 2017 (File No. 001-35257)).

3.13

Amendment No. 8 to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated byreference to Exhibit 3.1 to AMID’s Current Report Form 8-K filed January 31, 2018 (File No. 001-35257)).

5.1* Opinion of Gibson, Dunn & Crutcher LLP, as to the legality of the securities being registered.

8.1* Opinion of Locke Lord LLP as to certain tax matters.

8.2* Opinion of Gibson, Dunn & Crutcher LLP as to certain tax matters.

21.1

List of subsidiaries of American Midstream Partners, LP (incorporated by reference to Exhibit 21.1 to AMID’s Annual Report on Form 10-K filedMarch 7, 2016).

23.1* Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8.2).

23.2* Consent of Locke Lord LLP (included in Exhibit 8.1).

23.3* Consent of PricewaterhouseCoopers LLP (AMID Financial Statements).

23.4* Consent of BDO USA, LLP (Pinto Offshore Holdings, LLC).

23.5* Consent of BDO USA, LLP (Delta House FPS, LLC).

23.6* Consent of BDO USA, LLP (Delta House Oil and Gas Lateral, LLC).

23.7* Consent of PricewaterhouseCoopers LLP (Destin Pipeline Company, L.L.C.).

23.8* Consent of Ernst & Young LLP (Destin Pipeline Company, L.L.C.).

23.9* Consent of Deloitte & Touche LLP (Tri-States NGL Pipeline, L.L.C.).

23.10* Consent of Ernst & Young LLP (Tri-States NGL Pipeline, L.L.C.).

23.11* Consent of PricewaterhouseCoopers LLP (Okeanos Gas Gathering Company, LLC).

23.12* Consent of Ernst & Young LLP (Okeanos Gas Gathering Company, LLC).

23.13* Consent of BDO USA, LLP (Main Pass Oil Gathering Company, LLC).

23.14* Consent of Ernst & Young LLP (Main Pass Oil Gathering Company).

23.15* Consent of Deloitte & Touche LLP (Southcross Energy Partners, L.P.).

23.16* Consent of Deloitte & Touche LLP (SXH)

24.1† Powers of attorney (included on the signature page hereto).

99.1* Form of Proxy Card for Southcross Energy Partners, L.P. Special Meeting.

99.2* Consent of Jefferies LLC.

99.3†

Voting and Support Agreement, dated as of October 31, 2017, by and among American Midstream Partners, LP, Southcross Holdings LP,Southcross Holdings GP, LLC and Southcross Holdings Borrower LP.

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* Filed herewith.† Previously filed. (b) FinancialStatementSchedules.

Financial statement schedules are omitted because they are not required or the required information is shown in the consolidated financial statements or thenotes thereto incorporated by reference in the proxy statement/prospectus that forms a part of this registration statement.

Item 22. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed thatwhich was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filedwith the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregateoffering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any materialchange to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form ofprospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall bedeemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of theoffering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: if the registrant is subject to Rule 430C, each prospectusfiled pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other thanprospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used aftereffectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in adocument incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to apurchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectusthat was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardlessof the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such

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purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer orsell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersignedregistrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or itssecurities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of theSecurities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to thesecurities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) That before any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement by any person orparty who is deemed to be an underwriter within the meaning of Rule 145(c), the registrant undertakes that such reoffering prospectus will contain the informationcalled for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for bythe other items of the applicable form.

(d) That every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of theSecurities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to this registration statement andwill not be used until such amendment has become effective, and that, for the purpose of determining liabilities under the Securities Act, each such post-effectiveamendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall bedeemed to be the initial bona fide offering thereof.

(e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrantpursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, suchindemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of anyaction, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless inthe opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether suchindemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(f) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within onebusiness day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes informationcontained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(g) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not thesubject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereuntoduly authorized, in Houston, Texas on February 9, 2018.


By: AMERICAN MIDSTREAM GP, LLC, its general partner

/s/ Eric T. Kalamaras

Eric T. KalamarasChief Financial Officer and officer duly authorized to sign on behalf ofthe registrant

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the indicated capacities, which are withAmerican Midstream GP, LLC, the general partner of American Midstream Partners, LP, on February 9, 2018.

Date: February 9, 2018

By:

*Lynn L. Bourdon IIIChief Executive Officer and Director(Principal Executive Officer)


By:

/s/ Eric T. KalamarasEric T. KalamarasSenior Vice President and Chief Financial Officer(Principal Financial Officer)


By:

*Michael CroneyVice President, Chief Accounting Officer and Corporate Controller(Principal Accounting Officer)


By:

*Stephen W. BergstromDirector


By:

*John F. ErhardDirector

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By:

*Peter A. FasulloDirector


By:

*Donald R. Kendall, Jr.Director


By:

*Daniel R. ReversDirector


By:

*Joseph W. SuttonDirector


By:

*Lucius H. TaylorDirector


By:

*Gerald A. TywoniukDirector

*By:

/s/ Eric T. KalamarasEric T. KalamarasAttorney-in-Fact

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Exhibit 3.10

FORM OF SIXTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

AMERICAN MIDSTREAM PARTNERS, LP 1 1 Any amendments to the current Limited Partnership Agreement before closing will be reflected in the execution version of this Limited Partnership

Agreement.

TABLE OF CONTENTS Page

ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Construction 37

ARTICLE II ORGANIZATION 37

Section 2.1 Formation 37 Section 2.2 Name 38 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 38 Section 2.4 Purpose and Business 38 Section 2.5 Powers 39 Section 2.6 Term 39 Section 2.7 Title to Partnership Assets 39

ARTICLE III RIGHTS OF LIMITED PARTNERS 39

Section 3.1 Limitation of Liability 39 Section 3.2 Management of Business 40 Section 3.3 Outside Activities of the Limited Partners 40 Section 3.4 Rights of Limited Partners 40

ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIPINTERESTS 41

Section 4.1 Certificates 41 Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates 41 Section 4.3 Record Holders 42 Section 4.4 Transfer Generally 43 Section 4.5 Registration and Transfer of Limited Partner Interests 43 Section 4.6 Transfer of the General Partner’s General Partner Interest 44 Section 4.7 Transfer of Incentive Distribution Rights 45 Section 4.8 Restrictions on Transfers 45 Section 4.9 Eligibility Certifications; Ineligible Holders 46 Section 4.10 Redemption of Partnership Interests of Ineligible Holders 47

ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS 48

Section 5.1 Intentionally Omitted 48 Section 5.2 Contributions by the General Partner and the Initial Limited Partners 48 Section 5.3 Contributions by Limited Partners 49 Section 5.4 Interest and Withdrawal of Capital Contributions 49 Section 5.5 Capital Accounts 49

Section 5.6 Issuances of Additional Partnership Interests 54 Section 5.7 Limited Preemptive Rights 55 Section 5.8 Splits and Combinations 57 Section 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 58 Section 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 58 Section 5.11 Establishment of Series A Preferred Units 59 Section 5.12 Establishment of Series C Preferred Units 78 Section 5.13 Establishment of Series E Preferred Units 97

ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS SECTION 115

Section 6.1 Allocations for Capital Account Purposes 115 Section 6.2 Allocations for Tax Purposes 123 Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders 125 Section 6.4 Distributions of Available Cash from Operating Surplus 126 Section 6.5 Distributions of Available Cash from Capital Surplus 126 Section 6.6 Adjustment of Minimum Quarterly Distribution 127 Section 6.7 Special Provisions Relating to the Holders of Incentive Distribution Rights 127 Section 6.8 Entity-Level Taxation 128 Section 6.9 Special Provisions Relating to Series A Unitholders, Series C Unitholders and Series E Unitholders 128 Section 6.10 Special Provisions Relating to Noncompensatory Options 129

ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS 130

Section 7.1 Management 130 Section 7.2 Certificate of Limited Partnership 132 Section 7.3 Restrictions on the General Partner’s Authority 132 Section 7.4 Reimbursement of the General Partner 134 Section 7.5 Outside Activities 135 Section 7.6 Loans from the General Partner; Loans or Contributions from the Partnership or Group Members 136 Section 7.7 Indemnification 137 Section 7.8 Liability of Indemnitees 138 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 139 Section 7.10 Other Matters Concerning the General Partner 141 Section 7.11 Purchase or Sale of Partnership Interests 141 Section 7.12 Registration Rights of the General Partner and its Affiliates and Holdings 142 Section 7.13 Reliance by Third Parties 144

ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS 145

Section 8.1 Records and Accounting 145 Section 8.2 Fiscal Year 145 Section 8.3 Reports 146

ARTICLE IX TAX MATTERS 146

Section 9.1 Tax Returns and Information 146

ii

Section 9.2 Tax Elections 146 Section 9.3 Tax Controversies 147 Section 9.4 Withholding 147

ARTICLE X ADMISSION OF PARTNERS 148

Section 10.1 Admission of Limited Partners 148 Section 10.2 Admission of Successor General Partner 148 Section 10.3 Amendment of Agreement and Certificate of Limited Partnership 149

ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS 149

Section 11.1 Withdrawal of the General Partner 149 Section 11.2 Removal of the General Partner 151 Section 11.3 Interest of Departing General Partner and Successor General Partner 151 Section 11.4 Extinguishment of Cumulative Common Unit Arrearages 153 Section 11.5 Withdrawal of Limited Partners 153

ARTICLE XII DISSOLUTION AND LIQUIDATION 153

Section 12.1 Dissolution 153 Section 12.2 Continuation of the Business of the Partnership After Dissolution 154 Section 12.3 Liquidator 154 Section 12.4 Liquidation 155 Section 12.5 Cancellation of Certificate of Limited Partnership 156 Section 12.6 Return of Contributions 156 Section 12.7 Waiver of Partition 156 Section 12.8 Capital Account Restoration 156 Section 12.9 Series A Liquidation Value, Series C Liquidation Value and Series E Liquidation Value 156

ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE 156

Section 13.1 Amendments to be Adopted Solely by the General Partner 156 Section 13.2 Amendment Procedures 158 Section 13.3 Amendment Requirements 159 Section 13.4 Special Meetings 160 Section 13.5 Notice of a Meeting 160 Section 13.6 Record Date 160 Section 13.7 Adjournment 161 Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes 161 Section 13.9 Quorum and Voting 161 Section 13.10 Conduct of a Meeting 162 Section 13.11 Action Without a Meeting 162 Section 13.12 Right to Vote and Related Matters 163

iii

ARTICLE XIV MERGER, CONSOLIDATION OR CONVERSION 163

Section 14.1 Authority 163 Section 14.2 Procedure for Merger, Consolidation or Conversion 163 Section 14.3 Approval by Limited Partners 165 Section 14.4 Amendment of Partnership Agreement 166 Section 14.5 Certificate of Merger or Certificate of Conversion 167 Section 14.6 Effect of Merger, Consolidation or Conversion 167

ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS 168

Section 15.1 Right to Acquire Limited Partner Interests 168

ARTICLE XVI GENERAL PROVISIONS 169

Section 16.1 Addresses and Notices; Written Communications 169 Section 16.2 Further Action 170 Section 16.3 Binding Effect 170 Section 16.4 Integration 170 Section 16.5 Creditors 171 Section 16.6 Waiver 171 Section 16.7 Third-Party Beneficiaries 171 Section 16.8 Counterparts 171 Section 16.9 Applicable Law; Forum; Venue and Jurisdiction; Waiver of Trial by Jury 171 Section 16.10 Invalidity of Provisions 172 Section 16.11 Consent of Partners 173 Section 16.12 Electronically Transmitted Signatures 173

EXHIBIT A Certificate Evidencing Common Units Representing Limited Partner Interests in American Midstream Partners, LP

EXHIBIT B Form of Series A Conversion Notice

EXHIBIT C Form of Series C Conversion Notice

EXHIBIT D Form of Series E Conversion Notice

EXHIBIT E Form of Series E Call Exercise Notice

iv

SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFAMERICAN MIDSTREAM PARTNERS, LP

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP dated as of[[•], 2017] 2 (this “ Agreement ”), is entered into by and between American Midstream GP, LLC, a Delaware limited liability company, as the General Partner, andthe Persons who are now or become Partners in the Partnership or parties hereto as provided herein.

WHEREAS, the General Partner and the Limited Partners entered into that certain First Amended and Restated Agreement of Limited Partnership dated asof November 4, 2009;

WHEREAS, the General Partner and the Limited Partners entered into that certain Second Amended and Restated Agreement of Limited Partnership datedas of August 1, 2011;

WHEREAS, the General Partner and the Limited Partners entered into that certain Third Amended and Restated Agreement of Limited Partnership dated asof April 15, 2013;

WHEREAS, the General Partner and the Limited Partners entered into that certain Fourth Amended and Restated Agreement of Limited Partnership dated asof August 9, 2013, as amended from time to time thereafter (as amended, the “ Fourth A/R Partnership Agreement ”);

WHEREAS, the General Partner and the Limited Partners entered into that certain Fifth Amended and Restated Agreement of Limited Partnership dated asof April 25, 2016, as amended from time to time thereafter (as amended to the date hereof, the “ Fifth A/R Partnership Agreement ”);

WHEREAS, pursuant to the Contribution Agreement, the Fifth A/R Partnership Agreement is required to be amended to reflect the issuance of the Series EPreferred Units and to amend certain terms of the Series C Convertible Preferred Units;

WHEREAS, there are certain other corrections and correlative clarifications to the Fifth A/R Partnership Agreement that the General Partner believes areappropriate;

WHEREAS, Section 5.6 of the Fifth A/R Partnership Agreement provides that the General Partner, without the approval of any Limited Partner except asotherwise provided in the Fifth A/R Partnership Agreement, may, for any Partnership purpose, at any time or from time to time, issue additional PartnershipInterests and warrants to such Persons for such consideration and on such terms and conditions as shall be established by the General Partner;

WHEREAS, Section 13.1(d)(i) of the Fifth A/R Partnership Agreement provides that the General Partner may amend any provision of the Fifth A/RPartnership Agreement without the approval of any Partner to reflect a change that the General Partner determines does not adversely affect in any material respectthe Limited Partners considered as a whole or any particular class of Partnership Interests as compared to the other classes of Partnership Interests; 2 To be executed at closing of the transaction.

WHEREAS, Section 13.1(g) of the Fifth A/R Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend anyprovision of the Fifth A/R Partnership Agreement to reflect an amendment that, the General Partner determines, is necessary or appropriate in connection with thecreation, authorization or issuance of any class or series of Partnership Interests or warrants pursuant to Section 5.6 of the Fifth A/R Partnership Agreement;

WHEREAS, the General Partner has determined that the amendments to the Fifth A/R Partnership Agreement effected hereby are required to reflect theissuance of the Series E Preferred Units and amend certain terms of the Series C Convertible Preferred Units and to make other corrections and correlativeclarifications, which corrections and clarifications do not adversely affect in any material respect the Limited Partners considered as a whole or any particular classof Partnership Interests as compared to other classes of Partnership Interests, other than the Series A Preferred Units and the Series C Preferred Units, the holders ofwhich have approved the amendments;

WHEREAS, (i) to the extent required by Sections 5.12 and 7.3 of the Fifth A/R Partnership Agreement, the holder of the Series A Preferred Units hasconsented to the amendments effected hereby and has waived the second paragraph of Section 5.12(b)(viii)(D) thereof, and (ii) to the extent required by Sections5.14(b) and 7.3 of the Fifth A/R Partnership Agreement, the holder of the Series C Preferred Units has consented to the amendments effected hereby and haswaived the second paragraph of Section 5.14(b)(viii)(E) thereof; and

WHEREAS, the General Partner has determined that the amendments to the Fifth A/R Partnership Agreement effected hereby are necessary and appropriatein connection with the creation, authorization and issuance of the Series E Preferred Units and the amendment of certain terms of the Series C ConvertiblePreferred Units, as contemplated by the Contribution Agreement.

NOW, THEREFORE, the General Partner does hereby amend and restate the Fifth A/R Partnership Agreement to provide in its entirety as follows:

ARTICLE IDEFINITIONS

Section 1.1 Definitions .

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Acquisition ” means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form ofinvestment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the long-term operating capacity oroperating income of the Partnership Group from the operating capacity or operating income of the Partnership Group existing immediately prior to suchtransaction.

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“ Additional Book Basis ” means the portion of any remaining Carrying Value of an Adjusted Property that is attributable to positive adjustments made tosuch Carrying Value as a result of Book-Up Events. For purposes of determining the extent that Carrying Value constitutes Additional Book Basis:

(a) Any negative adjustment made to the Carrying Value of an Adjusted Property as a result of either a Book-Down Event or a Book-Up Event shallfirst be deemed to offset or decrease that portion of the Carrying Value of such Adjusted Property that is attributable to any prior positive adjustments made theretopursuant to a Book-Up Event or Book-Down Event.

(b) If Carrying Value that constitutes Additional Book Basis is reduced as a result of a Book-Down Event (an “ Additional Book Basis Reduction ”)and the Carrying Value of other property is increased as a result of such Book-Down Event (a “ Carrying Value Increase ”), then any such Carrying ValueIncrease shall be treated as Additional Book Basis in an amount equal to the lesser of (i) the amount of such Carrying Value Increase and (ii) the amountdetermined by proportionately allocating to the Carrying Value Increases resulting from such Book-Down Event by the lesser of (A) the aggregate Additional BookBasis Reductions resulting from such Book-Down Event and (B) the amount by which the Aggregate Remaining Net Positive Adjustments after such Book-DownEvent exceeds the remaining Additional Book Basis attributable to all of the Partnership’s Adjusted Property after such Book-Down Event (determined withoutregard to the application of this clause (b) to such Book-Down Event).

“ Additional Book Basis Derivative Items ” means any Book Basis Derivative Items that are computed with reference to Additional Book Basis. To theextent that the Additional Book Basis attributable to all of the Partnership’s Adjusted Property as of the beginning of any taxable period exceeds the AggregateRemaining Net Positive Adjustments as of the beginning of such period (the “ Excess Additional Book Basis ”), the Additional Book Basis Derivative Items forsuch period shall be reduced by the amount that bears the same ratio to the amount of Additional Book Basis Derivative Items determined without regard to thissentence as the Excess Additional Book Basis bears to the Additional Book Basis as of the beginning of such period. With respect to a Disposed of AdjustedProperty, the Additional Book Basis Derivative Items shall be the amount of Additional Book Basis taken into account in computing gain or loss from thedisposition of such Disposed of Adjusted Property; providedthat the provisions of the immediately preceding sentence shall apply to the determination of theAdditional Book Basis Derivative Items attributable to Disposed of Adjusted Property.

“ Additional Limited Partner ” means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.1(b) and who is shown as such onthe books and records of the Partnership.

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“ Adjusted Capital Account ” means the Capital Account maintained for each Partner as of the end of each taxable period of the Partnership, (a) increasedby any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated torestore under Treasury Regulation Sections 1.704-2(g) and 1.704-2 (i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end ofsuch taxable period, are reasonably expected to be allocated to such Partner in subsequent taxable periods under Sections 704(e)(2) and 706(d) of the Code andTreasury Regulation Section 1.751-1(b)(2) (ii), and (ii) the amount of all distributions that, as of the end of such taxable period, are reasonably expected to be madeto such Partner in subsequent taxable periods in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to suchPartner’s Capital Account that are reasonably expected to occur during (or prior to) the taxable period in which such distributions are reasonably expected to bemade (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or Section 6.1(d)(ii) ). The foregoing definition of AdjustedCapital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The“Adjusted Capital Account” of a Partner in respect of a Partnership Interest shall be the amount that such Adjusted Capital Account would be if such PartnershipInterest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“ Adjusted Operating Surplus ” means, with respect to any period, (a) Operating Surplus generated with respect to such period, less (b) (i) any net increasein Working Capital Borrowings with respect to that period and (ii) any net decrease in cash reserves for Operating Expenditures with respect to such period notrelating to an Operating Expenditure made with respect to such period, and plus (c) (i) any net decrease in Working Capital Borrowings with respect to that period,(ii) any net decrease made in subsequent periods in cash reserves for Operating Expenditures initially established with respect to such period to the extent suchdecrease results in a reduction in Adjusted Operating Surplus in subsequent periods pursuant to clause (b)(ii) above and (iii) any net increase in cash reserves forOperating Expenditures with respect to such period required by any debt instrument for the repayment of principal, interest or premium. Adjusted OperatingSurplus does not include that portion of Operating Surplus included in clause (a) (i) of the definition of Operating Surplus.

“ Adjusted Property ” means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d) .

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or isunder common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause thedirection of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, in noevent shall Holdings be considered an “Affiliate” of the General Partner for purposes of this Agreement.

“ Aggregate Quantity of IDR Reset Common Units ” has the meaning assigned to such term in Section 5.10(a) .

“ Aggregate Remaining Net Positive Adjustments ” means, as of the end of any taxable period, the sum of the Remaining Net Positive Adjustments of allthe Partners.

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“ Agreed Allocation ” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions ofSection 6.1 , including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

“ Agreed Value ” of any Contributed Property means the fair market value of such property or other consideration at the time of contribution and in the caseof an Adjusted Property, the fair market value of such Adjusted Property on the date of the Revaluation Event, in both cases as determined by the General Partner.

“ Agreement ” means this Sixth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, as it may be amended,supplemented or restated from time to time.

“ AIM Midstream ” means AIM Midstream Holdings, LLC, a Delaware limited liability company.

“ American Midstream GP ” means American Midstream GP, LLC, a Delaware limited liability company.

“ AMID GP LLC Agreement ” means the Fourth Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC dated[[•], 2017] 3 .

“ Associate ” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer,partner or managing member or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estatein which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative orspouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

“ Available Cash ” means, with respect to any Quarter ending prior to the Liquidation Date:

(a) the sum of:

(i) all cash and cash equivalents of the Partnership Group (or the Partnership’s proportionate share of cash and cash equivalents in the case ofSubsidiaries that are not wholly owned) on hand at the end of such Quarter; and

(ii) if the General Partner so determines, all or any portion of additional cash and cash equivalents of the Partnership Group (or the Partnership’sproportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of determination of AvailableCash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter;

3 To be executed at closing of the transaction.

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(b) less the amount of any cash reserves (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are not whollyowned) established by the General Partner to:

(i) provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures, for anticipatedfuture credit needs of the Partnership Group and for refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing relatingto FERC rate proceedings or rate proceedings under applicable state law, if any) subsequent to such Quarter;

(ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to whichany Group Member is a party or by which it is bound or its assets are subject; or

(iii) provide funds for distributions under Section 6.4 or Section 6.5 in respect of any one or more of the next four Quarters;

provided, however, that the General Partner may not establish cash reserves pursuant to clause (iii) above if the effect of establishing such reserves would be thatthe Partnership is unable to distribute the Minimum Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all CommonUnits, with respect to such Quarter; and, providedfurther, that disbursements made by a Group Member or cash reserves established, increased or reduced after theend of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established,increased or reduced, for purposes of determining Available Cash, within such Quarter if the General Partner so determines.

Notwithstanding the foregoing, “Available Cash” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equalzero.

“ Board of Directors ” means the board of directors of the General Partner.

“ Book Basis Derivative Items ” means any item of income, deduction, gain or loss that is computed with reference to the Carrying Value of an AdjustedProperty ( e.g., depreciation, depletion, or gain or loss with respect to an Adjusted Property).

“ Book-Down Event ” means an event that triggers a negative adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d) .

“ Book-Tax Disparity ” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the differencebetween the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. APartner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between suchPartner’s Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had beenmaintained strictly in accordance with federal income tax accounting principles.

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“ Book-Up Event ” means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d) .

“ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States ofAmerica or the State of Texas shall not be regarded as a Business Day.

“ Capital Account ” means the capital account maintained for a Partner pursuant to Section 5.5 . The “Capital Account” of a Partner in respect of aPartnership Interest shall be the amount that such Capital Account would be if such Partnership Interest were the only interest in the Partnership held by suchPartner from and after the date on which such Partnership Interest was first issued.

“ Capital Contribution ” means (i) any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnershipor that is contributed or deemed contributed to the Partnership on behalf of a Partner (including, in the case of an underwritten offering of Units, the amount of anyunderwriting discounts or commissions) or (ii) current distributions that a Partner is entitled to receive but otherwise waives.

“ Capital Improvement ” means any (a) addition or improvement to the capital assets owned by any Group Member, (b) acquisition (through an assetacquisition, merger, stock acquisition or other form of investment) of existing, or the construction of new or improvement or replacement of existing, capital assets(including gathering systems, compressors, processing plants, transmission lines and related or similar midstream assets) or (c) capital contribution by a GroupMember to a Person that is not a Subsidiary in which a Group Member has, or after such capital contribution will have, an equity interest to fund such GroupMember’s pro rata share of the cost of the addition or improvement to or the acquisition (through an asset acquisition, merger, stock acquisition or other form ofinvestment) of existing, or the construction of new or replacement of existing, capital assets (including gathering systems, compressors, processing plants,transmission lines and related or similar midstream assets) by such Person, in each case if and to the extent such addition, improvement, acquisition, construction orreplacement is made to increase the long-term operating capacity or operating income of the Partnership Group, in the case of clauses (a) and (b), or such Person, inthe case of clause (c), from the operating capacity or operating income of the Partnership Group or such Person, as the case may be, existing immediately prior tosuch addition, improvement, acquisition, construction or replacement.

“ Capital Surplus ” has the meaning assigned to such term in Section 6.3(a) .

“ Carrying Value ” means (a) with respect to a Contributed Property or Adjusted Property, the Agreed Value of such property reduced (but not below zero)by all depreciation, amortization and cost recovery deductions charged to the Partners’ Capital Accounts in respect of such Contributed Property or AdjustedProperty, and (b) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time ofdetermination. The Carrying Value of any property shall be adjusted from time to time in accordance with Section 5.5(d) and to reflect changes, additions or otheradjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

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“ Cause ” means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable for actual fraud or willfulmisconduct in its capacity as a general partner of the Partnership.

“ Certificate ” means (a) a certificate (i) substantially in the form of Exhibit A to this Agreement, (ii) issued in global form in accordance with the rules andregulations of the Depository or (iii) in such other form as may be adopted by the General Partner, in each case issued by the Partnership evidencing ownership ofone or more Common Units or (b) a certificate, in such form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one ormore other Partnership Interests.

“ Certificate of Limited Partnership ” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State ofDelaware as referenced in Section 7.2 , as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

“ Citizenship Eligibility Trigger ” has the meaning assigned to such term in Section 4.9(a)(ii) .

“ claim ” (as used in Section 7.12(c) ) has the meaning assigned to such term in Section 7.12(c) .

“ Class A Member ” means the “Class A Member” as defined in the AMID GP LLC Agreement.

“ Class D Exercise Notice ” has the meaning assigned to such term in Section 5.7(b) .

“ Class D Member ” means the “Class D Member” as defined in the AMID GP LLC Agreement.

“ Closing Date ” means November 4, 2009.

“ Closing Price ” means, in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price on such day, regular way, orin case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principalconsolidated transaction reporting system with respect to securities listed or admitted to trading on the principal National Securities Exchange on which therespective Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests are not listed or admitted to trading on any NationalSecurities Exchange, the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in theover-the-counter market, as reported by the primary reporting system then in use in relation to such Limited Partner Interests of such class, or, if on any such daysuch Limited Partner Interests of such Series are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by aprofessional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market makeris making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the GeneralPartner.

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“ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of theCode shall be deemed to include a reference to any corresponding provision of any successor law.

“ Combined Interest ” has the meaning assigned to such term in Section 11.3(a) .

“ Commences Commercial Service ” means the date a Capital Improvement is first put into or commences commercial service following completion ofconstruction, acquisition, development and testing, as applicable.

“ Commission ” means the United States Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“ Commodity Hedge Contract ” means any commodity exchange, swap, forward, cap, floor, collar or other similar agreement or arrangement entered intofor the purpose of hedging the Partnership Group’s exposure to fluctuations in the price of hydrocarbons or other commodities in their operations and not forspeculative purposes.

“ Common Unit ” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners, and having the rights andobligations specified with respect to Common Units in this Agreement. The term “Common Unit” does not refer to, or include, any Incentive Distribution Rights,any HPIP Equity Interest, any Series A Preferred Unit prior to the conversion of such Series A Preferred Unit into a Common Unit pursuant to the terms thereof,any Series C Preferred Unit prior to the conversion of such Series C Preferred Unit into a Common Unit pursuant to the terms thereof, any Series E Preferred Unitprior to the conversion of such Series E Preferred Unit into a Common Unit pursuant to the terms thereof, except as otherwise provided in this Agreement, or anyCommon Unit treated as owned by the Partnership for U.S. federal income tax purposes.

“ Common Unit Arrearage ” means, with respect to any Common Unit, whenever issued, as to any Quarter after the Closing Date, the excess, if any, of(a) the Minimum Quarterly Distribution with respect to a Common Unit in respect of such Quarter over (b) the sum of all Available Cash distributed with respect toa Common Unit in respect of such Quarter pursuant to Section 6.4(a) .

“ Conflicts Committee ” means a committee of the Board of Directors composed of one or more Independent Directors.

“ Contributed Property ” means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to thePartnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d) , such property shall no longer constitute a ContributedProperty, but shall be deemed an Adjusted Property.

“ Contribution Agreement ” means the Contribution Agreement, dated October 31, 2017, among Southcross Holdings, the General Partner and thePartnership, pursuant to which Southcross Holdings contributed equity interests in a wholly owned subsidiary to the Partnership in exchange for Common Units,4,500,000 Series E Preferred Units and certain equity interests in the General Partner.

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“ Converted or Exercised Unit ” means a Series A Conversion Unit, Series C Conversion Unit, Series E Conversion Unit, or Option Unit.

“ Convertible Securities ” has the meaning assigned to such term in Section 5.11(b)(viii) (D) .

“ Cumulative Common Unit Arrearage ” means, with respect to any Common Unit, whenever issued, and as of the end of any Quarter, the excess, if any,of (a) the sum resulting from adding together the Common Unit Arrearage as to an IPO Common Unit for each of the Quarters after the Closing Date over (b) thesum of any distributions theretofore made pursuant to Section 6.4(b) and the second sentence of Section 6.5 with respect to an IPO Common Unit (including anydistributions to be made in respect of the last of such Quarters).

“ Curative Allocation ” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi) .

“ Current Market Price ” means, in respect of any class of Limited Partner Interests, as of the date of determination, the average of the daily Closing Pricesper Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to such date.

“ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq. as amended, supplemented or restatedfrom time to time, and any successor to such statute.

“ Departing General Partner ” means a former general partner from and after the effective date of any withdrawal or removal of such former generalpartner pursuant to Section 11.1 or Section 11.2 .

“ Depository ” means, with respect to any Units issued in global form, The Depository Trust Company and its successors and permitted assigns.

“ Disposed of Adjusted Property ” has the meaning ascribed to such term in Section 6.1(d)(xii)(B) .

“ Economic Risk of Loss ” has the meaning set forth in Treasury Regulation Section 1.752-2(a) .

“ Eligibility Certificate ” has the meaning assigned to such term in Section 4.9(b) .

“ Eligible Holder ” means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the materialadverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create asubstantial risk of cancellation or forfeiture as described in Section 4.9(a) (ii) .

“ Estimated Incremental Quarterly Tax Amount ” has the meaning assigned to such term in Section 6.8 .

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“ Estimated Maintenance Capital Expenditures ” means an estimate made in good faith by the Board of Directors (with the concurrence of the ConflictsCommittee) of the average quarterly Maintenance Capital Expenditures that the Partnership will incur over the long term. The Board of Directors (with theconcurrence of the Conflicts Committee) will be permitted to make such estimate in any manner it determines reasonable. The estimate will be made annually andwhenever an event occurs that is likely to result in a material adjustment to the amount of Maintenance Capital Expenditures on a long term basis. The Partnershipshall disclose to its Partners any change in the amount of Estimated Maintenance Capital Expenditures in its reports made in accordance with Section 8.3 to theextent not previously disclosed. Any adjustments to Estimated Maintenance Capital Expenditures shall be prospective only.

“ Event Issue Value ” means, with respect to any Common Unit as of any date of determination, (i) in the case of a Revaluation Event that includes theissuance of Common Units pursuant to a public offering and solely for cash, the price paid for such Common Units (before deduction for any underwriters’discounts and commissions), or (ii) in the case of any other Revaluation Event, the Closing Price of the Common Units on the date of such Revaluation Event or, ifthe General Partner determines that a value for the Common Unit other than such Closing Price more accurately reflects the fair market value of the Common Unit,the value determined by the General Partner.

“ Event of Withdrawal ” has the meaning assigned to such term in Section 11.1(a) .

“ Excess Additional Book Basis ” has the meaning given such term in the definition of “Additional Book Basis Derivative Items.”

“ Expansion Capital Expenditures ” means cash expenditures for Acquisitions or Capital Improvements, and shall not include Maintenance CapitalExpenditures or Investment Capital Expenditures. Expansion Capital Expenditures shall include interest (and related fees) on debt incurred and distributions onequity issued, in each case, to finance the construction of a Capital Improvement and paid in respect of the period beginning on the date that the Group Memberenters into a binding obligation to commence construction of a Capital Improvement and ending on the earlier to occur of the date that such Capital ImprovementCommences Commercial Service and the date that such Capital Improvement is abandoned or disposed of. Debt incurred or equity issued to fund such constructionperiod interest payments or such construction period distributions on equity paid during such period, shall also be deemed to be debt incurred or equity issued, asthe case may be, to finance the construction of a Capital Improvement. Expansion Capital Expenditures will include cash contributed by a Group Member to anentity of which such Group Member is, or after such contribution will be, directly or indirectly, an equity owner to be used by such entity for Acquisitions orCapital Improvements. Where capital expenditures are made in part for Expansion Capital Expenditures and in part for other purposes, the General Partner, withthe concurrence of the Conflicts Committee, shall determine the allocation of such expenditures between Expansion Capital Expenditures and expenditures madefor other purposes.

“ FERC ” means the Federal Energy Regulatory Commission, or successor to powers thereof.

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“ Follow-On Price ” has the meaning assigned to such term in Section 5.11(b)(viii)(E) .

“ Follow-On Units ” has the meaning assigned to such term in Section 5.11(b)(viii)(E) .

“ Fourth A/R Partnership Agreement ” has the meaning assigned to such term in the recitals to this Agreement.

“ General Partner ” means American Midstream GP and its successors and permitted assigns that are admitted to the Partnership as general partner of thePartnership, in its capacity as general partner of the Partnership (except as the context otherwise requires).

“ General Partner Interest ” means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference toany Limited Partner Interest held by it) that is evidenced by Notional General Partner Units and includes any and all benefits to which the General Partner isentitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

“ GP Assets ” has the meaning assigned to such term in Section 6.1(d)(xiii) .

“ Gross Liability Value ” means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount ofcash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s length transaction.

“ Group ” means a Person that with or through any of its Affiliates or Associates has any contract, arrangement, understanding or relationship for thepurpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitationmade to 10 or more Persons), exercising investment power or disposing of any Partnership Interests with any other Person that beneficially owns, or whoseAffiliates or Associates beneficially own, directly or indirectly, Partnership Interests.

“ Group Member ” means a member of the Partnership Group.

“ Group Member Agreement ” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership,the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similarorganizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is ajoint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership,limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“ Holder ” as used in Section 7.12 , has the meaning assigned to such term in Section 7.12(a) .

“ Holdings ” means each of Southcross Holdings and its permitted transferees of Series E Preferred Units that is the registered holder of any Series EPreferred Units.

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“ HPIP ” means High Point Infrastructure Partners, LLC, a Delaware limited liability company.

“ HPIP Equity Interest ” means a non-voting Limited Partner Interest, which Limited Partner Interest will confer upon the holder thereof only the rightsand obligations specifically provided in this Agreement with respect to the HPIP Equity Interest (and no other rights otherwise available to or other obligation of aholder of a Partnership Interest). Notwithstanding anything in this Agreement to the contrary, the holder of the HPIP Equity Interest shall not be entitled to votesuch HPIP Equity Interest on any Partnership matter except as may otherwise be required by law.

“ IDR Reset Common Unit ” has the meaning assigned to such term in Section 5.10(a) .

“ IDR Reset Election ” has the meaning assigned to such term in Section 5.10(a) .

“ Incentive Distribution Right ” means a Limited Partner Interest issued to American Midstream GP, which Limited Partner Interest will confer upon theholder thereof only the rights and obligations specifically provided in this Agreement with respect to Incentive Distribution Rights (and no other rights otherwiseavailable to or other obligations of a holder of a Partnership Interest). Notwithstanding anything to the contrary in this Agreement, the holder of an IncentiveDistribution Right shall not be entitled to vote such Incentive Distribution Right on any Partnership matter except as may otherwise be required by law orcontemplated by Section 11.2 .

“ Incentive Distributions ” means any amount of cash distributed to the holders of the Incentive Distribution Rights (in such capacity, but not in any othercapacity) pursuant to Section 6.4 .

“ Incremental Income Taxes ” has the meaning assigned to such term in Section 6.8 .

“ Indebtedness ” means any of the following: (a) the principal of and accrued interest or premium (if any) and premiums or penalties that would arise as aresult of prepayment of (i) any indebtedness for borrowed money, (ii) any obligations evidenced by bonds, debentures, notes or other similar instruments, and(iii) any obligations, contingent or otherwise, under banker’s acceptance credit, or similar facilities; (b) any obligations to pay the deferred purchase price ofproperty or services, except trade accounts payable and other current liabilities arising in the ordinary course of business; (c) any obligations with respect tohedging, swaps or similar arrangements; and (d) any guaranty of any of the foregoing.

“ Indemnified Persons ” has the meaning assigned to such term in Section 7.12(c) .

“ Indemnitee ” means (a) the General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner or anyDeparting General Partner, (d) any Person who is or was a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee ofany Group Member, the General Partner or any Departing General Partner or any Affiliate of any Group Member, the General Partner or any Departing GeneralPartner, (e) any Person who is or was serving at the request of the General Partner or any Departing General Partner or any Affiliate of the General Partner or anyDeparting General Partner as a manager, managing member, general partner, director, officer,

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employee, agent, fiduciary or trustee of another Person owing a fiduciary duty to any Group Member; providedthat a Person shall not be an Indemnitee by reasonof providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (f) any Person who controls a General Partner or Departing General Partner and(g) any Person the General Partner designates as an Indemnitee for purposes of this Agreement.

“ Independent Director ” means any director that (a) is not a security holder, officer or employee of the General Partner, (b) is not an officer, director oremployee of any Affiliate of the General Partner, (c) is not a holder of any ownership interest in the Partnership Group other than Common Units and awards thatmay be granted to such director under the Long Term Incentive Plan (or similar plan implemented by the General Partner or the Partnership) and (d) meets theindependence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act and the rules andregulations of the Commission promulgated thereunder and by any National Securities Exchange on which the Common Units are listed or admitted to trading.

“ Ineligible Holder ” has the meaning assigned such term in Section 4.9(c) .

“ Initial Limited Partners ” means AIM Midstream, the LTIP Partners and the General Partner (with respect to the Common Units and IncentiveDistribution Rights held by them).

“ Initial Public Offering ” means the initial offering and sale of Common Units to the public, as described in the Registration Statement.

“ Initial Unit Price ” means (a) with respect to the Common Units, the IPO Price or (b) with respect to any other class or series of Units, the price per Unitat which such class or series of Units is initially issued by the Partnership, as determined by the General Partner, in each case adjusted as the General Partnerdetermines to be appropriate to give effect to any distribution, subdivision or combination of Units.

“ Interest Rate Hedge Contract ” means any interest rate exchange, swap, forward, cap, floor collar or other similar agreement or arrangement entered intofor the purpose of reducing the exposure of the Partnership Group to fluctuations in interest rates in their financing activities and not for speculative purposes.

“ Interim Capital Transactions ” means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings ofindebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course ofbusiness) by any Group Member and sales of debt securities of any Group Member; (b) sales of equity interests of any Group Member; (c) sales or other voluntaryor involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in theordinary course of business, and (ii) sales or other dispositions of assets as part of normal asset retirements or replacements; (d) the termination of CommodityHedge Contracts or Interest Rate Hedge Contracts prior to the respective specified termination dates; (e) capital contributions received by a Group Member or, inthe case of capital contributions received by a Person that is not a Subsidiary of the Partnership, capital contributions received from the owner(s) or members

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of such Person that is not a Group Member (other than capital contributions received by a Group Member pursuant to the Distribution Support and ExpenseReimbursement Agreement by and among the Partnership, the General Partner and Magnolia Infrastructure Holdings, LLC dated as of October 23, 2016 or inconnection with the reimbursement of expenses or integration costs relating to the Partnership’s acquisition of JPE); or (f) corporate reorganizations orrestructurings.

“ Investment Capital Expenditures ” means capital expenditures other than Maintenance Capital Expenditures and Expansion Capital Expenditures.Investment Capital Expenditures will include cash contributed by a Group Member to an entity of which such Group Member is, or after such contribution will bedirectly or indirectly, an equity owner to be used by such entity for capital expenditures other than Maintenance Capital Expenditures and Expansion CapitalExpenditures.

“ Investor ” means, collectively, HPIP, MIH and each of their Affiliates from time to time that is the registered holder of any Series A Preferred Units orSeries C Preferred Units.

“ IPO Closing Date ” means the closing date of the sale of the Common Units in the Initial Public Offering.

“ IPO Common Units ” means the Common Units sold in the Initial Public Offering.

“ IPO Price ” means the price per Common Unit at which the Underwriters offer the Common Units for sale to the public as set forth on the cover page ofthe final prospectus filed pursuant to Rule 424(b) of the rules and regulations of the Commission with respect to the Initial Public Offering.

“ Junior Interests ” means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests and distributions uponliquidation of the Partnership, ranks junior to the Series A Preferred Units, the Series C Preferred Units or the Series E Preferred Units, including but not limited toGeneral Partner Interests, Common Units and Incentive Distribution Rights.

“ Liability ” means any liability or obligation of any nature, whether accrued, contingent or otherwise.

“ Limited Partner ” means, unless the context otherwise requires, each Initial Limited Partner, each Additional Limited Partner and any Departing GeneralPartner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3 , in each case, in such Person’s capacity as a limited partnerof the Partnership; provided, however, that when the term “Limited Partner” is used herein in the context of any vote or other approval, including Article XIII andArticle XIV , such term shall not, solely for such purpose, include any holder of an Incentive Distribution Right (solely with respect to its Incentive DistributionRights and not with respect to any other Limited Partner Interest held by such Person) except as may be required by law or contemplated by Section 11.2 .

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“ Limited Partner Interest ” means the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units, Series APreferred Units, Series C Preferred Units, Series E Preferred Units, Incentive Distribution Rights, the HPIP Equity Interest or other Partnership Interests or acombination thereof or interest therein, and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, together with allobligations of such Limited Partner to comply with the terms and provisions of this Agreement; provided, however, that when the term “Limited Partner Interest”is used herein in the context of any vote or other approval, including Article XIII and Article XIV , such term shall not, solely for such purpose, include anyIncentive Distribution Right or HPIP Equity Interest except as may be required by law or contemplated by Section 11.2 .

“ Liquidation Date ” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the firstsentence of Section 12.2 , the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue thebusiness of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership,the date on which such event occurs.

“ Liquidation Gain ” has the meaning set forth in the definition of Net Termination Gain.

“ Liquidation Loss ” has the meaning set forth in the definition of Net Termination Loss.

“ Liquidator ” means one or more Persons selected by the General Partner to perform the functions described in Section 12.4 as liquidating trustee of thePartnership within the meaning of the Delaware Act.

“ Long Term Incentive Plan ” means the Long-Term Incentive Plan of the General Partner, as may be amended, or any equity compensation plan successorthereto or otherwise adopted by the General Partner or the Partnership.

“ LTIP Partners ” means those Limited Partners holding on the date hereof Common Units issued pursuant to the Long Term Incentive Plan, in respect ofsuch Common Units.

“ Maintenance Capital Expenditures ” means cash expenditures (including expenditures (i) for the addition or improvement to or the replacement of thecapital assets owned by any Group Member, (ii) for the acquisition of existing, or the construction or development of new, capital assets or (iii) for any integritymanagement program, including pursuant to the Gas Transmission Pipeline Integrity Management Rule (49 CFR Part 192, Subpart O) and any corresponding ruleof state law) if such expenditures are made to maintain, including over the long term, the operating capacity or operating income of the Partnership Group.Maintenance Capital Expenditures shall exclude Expansion Capital Expenditures or Investment Capital Expenditures, but include interest (and related fees) on debtincurred and distributions in respect of equity issued, other than equity issued in the Initial Public Offering, in each case, to finance the construction or developmentof a replacement asset and paid in respect of the period beginning on the date that a Group Member enters into a binding obligation to commence constructing ordeveloping a replacement asset and ending on the earlier to occur of the date that such replacement asset Commences Commercial Service and the date that suchreplacement asset is abandoned or disposed of. Debt incurred to pay or equity issued, other than equity issued in the Initial Public Offering, to fund construction ordevelopment period interest payments, or

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such construction or development period distributions in respect of equity, shall also be deemed to be debt or equity, as the case may be, incurred to finance theconstruction or development of a replacement asset and the incremental Incentive Distributions paid relating to newly issued equity shall be deemed to bedistributions paid on equity issued to finance the construction or development of a replacement asset. Maintenance Capital Expenditures will include cashcontributed by any Group Member to an entity of which such Group Member is, or after such contribution will be, directly or indirectly, an equity owner to be usedby such entity for capital expenditures of the types described in clauses (i), (ii) or (iii) above.

“ Merger ” means the merger of JP Energy Partners LP, a Delaware limited partnership (“ JPE ”), with and into Argo Merger Sub, LLC, a Delaware limitedliability company and a wholly-owned subsidiary of the Partnership (“ Merger Sub ”), with JPE surviving such merger as a wholly-owned subsidiary of thePartnership, pursuant to the terms of that certain Merger Agreement, dated as of October 23, 2016, by and among the Partnership, the General Partner, JPE, JPEnergy GP II LLC, Merger Sub and Argo Merger GP Sub, LLC.

“ Merger Agreement ” has the meaning assigned to such term in Section 14.1 .

“ MIH ” means Magnolia Infrastructure Holdings, LLC, a Delaware limited liability company.

“ Minimum Quarterly Distribution ” means $0.4125 per Unit per Quarter (such amount having been determined by the Board of Directors at the time ofthe Initial Public Offering (or with respect to the Quarter that includes the IPO Closing Date, it means the product of such amount multiplied by a fraction, thenumerator of which is the number of days in such Quarter after the IPO Closing Date and the denominator of which is the total number of days in such Quarter)),subject to adjustment in accordance with Section 5.10 , Section 6.6 and Section 6.8 .

“ National Securities Exchange ” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act and any successorto such statute.

“ Net Agreed Value ” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any Liability either assumed by thePartnership upon such contribution or to which such property is subject when contributed, and (b) in the case of any property distributed to a Partner by thePartnership, the Partnership’s Carrying Value of such property (as adjusted pursuant to Section 5.5(d) ) at the time such property is distributed, reduced by anyLiability either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution, in either case, as determined andrequired by Treasury Regulations promulgated under Section 704(b) of the Code.

“ Net Income ” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain (other than those items taken into account inthe computation of Net Termination Gain or Net Termination Loss) for such taxable period over the Partnership’s items of loss and deduction (other than thoseitems taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period. The items included in the calculation of NetIncome shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d) ; provided, that thedetermination of the items that have been specially allocated under Section 6.1(d) shall be made without regard to any reversal of such items under Section 6.1(d)(xii) .

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“ Net Loss ” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction (other than those items taken into account inthe computation of Net Termination Gain or Net Termination Loss) for such taxable period over the Partnership’s items of income and gain (other than those itemstaken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period. The items included in the calculation of Net Lossshall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d) ; provided, that the determinationof the items that have been specially allocated under Section 6.1(d) shall be made without regard to any reversal of such items under Section 6.1(d)(xii) .

“ Net Positive Adjustments ” means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustmentsmade to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.

“ Net Termination Gain ” means, for any taxable period, the sum, if positive, of all items of income, gain, loss or deduction (a) recognized by thePartnership (i) after the Liquidation Date (“ Liquidation Gain ”) or (ii) upon the sale, exchange or other disposition of all or substantially all of the assets of thePartnership Group, taken as a whole, in a single transaction or series of related transactions (excluding any disposition to a member of the Partnership Group) (“Sale Gain ”) or (b) deemed recognized by the Partnership Group pursuant to Section 5.5(d) ; provided, howeverthat the items included in the determination ofNet Termination Gain shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated underSection 6.1(d) or under Section 5.11(b)(iv) , Section 5.12(b)(iv) or Section 5.13(b)(iv) .

“ Net Termination Loss ” means, for any taxable period, the sum, if negative, of all items of income, gain, loss or deduction (a) recognized by thePartnership (i) after the Liquidation Date (“ Liquidation Loss ”) or (ii) upon the sale, exchange or other disposition of all or substantially all of the assets of thePartnership Group, taken as a whole, in a single transaction or series of related transactions (excluding any disposition to a member of the Partnership Group) (“Sale Loss ”) or (b) deemed recognized by the Partnership Group pursuant to Section 5.5(d) ; provided, howeverthe items included in the determination of NetTermination Loss shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated under Section 6.1(d) or under Section 5.11(b)(iv) , Section 5.12(b)(iv) or Section 5.13(b)(iv) .

“ New Credit Agreement ” means the Amended and Restated Credit Agreement, dated as of September 5, 2014, as amended from time to time, by andamong the Operating Company, as AMID Borrower, Blackwater Investments, Inc., as Blackwater Borrower, the Partnership, as Parent, Bank of America, N.A., asAdministrative Agent, Collateral Agent and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agents, BBVA Compass, Capital One NationalAssociation, Citibank, N.A., Comerica Bank and Suntrust Bank, as Co-Documentation Agent, and the other financial institutions party thereto, and any additionalcredit agreement, indenture or debt instrument to which the Partnership or any of its subsidiaries are party from time to time.

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“ Noncompensatory Option ” has the meaning set forth in Treasury Regulation Section 1.721-2(f) and includes, for the avoidance of doubt, the Option andall Warrants.

“ Nonrecourse Built-in Gain ” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing aNonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 6.2(b) . If such properties were disposed of in ataxable transaction in full satisfaction of such liabilities and for no other consideration.

“ Nonrecourse Deductions ” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of theCode) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

“ Nonrecourse Liability ” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

“ Notice of Election to Purchase ” has the meaning assigned to such term in Section 15.1(b) .

“ Notional General Partner Unit ” means notional units used solely to calculate the General Partner’s Percentage Interest. Notional General Partner Unitsshall not constitute “Units” for any purpose of this Agreement. As of April 21, 2016, there were 542,002 Notional General Partner Units (resulting in the GeneralPartner’s Percentage Interest being 1.3240%). If the General Partner makes additional Capital Contributions pursuant to Section 5.2 to maintain its PercentageInterest, the number of Notional General Partner Units shall be increased proportionally to reflect the maintenance of such Percentage Interest.

“ Operating Company ” means American Midstream, LLC, a Delaware limited liability company, and any successors thereto.

“ Operating Expenditures ” means all Partnership Group cash expenditures (or the Partnership’s proportionate share of expenditures in the case ofSubsidiaries that are not wholly owned), including taxes, reimbursements of expenses of the General Partner and its Affiliates, interest payments, payments made inthe ordinary course of business under Interest Rate Hedge Contracts and Commodity Hedge Contracts (provided that payments made in connection with thetermination (effected on or after the IPO Closing Date) of any Interest Rate Hedge Contract or Commodity Hedge Contract prior to the expiration of its stipulatedsettlement or termination date shall be included in Operating Expenditures in equal quarterly installments over the remaining scheduled life of such Interest RateHedge Contract or Commodity Hedge Contract), Estimated Maintenance Capital Expenditures, director and officer compensation, repayment of Working CapitalBorrowings and non-Pro Rata repurchases of Units (other than those made with the proceeds of an Interim Capital Transaction), subject to the following:

(c) deemed repayments of Working Capital Borrowings deducted from Operating Surplus pursuant to clause (b)(iii) of the definition of “OperatingSurplus” shall not constitute Operating Expenditures when actually repaid;

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(d) payments (including prepayments and prepayment penalties) of principal of and premium on indebtedness other than Working CapitalBorrowings shall not constitute Operating Expenditures when actually repaid;

(e) Operating Expenditures shall not include (i) Expansion Capital Expenditures, (ii) Investment Capital Expenditures, (iii) actual MaintenanceCapital Expenditures, (iv) payment of transaction expenses (including taxes) relating to Interim Capital Transactions, (v) distributions to Partners, (vi) non-Pro Ratapurchases of the Units of any class made with the proceeds of an Interim Capital Transaction or (vii) any other payments made in connection with the Initial PublicOffering that are described under “Use of Proceeds” in the Registration Statement; and

(f) where capital expenditures are made in part for Maintenance Capital Expenditures and in part for other purposes, the General Partner, with theconcurrence of the Conflicts Committee, shall determine the allocation of such capital expenditures between Maintenance Capital Expenditures and capitalexpenditures made for other purposes and, with respect to the part of such capital expenditures consisting of Maintenance Capital Expenditures, the period overwhich Maintenance Capital Expenditures will be deducted as an Operating Expenditure in calculating Operating Surplus.

“ Operating Surplus ” means, with respect to any period commencing on the IPO Closing Date and ending prior to the Liquidation Date, on a cumulativebasis and without duplication,

(g) the sum of:

(i) $11.5 million;

(ii) all cash receipts of the Partnership Group (or the Partnership’s proportionate share of cash receipts in the case of Subsidiaries that are notwholly owned) for the period beginning on the IPO Closing Date and ending on the last day of such period, but excluding cash receipts from Interim CapitalTransactions (except to the extent specified in Section 6.5 and provided that cash receipts from the termination (effected on or after the IPO Closing Date) ofa Commodity Hedge Contract or an Interest Rate Hedge Contract prior to its specified termination date shall be included in Operating Surplus in equalquarterly installments over the remaining scheduled life of such Commodity Hedge Contract or Interest Rate Hedge Contract);

(iii) all cash receipts of the Partnership Group (or the Partnership’s proportionate share of cash receipts in the case of Subsidiaries that are notwholly owned) after the end of such period but on or before the date of determination of Operating Surplus with respect to such period resulting fromWorking Capital Borrowings; and

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(iv) cash distributions paid on equity issued to finance all or a portion of the construction, acquisition, development or improvement of aCapital Improvement or replacement of a capital asset (such as equipment or facilities) in respect of the period beginning on the date that the Group Memberenters into a binding obligation to commence the construction, acquisition, development or improvement of a Capital Improvement or replacement of acapital asset and ending on the earlier to occur of the date the Capital Improvement or capital asset Commences Commercial Service or the date that it isabandoned or disposed of (equity issued to fund construction-, acquisition-, development- or improvement-period interest payments on debt incurred, orconstruction-, acquisition-, development- or improvement-period distributions on equity issued, to finance the construction, acquisition or development of aCapital Improvement or replacement of a capital asset shall also be deemed to be equity issued to finance the construction, acquisition or development of aCapital Improvement or replacement of a capital asset for purposes of this clause (iv)); less

(h) the sum of:

(i) Operating Expenditures for the period beginning on the IPO Closing Date and ending on the last day of such period;

(ii) the amount of cash reserves (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are not whollyowned) established by the General Partner after the IPO Closing Date to provide funds for future Operating Expenditures; and

(iii) all Working Capital Borrowings incurred on or after the IPO Closing Date not repaid within twelve months after having been incurred;provided, however, that disbursements made (including contributions to a Group Member or disbursements on behalf of a Group Member) or cash reservesestablished, increased or reduced after the end of such period but on or before the date of determination of Available Cash with respect to such period shallbe deemed to have been made, established, increased or reduced, for purposes of determining Operating Surplus, within such period if the General Partner sodetermines.

Notwithstanding the foregoing, “Operating Surplus” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equalzero. Cash receipts from an Investment Capital Expenditure shall be treated as cash receipts only to the extent they are a return on principal, but in no event shall areturn of principal be treated as cash receipts.

“ Opinion of Counsel ” means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner or any of its Affiliates)acceptable to the General Partner.

“ Option ” means that certain option to purchase up to 4,5000,000 Common Units with a $18.50 per Common Unit exercise price, issued pursuant to therequirements of the Contribution Agreement, which option, if issued, for tax purposes, shall be treated as a “noncompensatory option” within the meaning ofTreasury Regulations Sections 1.721-2(f) and 1.761-3(b)(2) and not treated as a partnership interest pursuant to Treasury Regulations Section 1.761-3(a).

“ Option Unit ” means a Common Unit issued upon exercise of the Option.

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“ Outstanding ” means, with respect to Partnership Interests, all Partnership Interests that are issued by the Partnership and reflected as outstanding on thePartnership’s books and records as of the date of determination; provided, however, that if at any time any Person or Group (other than the General Partner or itsAffiliates) beneficially owns 20% or more of the Outstanding Partnership Interests of any class then Outstanding, all Partnership Interests owned by such Person orGroup shall not be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter(unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, exceptthat Units so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Units shall not, however, be treated as a separate class ofPartnership Interests for purposes of this Agreement or the Delaware Act); provided,further, that the foregoing limitation shall not apply to (i) any Person orGroup who acquired 20% or more of the Outstanding Partnership Interests of any class then Outstanding directly from the General Partner or its Affiliates (otherthan the Partnership), (ii) any Person or Group who acquired 20% or more of the Outstanding Partnership Interests of any class then Outstanding directly orindirectly from a Person or Group described in clause (i) provided that the General Partner shall have notified such Person or Group in writing that such limitationshall not apply, or (iii) any Person or Group who acquired 20% or more of any Partnership Interests issued by the Partnership with the prior approval of the Boardof Directors. For the avoidance of doubt, (1) the Board of Directors has approved the issuance of the Series A Preferred Units to the Investor pursuant to theContribution Agreement in accordance with clause (iii) of the immediately preceding sentence, and any Series A PIK Preferred Units and Series A ConversionUnits issued to the Investor shall be deemed to be approved by the Board of Directors in accordance with clause (iii) of the immediately preceding sentence and theforegoing limitations of the immediately preceding sentence shall not apply to the Investor with respect to their ownership (beneficially or of record) of the SeriesA Preferred Units, Series A PIK Preferred Units and Series A Conversion Units, (2) the Board of Directors has approved the issuance of the Series C PreferredUnits to Investor pursuant to the Series C Unit Purchase Agreement in accordance with clause (iii) of the immediately preceding sentence, and any Series C PIKPreferred Units and Series C Conversion Units issued to Investor shall be deemed to be approved by the Board of Directors in accordance with clause (iii) of theimmediately preceding sentence and the foregoing limitations of the immediately preceding sentence shall not apply to Investor with respect to their ownership(beneficially or of record) of the Series C Preferred Units, Series C PIK Preferred Units and Series C Conversion Units, (3) the Board of Directors has approved theissuance of the Series E Preferred Units to Holdings pursuant to the Contribution Agreement in accordance with clause (iii) of the immediately preceding sentence,and any Series E PIK Preferred Units and Series E Conversion Units issued to Holdings shall be deemed to be approved by the Board of Directors in accordancewith clause (iii) of the immediately preceding sentence and the foregoing limitations of the immediately preceding sentence shall not apply to Holdings with respectto their ownership (beneficially or of record) of the Series E Preferred Units, Series E PIK Preferred Units and Series E Conversion Units, and (4) the Board ofDirectors has approved the issuance of any Option Units upon exercise of the Option in accordance with clause (iii) of the immediately preceding sentence, and anyOption Units issued to Holdings shall be deemed to be approved by the Board of Directors in accordance with clause (iii) of the immediately preceding sentenceand the foregoing limitations of the immediately preceding sentence shall not apply to Holdings with respect to their ownership (beneficially or of record) of theOption Units.

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“ Partner Nonrecourse Debt ” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).

“ Partner Nonrecourse Debt Minimum Gain ” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

“ Partner Nonrecourse Deductions ” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt.

“ Partners ” means the General Partner and the Limited Partners.

“ Partnership ” means American Midstream Partners, LP, a Delaware limited partnership.

“ Partnership Event ” has the meaning assigned to such term in Section 5.11(b)(viii)(F)(1) .

“ Partnership Group ” means collectively the Partnership and its Subsidiaries.

“ Partnership Interest ” means any class or series of equity interest in the Partnership, which shall include any General Partner Interest and Limited PartnerInterests but shall exclude any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership.

“ Partnership Minimum Gain ” means that amount determined in accordance with the principles of Treasury Regulation Section 1.704-2(d).

“ Per Unit Capital Amount ” means, as of any date of determination, the Capital Account, stated on a per-Unit basis, underlying any Unit held by a Personother than the General Partner or any Affiliate of the General Partner who holds Units.

“ Percentage Interest ” means as of any date of determination (a) as to the General Partner Interest (calculated based upon a number of Notional GeneralPartner Units), and as to any Unitholder with respect to Units, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by(ii) the quotient obtained by dividing (A) the number of Notional General Partner Units held by the General Partner or the number of Outstanding Units held bysuch Unitholder (or, (1) in the case of Outstanding Series A Preferred Units, the number of Series A Conversion Units issuable upon conversion of such Series APreferred Units held by such Unitholder or Assignee if such Series A Preferred Units were then converted in accordance with Section 5.11(b)(viii) , (2) in the caseof Outstanding Series C Preferred Units, the number of Series C Conversion Units issuable upon conversion of such Series C Preferred Units held by suchUnitholder or Assignee if such Series C Preferred Units were then converted in accordance with Section 5.12(b)(viii) , or (3) in the case of Outstanding Series EPreferred Units, the number of Series E Conversion Units issuable upon conversion of

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such Series E Preferred Units held by such Unitholder or Assignee if such Series E Preferred Units were then converted in accordance with Section 5.13(b)(viii) ,as the case may be) by (B) the sum of the total number of Outstanding Units (or, (1) in the case of Outstanding Series A Preferred Units, the number of Series AConversion Units issuable upon conversion of such Series A Preferred Units if such Series A Preferred Units were then converted in accordance with Section 5.11(b)(viii) , (2) in the case of Outstanding Series C Preferred Units, the number of Series C Conversion Units issuable upon conversion of such Series CPreferred Units if such Series C Preferred Units were then converted in accordance with Section 5.12(b)(viii) , (3) in the case of Outstanding Series E PreferredUnits, the number of Series E Conversion Units issuable upon conversion of such Series E Preferred Units if such Series E Preferred Units were then converted inaccordance with Section 5.13(b)(viii), as the case may be ) plus the Notional General Partner Units, and (b) as to the holders of other Partnership Interests issuedby the Partnership in accordance with Section 5.6, the percentage established as a part of such issuance. The Percentage Interest with respect to an IncentiveDistribution Right shall at all times be zero. The Percentage Interest with respect to the HPIP Equity Interest shall at all times be zero.

“ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association,government agency or political subdivision thereof or other entity.

“ Preferred Unit Change of Control ” means the occurrence of any of the following:

(i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or business combination), inone or a series of related transactions, of all or substantially all of the properties or assets of the Partnership and its Subsidiaries taken as a whole to any “person”(as that term is used in Section 13(d)(3) of the Exchange Act);

(j) (i) the adoption of a plan for the liquidation or dissolution of the Partnership or (ii) the removal of the General Partner by the Limited Partners ofthe Partnership;

(k) the consummation of any transaction (including, without limitation, any merger, consolidation or business combination), the result of which is thatany Person (excluding the Series A Preferred Unit Partner, the Series C Preferred Unit Partner and the Series E Preferred Unit Partner), other than the owners of theGeneral Partner immediately following the closing of the transactions contemplated by the Purchase Agreement, becomes the beneficial owner, directly orindirectly, of more than fifty percent (50%) of the equity of the General Partner or of the Outstanding Common Units of the Partnership, in each case measured byvoting power rather than number of units;

(l) notwithstanding anything provided in clauses (a) through (c) above, (i) any direct or indirect sale, conveyance, assignment, transfer, merger,consolidation or business combination that would result in the owners of the General Partner immediately following the closing of the transactions contemplated bythe Purchase Agreement owning, directly or indirectly, less than fifty percent (50%) of the equity of the General Partner, or (ii) any assignment or transfer of all orsubstantially all of the assets of the General Partner; or

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(m) consummation of a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act with respect to the Partnership.

“ Pro Rata ” means (a) when used with respect to Units or any class thereof, apportioned among all designated Units in accordance with their relativePercentage Interests, (b) when used with respect to Partners and/or Record Holders, apportioned among all Partners and/or Record Holders in accordance with theirrelative Percentage Interests and (c) when used with respect to holders of Incentive Distribution Rights, apportioned among all holders of Incentive DistributionRights in accordance with the relative number or percentage of Incentive Distribution Rights held by each such holder.

“ Purchase Agreement ” means the Purchase Agreement, dated April 15, 2013, by and between AIM Midstream and HPIP.

“ Purchase Date ” means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests of a certain class(other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV .

“ Quarter ” means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the fiscal quarter of the Partnership thatincludes the IPO Closing Date, the portion of such fiscal quarter after the IPO Closing Date.

“ Rate Eligibility Trigger ” has the meaning assigned to such term in Section 4.9(a)(i) .

“ Recapture Income ” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or Section 743 ofthe Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture ofdeductions previously taken with respect to such property or asset.

“ Record Date ” means the date established by the General Partner or otherwise in accordance with this Agreement for determining (i) the identity of theRecord Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action in writingwithout a meeting or entitled to exercise rights in respect of any lawful action of Limited Partners, (ii) the identity of Record Holders entitled to receive any reportor distribution or to participate in any offer, (iii) the identity of the Record Holders of Series A Preferred Units entitled to convert such Units, (iv) the identity of theRecord Holders of Series C Preferred Units entitled to convert such Units, or (v) the identity of the Record Holders of Series E Preferred Units entitled to convertsuch Units.

“ Record Holder ” means (a) with respect to Partnership Interests of any class of Partnership Interests for which a Transfer Agent has been appointed, thePerson in whose name a Partnership Interest of such class is registered on the books of the Transfer Agent as of the closing of business on a particular BusinessDay, or (b) with respect to other classes of Partnership Interests, the Person in whose name any such other Partnership Interest is registered on the books that theGeneral Partner has caused to be kept as of the closing of business on such Business Day.

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“ Redeemable Interests ” means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.10 .

“ Registration Statement ” means the Registration Statement on Form S-1 (Registration No. 333-173191) as it has been or as it may be amended orsupplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of Common Units in theInitial Public Offering.

“ Remaining Net Positive Adjustments ” means as of the end of any taxable period, (i) with respect to the Unitholders holding Common Units, Series APreferred Units, Series C Preferred Units or Series E Preferred Units, the excess of (A) the Net Positive Adjustments of the Unitholders holding Common Units,Series A Preferred Units, Series C Preferred Units or Series E Preferred Units, as of the end of such period over (B) the sum of those Partners’ Share of AdditionalBook Basis Derivative Items for each prior taxable period, (ii) with respect to the General Partner (as holder of the Notional General Partner Units), the excess of(A) the Net Positive Adjustments of the General Partner as of the end of such period over (B) the sum of the General Partner’s Share of Additional Book BasisDerivative Items with respect to the Notional General Partner Units for each prior taxable period, and (iii) with respect to the holders of Incentive DistributionRights, the excess of (A) the Net Positive Adjustments of the holders of Incentive Distribution Rights as of the end of such period over (B) the sum of the Share ofAdditional Book Basis Derivative Items of the holders of the Incentive Distribution Rights for each prior taxable period.

“ Required Allocations ” means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i) , Section 6.1(d)(ii) , Section 6.1(d)(iv) , Section 6.1(d)(v) , Section 6.1(d)(vi) , Section 6.1(d)(vii) or Section 6.1(d)(ix) .

“ Reset Notice ” has the meaning assigned to such term in Section 5.10(b) .

“ Revaluation Event ” means an event that results in adjustment of the Carrying Value of each Partnership property pursuant to Section 5.5(d).

“ Securities Act ” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to suchstatute.

“ Series A Adjusted Issue Price ” means (i) the Series A Issue Price, divided by (ii) the Series A Conversion Rate.

“ Series A Conversion Date ” has the meaning assigned to such term in Section 5.11(b)(viii)(C) .

“ Series A Conversion Notice ” has the meaning assigned to such term in Section 5.11(b)(viii)(B) .

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“ Series A Conversion Notice Date ” has the meaning assigned to such term in Section 5.11(b)(viii)(B) .

“ Series A Conversion Rate ” means the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be 1.0 untilsuch rate is adjusted as set forth in Section 5.11(b)(viii)(D) - (F) .

“ Series A Conversion Unit ” means the Common Unit(s) issued upon conversion of a Series A Preferred Unit pursuant to Section 5.11 .

“ Series A Converting Unitholder ” means a Person entitled to receive Common Units upon conversion of any Series A Preferred Units.

“ Series A Distribution Amount ” means the cash distribution for the relevant Quarter that each Series A Preferred Unit would have received on anas-converted basis if such Series A Preferred Unit had converted pursuant to Section 5.11(b)(viii) immediately prior to the beginning of such Quarter.

“ Series A Distribution Payment Date ” has the meaning assigned to such term in Section 5.11(b)(ii)(A) .

“ Series A Distribution Rate ” means an amount per Quarter per Series A Preferred Unit payable in arrears equal to the greater of (i) 0.023571428multiplied by the Series A Adjusted Issue Price, and (ii) the Series A Distribution Amount.

“ Series A Issuance Date ” means, with respect to a Series A-1 Convertible Preferred Unit, April 15, 2013, and, with respect to a Series A-2 ConvertiblePreferred Unit, March 30, 2015 or such other date as provided for in that certain Series A-2 Convertible Preferred Unit Purchase Agreement by and between thePartnership and MIH.

“ Series A Issue Price ” means $17.50 per Series A Preferred Unit.

“ Series A Liquidation Value ” means, with respect to each Series A Preferred Unit Outstanding as of the date of such determination, an amount equal tothe sum of (i) the Series A Issue Price, plus (ii) all Series A Unpaid Cash Distributions and all accrued and unpaid interest thereon (determined in accordance withSection 5.11(b)(ii)(C) ) plus, (iii) all accrued but unpaid distributions on such Series A Preferred Unit with respect to the Quarter in which the liquidation occurs.

“ Series A Parity Securities ” means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests ordistributions upon liquidation of the Partnership, ranks pari passu with the Series A Preferred Units.

“ Series A Partnership Event Change of Control Offer ” has the meaning assigned to such term in Section 5.11(b)(viii)(F)(1) .

“ Series A Partnership Event Payment ” has the meaning assigned to such term in Section 5.11(b)(viii)(F)(1) .

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“ Series A Partnership Event Payment Date ” has the meaning assigned to such term in Section 5.11(b)(viii)(F)(3)(ii) .

“ Series A PIK Payment Amount ” means a number of Series A PIK Preferred Units equal to (i) the greater of (x) $0.25 and (y) the Series A DistributionAmount less $0.25, divided by (ii) the Series A Adjusted Issue Price; provided, however, that for the Quarter in which the Series A Issuance Date occurs, it shallmean a number of Series A PIK Preferred Units equal to (i) the product of (a) $0.25 times (b) a fraction, of which (I) the numerator is the number of days from andincluding the Series A Issuance Date to but excluding the date of such Quarter’s end, and (II) the denominator is 91, divided by (ii) the Series A Adjusted IssuePrice. The parties acknowledge that the Series A PIK Payment Amount was 0.01428571 of a Series A Preferred Unit as of April 15, 2013 (such amount to beprorated as provided in the proviso of the preceding sentence for the Quarter in which the Series A Issuance Date occurs).

“ Series A PIK Preferred Payment Date ” has the meaning assigned to such term in Section 5.11(b)(ii)(B) .

“ Series A PIK Preferred Units ” has the meaning assigned to such term in Section 5.11(a) .

“ Series A Preferred Unit Partner ” means, collectively, HPIP in its capacity as the holder of Units and any Affiliate of HPIP that holds any Series APreferred Units or Series A Conversion Units, including, but not limited to, any such Affiliate that (i) acquired Units by transfer from HPIP or (ii) holds Series AConversion Units pursuant to this Agreement.

“ Series A Preferred Units ” has the meaning assigned to such term in Section 5.11(a) .

“ Series A Quarterly Distribution ” has the meaning assigned to such term in Section 5.11(b)(ii)(A) .

“ Series A Second PIK Payment Amount ” means a number of Series A PIK Preferred Units equal to (i) the greater of (x) $0.50 and (y) the Series ADistribution Amount, divided by (ii) the Series A Adjusted Issue Price. The parties acknowledge that the Series A Second PIK Payment Amount was 0.02857143of a Series A Preferred Unit as of July 24, 2014.

“ Series A Senior Securities ” means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests ordistributions upon liquidation of the Partnership, ranks senior to the Series A Preferred Units.

“ Series A Survivor Preferred Security ” has the meaning assigned to such term in Section 5.11(b)(viii)(F)(2) .

“ Series A Third PIK Payment Amount ” means a number of Series A PIK Preferred Units equal to the quotient of (i) the greater of (x) $0.4125 and (y) theSeries A Distribution Amount, divided by (ii) the Series A Adjusted Issued Price.

“ Series A Unitholder ” means a Record Holder of Series A Preferred Units.

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“ Series A Unpaid Cash Distributions ” has the meaning assigned to such term in Section 5.11(b)(ii)(C) .

“ Series A-1 Convertible Preferred Units ” has the meaning assigned to such term in Section 5.11(a) .

“ Series A-2 Convertible Preferred Units ” has the meaning assigned to such term in Section 5.11(a) .

“ Series A-2 Call Closing Date ” has the meaning assigned to such term in Section 5.11(c)(iii) .

“ Series A-2 Call Exercise Notice ” has the meaning assigned to such term in Section 5.11(c)(iii) .

“ Series A-2 Call Right ” has the meaning assigned to such term in Section 5.11(c) .

“ Series A-2 Holders ” has the meaning assigned to such term in Section 5.11(c) .

“ Series C Adjusted Issue Price ” means (i) the Series C Issue Price, divided by (ii) the Series C Conversion Rate.

“ Series C Call Closing Date ” has the meaning assigned to such term in Section 5.12(c) (ii) .

“ Series C Call Exercise Notice ” has the meaning assigned to such term in Section 5.12(c)(ii) .

“ Series C Call Right ” has the meaning assigned to such term in Section 5.12(c) .

“ Series C Conversion Date ” has the meaning assigned to such term in Section 5.12(b)(viii)(D) .

“ Series C Conversion Notice ” has the meaning assigned to such term in Section 5.12(b)(viii)(C)(1) .

“ Series C Conversion Notice Date ” has the meaning assigned to such term in Section 5.12(b)(viii)(C)(1) .

“ Series C Conversion Rate ” means the number of Common Units issuable upon the conversion of each Series C Preferred Unit, which shall be 1.0 untilsuch rate is adjusted as set forth in Section 5.12(b)(viii)(E) - (G) .

“ Series C Conversion Unit ” means the Common Unit(s) issued upon conversion of a Series C Preferred Unit pursuant to Section 5.12 .

“ Series C Converting Unitholder ” means a Person entitled to receive Common Units upon conversion of any Series C Preferred Units.

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“ Series C Coupon Conversion Quarter ” means the earlier of (1) the Quarter that includes the Series C Conversion Date and (2) the Quarter beginning[January 1, 2020].

“ Series C Distribution Amount ” means the cash distribution for the relevant Quarter that each Series C Preferred Unit would have received on anas-converted basis if such Series C Preferred Unit had converted pursuant to Section 5.12(b)(viii) immediately prior to the beginning of such Quarter.

“ Series C Distribution Payment Date ” has the meaning assigned to such term in Section 5.12(b)(ii)(A) .

“ Series C Distribution Rate ” means (a) for each Quarter prior to the Quarter ending [December 31, 2017] 4 , the Series C Subsequent Distribution Rate,and (b) for the Quarter ending [December 31, 2017], and for each Quarter thereafter, (i) with respect to each Outstanding Series C Preferred Unit up to the Series CThreshold, the Series C Initial Distribution Rate and (ii) with respect to each remaining Outstanding Series C Preferred Unit, the Series C Subsequent DistributionRate.

“ Series C Forced Conversion Notice ” has the meaning assigned to such term in Section 5.12(b)(viii)(C)(2).

“ Series C Forced Conversion Notice Date ” has the meaning assigned to such term in Section 5.12(b)(viii)(C)(2).

“ Series C Holders ” has the meaning assigned to such term in Section 5.12(c) .

“ Series C Initial Distribution Rate ” means an amount per Quarter per Series C Preferred Unit payable in arrears equal to the Series C DistributionAmount.

“ Series C Issuance Date ” means, with respect to a Series C Convertible Preferred Unit, April 25, 2016.

“ Series C Issue Price ” means $14.00 per Series C Preferred Unit.

“ Series C Liquidation Value ” means, with respect to each Series C Preferred Unit Outstanding as of the date of such determination, an amount equal tothe sum of (i) the Series C Issue Price, plus (ii) all Series C Unpaid Cash Distributions and all accrued and unpaid interest thereon (determined in accordance withSection 5.12(b)(ii)(C) ) plus, (iii) all accrued but unpaid distributions on such Series C Preferred Unit with respect to the Quarter in which the liquidation occurs.

“ Series C Parity Securities ” means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests ordistributions upon liquidation of the Partnership, ranks pari passu with the Series C Preferred Units. 4 Quarter in which closing occurs.

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“ Series C Partnership Event Change of Control Offer ” has the meaning assigned to such term in Section 5.12(b)(viii)(G)(1) .

“ Series C Partnership Event Payment ” has the meaning assigned to such term in Section 5.12(b)(viii)(G)(1) .

“ Series C Partnership Event Payment Date ” has the meaning assigned to such term in Section 5.12(b)(viii)(G)(3)ii) .

“ Series C PIK Payment Amount ” means a number of Series C PIK Preferred Units equal to (i) the Series C Distribution Rate divided by (ii) the Series CAdjusted Issue Price; provided, however, that for the Quarter in which the Series C Issuance Date occurs, it shall mean a number of Series C PIK Preferred Unitsequal to (i) the product of (a) the Series C Distribution Rate times (b) a fraction, of which (I) the numerator is the number of days from and including the Series CIssuance Date to but excluding the date of such Quarter’s end, and (II) the denominator is 91, divided by (ii) the Series C Adjusted Issue Price. The partiesacknowledge that the Series C PIK Payment Amount was 0.03375 of a Series C Preferred Unit as of April 25, 2016 (such amount to be prorated as provided in theproviso of the preceding sentence for the Quarter in which the Series C Issuance Date occurs).

“ Series C PIK Preferred Payment Date ” has the meaning assigned to such term in Section 5.12(b)(ii)(B) .

“ Series C PIK Preferred Units ” has the meaning assigned to such term in Section 5.12(a) .

“ Series C Preferred Unit Partner ” means, collectively, MIH in its capacity as the holder of Units and any Affiliate of MIH that holds any Series CPreferred Units or Series C Conversion Units, including, but not limited to, any such Affiliate that (i) acquired Units by transfer from MIH or (ii) holds Series CConversion Units pursuant to this Agreement.

“ Series C Preferred Units ” has the meaning assigned to such term in Section 5.12(a) .

“ Series C Quarterly Distribution ” has the meaning assigned to such term in Section 5.12(b)(ii)(A) .

“ Series C Senior Securities ” means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests ordistributions upon liquidation of the Partnership, ranks senior to the Series C Preferred Units.

“ Series C Subsequent Distribution Rate ” means an amount per Quarter per Series C Preferred Unit payable in arrears equal to the greater of (i) $0.4125and (ii) the Series C Distribution Amount.

“ Series C Survivor Preferred Security ” has the meaning assigned to such term in Section 5.12(b)(viii)(G)(2) .

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“ Series C Threshold ” means an aggregate amount of Outstanding Series C Preferred Units with an underlying value of Common Units exceeding$50,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the applicable Record Date or date of conversion, as the casemay be, on the National Securities Exchange on which the Common Units are then listed or admitted to trading.

“ Series C Unit Purchase Agreement ” means the Securities Purchase Agreement, dated April 25, 2016, among MIH, the General Partner and thePartnership, pursuant to which MIH contributed cash to the Partnership in exchange for 8,571,429 Series C Convertible Preferred Units and the Series C Warrant.

“ Series C Unitholder ” means a Record Holder of Series C Preferred Units.

“ Series C Unpaid Cash Distributions ” has the meaning assigned to such term in Section 5.12(b)(ii)(C) .

“ Series C Warrant ” means that certain warrant to purchase up to 800,000 Common Units, subject to adjustment as set forth in the warrant agreement, witha $7.25 per Common Unit exercise price, issued pursuant to the requirements of the Series C Unit Purchase Agreement, which warrant shall, for tax purposes, betreated as a “noncompensatory option” within the meaning of Treasury Regulations Sections 1.721-2(f) and 1.761-3(b)(2) and not treated as a partnership interestpursuant to Treasury Regulations Section 1.761-3(a).

“ Series E Adjusted Issue Price ” means (i) the Series E Issue Price, divided by (ii) the Series E Conversion Rate.

“ Series E Call Closing Date ” has the meaning assigned to such term in Section 5.13(c) (ii) .

“ Series E Call Exercise Notice ” has the meaning assigned to such term in Section 5.13(c)(ii) .

“ Series E Call Right ” has the meaning assigned to such term in Section 5.13(c) .

“ Series E Call Value ” means, with respect to each Series E Preferred Unit Outstanding as of the date of such determination, an amount equal to the sum of(i) the Series E Issue Price, plus (ii) all Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.13(b)(ii)(C) ), plus (iii) an amount equal to the product of (A) the amount of distribution declared relating to such Series E Preferred Unit with respect to the Quarterimmediately preceding the Quarter in which the Series E Call Exercise Notice was given times (B) a fraction, of which the numerator is the number of days fromthe end of such preceding Quarter to and including the date of the Series E Call Exercise Notice and the denominator is 91.

“ Series E Conversion Date ” has the meaning assigned to such term in Section 5.13(b)(viii)(C) .

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“ Series E Conversion Notice ” has the meaning assigned to such term in Section 5.13(b)(viii)(B) .

“ Series E Conversion Notice Date ” has the meaning assigned to such term in Section 5.13(b)(viii)(B) .

“ Series E Conversion Rate ” means the number of Common Units issuable upon the conversion of each Series E Preferred Unit, which shall be 1.0 untilsuch rate is adjusted as set forth in Section 5.13(b)(viii)(D) - (F) .

“ Series E Conversion Unit ” means the Common Unit(s) issued upon conversion of a Series E Preferred Unit pursuant to Section 5.13 .

“ Series E Converting Unitholder ” means a Person entitled to receive Common Units upon conversion of any Series E Preferred Units.

“ Series E Coupon Conversion Quarter ” means the earlier of (1) the Quarter that includes the Series E Conversion Date and (2) the Quarter beginning [January1,2020] .

“ Series E Distribution Amount ” means the cash distribution for the relevant Quarter that each Series E Preferred Unit would have received on anas-converted basis if such Series E Preferred Unit had converted pursuant to Section 5.13(b)(viii) immediately prior to the beginning of such Quarter.

“ Series E Distribution Payment Date ” has the meaning assigned to such term in Section 5.13(b)(ii)(A) .

“ Series E Distribution Rate ” means an amount per Quarter per Series E Preferred Unit payable in arrears equal to the Series E Distribution Amount.

“ Series E Exercise Notice ” has the meaning assigned to such term in Section 5.7(c) .

“ Series E Holders ” has the meaning assigned to such term in Section 5.13(c) .

“ Series E Issuance Date ” means, with respect to a Series E Preferred Unit, [•], 2017.

“ Series E Issue Price ” means $15.00 per Series E Preferred Unit.

“ Series E Liquidation Value ” means, with respect to each Series E Preferred Unit Outstanding as of the date of such determination, an amount equal to thesum of (i) the Series E Issue Price, plus (ii) all Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.13(b)(ii)(C) ) plus, (iii) all accrued but unpaid distributions on such Series E Preferred Unit with respect to the Quarter in which the liquidation occurs.

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“ Series E Optional Conversion Start Date ” means the first date upon which the Closing Price of the Common Units on the National Securities Exchangeon which the Common Units are then listed or admitted to trading exceeds one hundred fifty percent (150%) of the Series E Issue Price for the twenty (20) TradingDay period immediately preceding such date; provided that, notwithstanding the foregoing, if the Partnership fails to convert the Series E Preferred Units toCommon Units pursuant to Section 5.13(b)(viii) within thirty (30) days of the date first set forth above and after such date first set forth above the Common Unitsare at any time listed or admitted to trading at less than one hundred fifty percent (150%) of the Series E Issue Price, the Series E Optional Conversion Start Dateshall not be deemed to have occurred until the next date the requirements set forth in this definition have been satisfied.

“ Series E Parity Securities ” means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests ordistributions upon liquidation of the Partnership, ranks pari passu with the Series E Preferred Units.

“ Series E Partnership Event Change of Control Offer ” has the meaning assigned to such term in Section 5.13(b)(viii)(F)(1) .

“ Series E Partnership Event Payment ” has the meaning assigned to such term in Section 5.13(b)(viii)(F)(1) .

“ Series E Partnership Event Payment Date ” has the meaning assigned to such term in Section 5.13(b)(viii)(F)(3)ii) .

“ Series E PIK Payment Amount ” means a number of Series E PIK Preferred Units equal to (i) the Series E Distribution Rate divided by (ii) the Series EAdjusted Issue Price; provided, however, that for the Quarter in which the Series E Issuance Date occurs, it shall mean a number of Series E PIK Preferred Unitsequal to (i) the product of (a) the Series E Distribution Rate times (b) a fraction, of which (I) the numerator is the number of days from and including the Series EIssuance Date to but excluding the date of such Quarter’s end, and (II) the denominator is 91, divided by (ii) the Series E Adjusted Issue Price. The partiesacknowledge that the Series E PIK Payment Amount was [•] of a Series E Preferred Unit as of [•], 2017 (such amount to be prorated as providedin the proviso ofthe preceding sentence for the Quarter in which the Series E Issuance Date occurs).

“ Series E PIK Preferred Payment Date ” has the meaning assigned to such term in Section 5.13(b)(ii)(B) .

“ Series E PIK Preferred Units ” has the meaning assigned to such term in Section 5.13(a) .

“ Series E Preferred Unit Partner ” means, collectively, Holdings in its capacity as the holder of Units and any Affiliate of Holdings that holds any SeriesE Preferred Units or Series E Conversion Units, including, but not limited to, any such Affiliate that (i) acquired Units by transfer from Holdings or (ii) holds SeriesE Conversion Units pursuant to this Agreement.

“ Series E Preferred Units ” has the meaning assigned to such term in Section 5.13(a) .

“ Series E Quarterly Distribution ” has the meaning assigned to such term in Section 5.13(b)(ii)(A) .

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“ Series E Senior Securities ” means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests ordistributions upon liquidation of the Partnership, ranks senior to the Series E Preferred Units.

“ Series E Survivor Preferred Security ” has the meaning assigned to such term in Section 5.13(b)(viii)(F)(2) .

“ Series E Unitholder ” means a Record Holder of Series E Preferred Units.

“ Series E Unpaid Distributions ” has the meaning assigned to such term in Section 5.13(b)(ii)(C) .

“ Share of Additional Book Basis Derivative Items ” means in connection with any allocation of Additional Book Basis Derivative Items for any taxableperiod, (i) with respect to the Unitholders holding Common Units, Series A Preferred Units, Series C Preferred Units or Series E Preferred Units, the amount thatbears the same ratio to such Additional Book Basis Derivative Items as the Unitholders’ Remaining Net Positive Adjustments as of the end of such period bears tothe Aggregate Remaining Net Positive Adjustments as of that time, (ii) with respect to the General Partner (as holder of the Notional General Partner Units), theamount that bears the same ratio to such Additional Book Basis Derivative Items as the General Partner’s Remaining Net Positive Adjustments as of the end ofsuch period bears to the Aggregate Remaining Net Positive Adjustment as of that time, and (iii) with respect to the Partners holding Incentive Distribution Rights,the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Remaining Net Positive Adjustments of the Partners holding theIncentive Distribution Rights as of the end of such period bears to the Aggregate Remaining Net Positive Adjustments as of that time.

“ Southcross Holdings ” means Southcross Holdings LP, a Delaware limited partnership.

“ Special Approval ” means approval by a majority of the members of the Conflicts Committee.

“ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to theoccurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date ofdetermination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which suchPerson or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnershipinterests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date ofdetermination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or apartnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) atleast a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“ Surviving Business Entity ” has the meaning assigned to such term in Section 14.2(b) .

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“ Target Distribution ” means an amount equal to the Minimum Quarterly Distribution multiplied by 1.5.

“ Trading Day ” means, for the purpose of determining the Current Market Price of any class of Limited Partner Interests, a day on which the principalNational Securities Exchange on which such class of Limited Partner Interests are listed is open for the transaction of business or, if Limited Partner Interests of aSeries are not listed on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

“ transfer ” has the meaning assigned to such term in Section 4.4(a) .

“ Transfer Agent ” means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as shall be appointed from timeto time by the General Partner to act as registrar and transfer agent for the Common Units; provided, that if no Transfer Agent is specifically designated for anyother Partnership Interests, the General Partner shall act in such capacity.

“ Underwriters ” means the underwriters in the Initial Public Offering.

“ Unit ” means a Partnership Interest that is designated as a “Unit” and shall include Common Units, Series A Preferred Units, Series C Preferred Units andSeries E Preferred Units but shall not include (i) Notional General Partner Units (or the General Partner Interest represented thereby), (ii) Incentive DistributionRights or (iii) the HPIP Equity Interest.

“ Unitholders ” means the holders of Units.

“ Unit Majority ” means at least a majority of the Outstanding Common Units voting together as a single class.

“ Unrealized Gain ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the fair market value ofsuch property as of such date (as determined under Section 5.5(d) ) over (b) the Carrying Value of such property as of such date (prior to any adjustment to bemade pursuant to Section 5.5(d) as of such date).

“ Unrealized Loss ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the Carrying Value ofsuch property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date) over (b) the fair market value of such property as ofsuch date (as determined under Section 5.5(d) ).

“ Unrecovered Initial Unit Price ” means at any time, with respect to a Unit, the Initial Unit Price less the sum of all distributions constituting CapitalSurplus theretofore made in respect of an IPO Common Unit and any distributions of cash (or the Net Agreed Value of any distributions in kind) in connection withthe dissolution and liquidation of the Partnership theretofore made in respect of an IPO Common Unit, adjusted as the General Partner determines to be appropriateto give effect to any distribution, subdivision or combination of such Units.

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“ Unrestricted Person ” means (a) each Indemnitee, (b) each Partner, (c) each Person who is or was a member, partner, director, officer, employee or agentof any Group Member, a General Partner or any Departing General Partner or any Affiliate of any Group Member, a General Partner or any Departing GeneralPartner and (d) any Person the General Partner designates as an Unrestricted Person for purposes of this Agreement.

“ U.S. GAAP ” means United States generally accepted accounting principles consistently applied.

“ Warrant ” means the Series C Warrant.

“ Warrant Exercised Unit ” means a Common Unit issued upon exercise of a Warrant.

“ Withdrawal Opinion of Counsel ” has the meaning assigned to such term in Section 11.1(b) .

“ Working Capital Borrowings ” means borrowings used solely for working capital purposes or to pay distributions to Partners made pursuant to a creditfacility, commercial paper facility or other similar financing arrangements, provided that when such borrowings are incurred it is the intent of the borrower to repaysuch borrowings within 12 months other than from additional Working Capital Borrowings.

Section 1.2 Construction .

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and thesingular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of thisAgreement; (c) the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation”; and (d) theterms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents andheadings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE IIORGANIZATION

Section 2.1 Formation .

The General Partner and AIM Midstream have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act.The General Partner hereby amends and restates the Fifth A/R Partnership Agreement in its entirety. This amendment and restatement shall become effective on thedate of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations ofthe Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitutepersonal property of the owner thereof for all purposes.

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Section 2.2 Name .

The name of the Partnership shall be “American Midstream Partners, LP” The Partnership’s business may be conducted under any other name or names asdetermined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “LP,” “Ltd.” or similar words or letters shall beincluded in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner maychange the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to theLimited Partners.

Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices .

Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at 160 Greentree Drive,Suite 101, Dover, Kent County, Delaware 19904, and the registered agent for service of process on the Partnership in the State of Delaware at such registered officeshall be National Registered Agents, Inc. The principal office of the Partnership shall be located at 2103 CityWest Boulevard, Building #4, Suite 800, Houston, TX77042, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at suchother place or places within or outside the State of Delaware as the General Partner shall determine necessary or appropriate. The address of the General Partnershall be 2103 CityWest Boulevard, Building #4, Suite 800, Houston, TX 77042, or such other place as the General Partner may from time to time designate bynotice to the Limited Partners.

Section 2.4 Purpose and Business .

The purpose and nature of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form, hold and dispose of anycorporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the GeneralPartner, in its sole discretion, and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection therewith, toexercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, and (b) do anything necessary orappropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall notcause the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would be reasonably likely to cause thePartnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To the fullest extent permittedby law, the General Partner shall have no duty or obligation to propose or approve, and may, in its sole discretion, decline to propose or approve, the conduct by thePartnership of any business free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to so propose or approve,shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreementcontemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

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Section 2.5 Powers .

The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for thefurtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Partnership.

Section 2.6 Term .

The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue inexistence until the dissolution of the Partnership in accordance with the provisions of Article XII . The existence of the Partnership as a separate legal entity shallcontinue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.

Section 2.7 Title to Partnership Assets .

Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity,and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnershipassets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner maydetermine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one ormore of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership inaccordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets(other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to thePartnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided,further, that, prior to the withdrawal or removal of theGeneral Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, priorto any such transfer, will provide for the use of such assets in a manner satisfactory to any successor General Partner. All Partnership assets shall be recorded as theproperty of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

ARTICLE IIIRIGHTS OF LIMITED PARTNERS

Section 3.1 Limitation of Liability .

The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act.

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Section 3.2 Management of Business .

No Limited Partner, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware Act) of thePartnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. All actions takenby any Affiliate of the General Partner or any officer, director, employee, manager, member, general partner, agent or trustee of the General Partner or any of itsAffiliates, or any officer, director, employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed tobe participating in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning of Section 17-303(a) of the DelawareAct) and shall not affect, impair or eliminate the limitations on the liability of the Limited Partners under this Agreement.

Section 3.3 Outside Activities of the Limited Partners .

Subject to the provisions of Section 7.5 , which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shallalso be Limited Partners, each Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating tothe Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partnersshall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

Section 3.4 Rights of Limited Partners .

(a) In addition to other rights provided by this Agreement or by applicable law (other than Section 17-305(a) of the Delaware Act, the obligations ofwhich are expressly replaced in their entirety by the provisions below and Section 8.3 ), and except as limited by Section 3.4(a)(i) , each Limited Partner shallhave the right, for a purpose that is reasonably related, as determined by the General Partner, to such Limited Partner’s interest as a Limited Partner in thePartnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense to obtain:

(i) true and full information regarding the status of the business and financial condition of the Partnership (provided that the requirements of thisSection 3.4(a)(i) shall be satisfied to the extent the Limited Partner is furnished the Partnership’s most recent annual report and any subsequent quarterly orperiodic reports required to be filed (or which would be required to be filed) with the Commission pursuant to Section 13 of the Securities Exchange Act);

(ii) a current list of the name and last known business, residence or mailing address of each Record Holder;

(iii) a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of the executed copiesof all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and

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(iv) such other information regarding the affairs of the Partnership as the General Partner determines is just and reasonable.

(b) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner deems reasonable, (i) anyinformation that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner ingood faith believes (A) is not in the best interests of the Partnership Group, (B) could damage the Partnership Group or its business or (C) that any Group Memberis required by law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of whichis to circumvent the obligations set forth in this Section 3.4 ).

ARTICLE IVCERTIFICATES; RECORD HOLDERS; TRANSFER OF

PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1 Certificates .

Notwithstanding anything otherwise to the contrary herein, unless the General Partner shall determine otherwise in respect of some or all of any or all classesof Partnership Interests, Partnership Interests shall not be evidenced by certificates; provided, however, with respect to the issuance of any Series A PreferredUnits, Series C Preferred Units or Series E Preferred Units, the Partnership shall issue such Certificates in accordance with Section 5.11(b)(vii) , Section 5.12(b)(vii) and Section 5.13(b)(vii) , respectively. Certificates that may be issued shall be executed on behalf of the Partnership by the Chairman of the Board, Presidentor any Executive Vice President or Vice President and the Chief Financial Officer or the Secretary or any Assistant Secretary of the General Partner. No Certificatefor a class of Partnership Interests shall be valid for any purpose until it has been countersigned by the Transfer Agent for such class of Partnership Interests;provided, however, that if the General Partner elects to cause the Partnership to issue Partnership Interests of such class in global form, the Certificate shall bevalid upon receipt of a certificate from the Transfer Agent certifying that the Partnership Interests have been duly registered in accordance with the directions of thePartnership.

Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates .

(a) If any mutilated Certificate is surrendered to the Transfer Agent (for Common Units) or the General Partner (for Partnership Interests other thanCommon Units), the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent (for Common Units) or theGeneral Partner (for Partnership Interests other than Common Units) shall countersign and deliver in exchange therefor, a new Certificate evidencing the samenumber and type of Partnership Interests as the Certificate so surrendered.

(b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent (for Common Units)shall countersign, a new Certificate in place of any Certificate previously issued, or issue uncertificated Common Units, if the Record Holder of the Certificate:

(i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost,destroyed or stolen;

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(ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate hasbeen acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, withsurety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and theTransfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and

(iv) satisfies any other reasonable requirements imposed by the General Partner.

If a Limited Partner fails to notify the General Partner within a reasonable period of time after he has notice of the loss, destruction or theft of a Certificate,and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receivessuch notification, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transferor for a new Certificate or uncertificated Units.

(c) As a condition to the issuance of any new Certificate or uncertificated Units under this Section 4.2 , the General Partner may require the paymentof a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expensesof the Transfer Agent) reasonably connected therewith.

Section 4.3 Record Holders .

The Partnership shall be entitled to recognize the Record Holder as the Partner with respect to any Partnership Interest and, accordingly, shall not be boundto recognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any other Person, regardless of whether the Partnership shall haveactual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchangeon which such Partnership Interests are listed or admitted to trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust companyor clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiringand/or holding Partnership Interests, as between the Partnership on the one hand, and such other Persons on the other, such representative Person shall be (a) theRecord Holder of such Partnership Interest and (b) bound by this Agreement and shall have the rights and obligations of a Partner, as the case may be, hereunder as,and to the extent, provided herein.

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Section 4.4 Transfer Generally .

(a) The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall mean a transaction (i) by which the General Partnerassigns its General Partner Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any otherdisposition by law or otherwise or (ii) by which the holder of a Limited Partner Interest assigns such Limited Partner Interest to another Person who is or becomes aLimited Partner, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, excluding a pledge, encumbrance, hypothecation ormortgage but including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

(b) No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV .Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be, to the fullest extent permitted by law, null andvoid.

(c) Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of any Partnerof any or all of the shares of stock, membership or limited liability company interests, partnership interests or other ownership interests in such Partner, and theterm “transfer” shall not mean any such disposition.

Section 4.5 Registration and Transfer of Limited Partner Interests .

(a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it mayprescribe and subject to the provisions of Section 4.5(b) , the Partnership will provide for the registration and transfer of Limited Partner Interests.

(b) The Partnership shall not recognize any transfer of Limited Partner Interests evidenced by Certificates until the Certificates evidencing suchLimited Partner Interests are surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided, that as acondition to the issuance of any new Certificate under this Section 4.5 , the General Partner may require the payment of a sum sufficient to cover any tax or othergovernmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interestsevidenced by a Certificate, and subject to the provisions hereof, the appropriate officers of the General Partner on behalf of the Partnership shall execute anddeliver, and in the case of Certificates evidencing Limited Partner Interests, the Transfer Agent shall countersign and deliver, in the name of the holder or thedesignated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and typeof Limited Partner Interests as was evidenced by the Certificate so surrendered.

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(c) By acceptance of the transfer of any Limited Partner Interests in accordance with this Section 4.5 and except as provided in Section 4.9 , eachtransferee of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account ofanother Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such Person when anysuch transfer or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited PartnerInterests so transferred, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transfereehas the capacity, power and authority to enter into this Agreement and (iv) makes the consents, acknowledgements and waivers contained in this Agreement, allwith or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall notconstitute an amendment to this Agreement.

(d) Subject to (i) the foregoing provisions of this Section 4.5 , (ii) Section 4.3 , (iii) Section 4.8 , (iv) with respect to any class or series of LimitedPartner Interests, the provisions of any statement of designations or an amendment to this Agreement establishing such class or series, (v) any contractualprovisions binding on any Limited Partner and (vi) provisions of applicable law including the Securities Act, Limited Partner Interests shall be freely transferable.

(e) Subject to any restrictions on transfer expressly agreed to by the General Partner, Holdings or their Affiliates, as applicable, or expressly set forthin the Contribution Agreement, this Article IV , Section 6.9 or otherwise in this Agreement, the General Partner, Holdings and their Affiliates shall have the rightat any time to transfer their Common Units, Incentive Distribution Rights, Series A Preferred Units, Series C Preferred Units or Series E Preferred Units to one ormore Persons.

Section 4.6 Transfer of the General Partner ’ s General Partner Interest .

(a) Subject to Section 4.6(c) below, prior to June 30, 2020, the General Partner shall not transfer all or any part of its General Partner Interest(represented by Notional General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at leasta majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of itsGeneral Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with themerger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to suchother Person.

(b) Subject to Section 4.6(c) below, on or after June 30, 2020, the General Partner may transfer all or any of its General Partner Interest withoutUnitholder approval.

(c) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to anotherPerson shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by theprovisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any LimitedPartner under the Delaware Act or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federalincome tax

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purposes (to the extent not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of thepartnership or limited liability company membership interest held by the General Partner as the general partner or managing member, if any, of each other GroupMember. In the case of a transfer pursuant to and in compliance with this Section 4.6 , the transferee or successor (as the case may be) shall, subject to compliancewith the terms of Section 10.2 , be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the General Partner Interest, andthe business of the Partnership shall continue without dissolution.

Section 4.7 Transfer of Incentive Distribution Rights .

The General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without Unitholderapproval. Any holder of the HPIP Equity Interest may transfer any or all of its Incentive Distribution Rights without Unitholder approval. Notwithstandinganything to herein to the contrary, (i) the transfer of Common Units issued pursuant to Section 5.10 shall not be treated as a transfer of all or any part of theIncentive Distribution Rights and (ii) no transfer of Incentive Distribution Rights or HPIP Equity Interests to another Person shall be permitted unless the transfereeagrees to be bound by the provisions of this Agreement.

Section 4.8 Restrictions on Transfers .

(a) Notwithstanding the other provisions of this Article IV , no transfer of any Partnership Interests shall be made if such transfer would (i) terminatethe existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (ii) cause the Partnership to be treated as an associationtaxable 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).

(b) The General Partner may impose restrictions on the transfer of Partnership Interests if it determines, with the advice of counsel, that suchrestrictions are necessary or advisable to (i) avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entityfor U.S. federal income tax purposes or (ii) preserve the uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner mayimpose such restrictions by amending this Agreement; provided, however, that any amendment that would result in the delisting or suspension of trading of anyclass of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted to tradingmust be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Limited Partner Interests of such class.

(c) The transfer of Common Units that have been issued upon conversion of Incentive Distribution Rights shall be subject to the restrictions imposedby Section 6.7(b) .

(d) Nothing contained in this Agreement, other than Section 4.8(a) , shall preclude the settlement of any transactions involving Partnership Interestsentered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading.

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(e) Any transfer of a Series A Conversion Unit, a Series C Conversion Unit or a Series E Conversion Unit shall be subject to the restrictions imposedby Section 6.9 .

Section 4.9 Eligibility Certifications; Ineligible Holders .

(a) If at any time the General Partner determines, with the advice of counsel, that

(i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners has or isreasonably likely to have a material adverse effect on the rates that can be charged to customers by any Group Member on assets that are subject toregulation by the FERC or analogous regulatory body (a “ Rate Eligibility Trigger ”); or

(ii) any Group Member is subject to any federal, state or local law or regulation that would create a substantial risk of cancellation or forfeitureof any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Partner (a “ CitizenshipEligibility Trigger ”);

then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or advisable to (x) in the case of a Rate EligibilityTrigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partnerdetermines to be necessary to establish those Limited Partners whose U.S. federal income tax status does not or would not have a material adverse effect on therates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenshipor other related status of the Partner (or, if the Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status ofsuch Person) as the General Partner determines to be necessary to establish those Partners whose status as Partners does not or would not subject any GroupMember to a significant risk of cancellation or forfeiture of any of its properties or interests therein.

(b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upondemand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership asa Partner (any such required certificate, an “ Eligibility Certificate ”).

(c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and itsbeneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that aPartner is not an Eligible Holder (such a Partner an “ Ineligible Holder ”) the Partnership Interests owned by such Limited Partner shall be subject to redemption inaccordance with the provisions of Section 4.10 . In addition, the General Partner shall be substituted for all Limited Partners that are Ineligible Holders as theLimited Partner in respect of the Ineligible Holders’ Partnership Interests.

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(d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, distribute thevotes in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of IneligibleHolders are cast, either for, against or abstaining as to the matter.

(e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall beentitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution inkind. Such payment and assignment shall be treated for Partnership purposes as a purchase by the Partnership from the Ineligible Holder of his Partnership Interest(representing his right to receive his share of such distribution in kind).

(f) At any time after an Ineligible Holder can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to theGeneral Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.10 , such Ineligible Holder beadmitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longerconstitute an Ineligible Holder and the General Partner shall cease to be deemed to be the Limited Partner in respect of such Ineligible Holder’s PartnershipInterests.

Section 4.10 Redemption of Partnership Interests of Ineligible Holders .

(a) If at any time a Partner fails to furnish an Eligibility Certificate or other information requested within the period of time specified in amendmentsadopted pursuant to Section 4.9 , or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel,that a Partner is not an Eligible Holder, the Partnership may, unless the Partner establishes to the satisfaction of the General Partner that such Partner is an EligibleHolder or has transferred his Partnership Interests to a Person who is an Eligible Holder and who furnishes an Eligibility Certificate to the General Partner prior tothe date fixed for redemption as provided below, redeem the Partnership Interest of such Partner as follows:

(i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Partner, at his lastaddress designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed tohave been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of theredemption price will be made upon redemption of the Redeemable Interests (or, if later in the case of Redeemable Interests evidenced by Certificates, uponsurrender of the Certificates evidencing the Redeemable Interests) and that on and after the date fixed for redemption no further allocations or distributions towhich the Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.

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(ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination ofwhich shall be the date fixed for redemption) of Partnership Interests of the class to be so redeemed multiplied by the number of Partnership Interests of eachsuch class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of apromissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equalannual installments of principal together with accrued interest, commencing one year after the redemption date.

(iii) The Partner or his duly authorized representative shall be entitled to receive the payment for the Redeemable Interests at the place ofpayment specified in the notice of redemption on the redemption date (or, if later in the case of Redeemable Interests evidenced by Certificates, uponsurrender by or on behalf of the Partner at the place specified in the notice of redemption, of the Certificates evidencing the Redeemable Interests, dulyendorsed in blank or accompanied by an assignment duly executed in blank).

(iv) the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Partnership Interests.

(b) The provisions of this Section 4.10 shall also be applicable to Partnership Interests held by a Partner as nominee of a Person determined to be anIneligible Holder.

(c) Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring his Partnership Interest before the redemptiondate if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice ofredemption, provided the transferee of such Partnership Interest certifies to the satisfaction of the General Partner that he is an Eligible Holder. If the transferee failsto make such certification, such redemption shall be effected from the transferee on the original redemption date.

ARTICLE VCAPITAL CONTRIBUTIONS AND

ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1 Intentionally Omitted .

Section 5.2 Contributions by the General Partner and the Initial Limited Partners .

Upon the issuance of any additional Limited Partner Interests by the Partnership (other than Common Units issued pursuant to Section 5.10 ), the GeneralPartner may, in order to maintain its Percentage Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) thequotient determined by dividing (A) the General Partner’s Percentage Interest immediately prior to the issuance of such Additional Limited Partner Interests by thePartnership by (B) 100 less the General Partner’s Percentage Interest immediately prior to the issuance of such Additional Limited Partner Interests by thePartnership times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such Additional Limited Partner Interests. Except as setforth in Article XII , the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

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Section 5.3 Contributions by Limited Partners .

No Limited Partner will be required to make any Capital Contribution to the Partnership pursuant to this Agreement.

Section 5.4 Interest and Withdrawal of Capital Contributions .

No interest shall be paid by the Partnership on Capital Contributions. No Partner shall be entitled to the withdrawal or return of its Capital Contribution,except to the extent, if any, that distributions made pursuant to this Agreement or upon liquidation of the Partnership may be considered as such by law and thenonly to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Partner shall have priority over any other Partnereither as to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which all Partners agree within themeaning of Section 17-502(b) of the Delaware Act.

Section 5.5 Capital Accounts .

(a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nomineehas furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner)owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury RegulationSection 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to suchPartnership Interest and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 5.5(b) andallocated with respect to such Partnership Interest pursuant to Section 6.1 (or otherwise in accordance with Article V ), and decreased by (x) the amount of cash orNet Agreed Value of all actual and deemed distributions of cash or property (other than Series A PIK Preferred Units, Series C PIK Preferred Units or Series E PIKPreferred Units) made with respect to such Partnership Interest and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) andallocated with respect to such Partnership Interest pursuant to Section 6.1 (or otherwise in accordance with Article V ). For the avoidance of doubt, the Series APreferred Units, the Series C Preferred Units and Series E Preferred Units will be treated as a partnership interest in the Partnership that is “convertible equity”within the meaning of Treasury Regulation Section 1.721-2(g)(3), and, therefore, each holder of a Series A Preferred Unit, Series C Preferred Unit or Series EPreferred Unit will be treated as a partner in the Partnership, other than with respect to the conversion feature of the Series A Preferred Unit, Series C PreferredUnit or Series E Preferred Unit. The initial Capital Account balance in respect of each Series A Preferred Unit issued on the Series A Issuance Date shall be theSeries A Issue Price, and the initial Capital Account balance in respect of each Series A PIK Preferred Unit shall be zero. After an issuance of Series A PIKPreferred Units pursuant to Section 5.11(b)(ii) , the Capital Accounts of all Series A Preferred Units that are Outstanding prior to such issuance shall be dividedequally among all Series A Preferred Units that are Outstanding after such issuance. The Capital Account balance of each holder of Series A Preferred Units inrespect of its Series A Preferred Units shall not be increased or decreased as a result of the accrual and accumulation of an unpaid distribution pursuant to

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Section 5.11(b)(ii)(A) or Section 5.11(b)(ii)(B) in respect of such Series A Preferred Units except as otherwise provided in this Agreement. The initial CapitalAccount balance in respect of each Series C Preferred Unit issued on the Series C Issuance Date shall be the Series C Issue Price, and the initial Capital Accountbalance in respect of each Series C PIK Preferred Unit shall be zero. After an issuance of Series C PIK Preferred Units pursuant to Section 5.12(b)(ii) , the CapitalAccounts of all Series C Preferred Units that are Outstanding prior to such issuance shall be divided equally among all Series C Preferred Units that areOutstanding after such issuance. The Capital Account balance of each holder of Series C Preferred Units in respect of its Series C Preferred Units shall not beincreased or decreased as a result of the accrual and accumulation of an unpaid distribution pursuant to Section 5.12(b)(ii)(A) or Section 5.12(b)(ii)(B) in respectof such Series C Preferred Units except as otherwise provided in this Agreement. The initial Capital Account balance in respect of each Series E Preferred Unitissued on the Series E Issuance Date shall be the Series E Issue Price, and the initial Capital Account balance in respect of each Series E PIK Preferred Unit shall bezero. After an issuance of Series E PIK Preferred Units pursuant to Section 5.13(b)(ii) , the Capital Accounts of all Series E Preferred Units that are Outstandingprior to such issuance shall be divided equally among all Series E Preferred Units that are Outstanding after such issuance. The Capital Account balance of eachholder of Series E Preferred Units in respect of its Series E Preferred Units shall not be increased or decreased as a result of the accrual and accumulation of anunpaid distribution pursuant to Section 5.13(b)(ii)(A) or Section 5.13(b)(ii)(B) in respect of such Series E Preferred Units except as otherwise provided in thisAgreement.

(b) For purposes of computing the amount of any item of income, gain, loss or deduction that is to be allocated pursuant to Article VI and is to bereflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition andclassification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization used for that purpose), provided, that:

(i) Solely for purposes of this Section 5.5 , the Partnership shall be treated as owning directly its proportionate share (as determined by theGeneral Partner based upon the provisions of the applicable Group Member Agreement) of all property owned by (x) any other Group Member that isclassified as a partnership for U.S. federal income tax purposes and (y) any other partnership, limited liability company, unincorporated business or otherentity classified as a partnership for U.S. federal income tax purposes of which a Group Member is, directly or indirectly, a partner, member or other equityholder.

(ii) All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deductednor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time suchfees and other expenses are incurred and shall be allocated among the Partners pursuant to Section 6.1 .

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(iii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss anddeduction shall be made without regard to any election under Section 754 of the Code that may be made by the Partnership and, as to those items describedin Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currentlydeductible nor capitalized for U.S. federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant toSection 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1 (b)(2)(iv)(m), to be taken into account in determiningCapital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.

(iv) Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis ofsuch property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.

(v) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortizationattributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership wereequal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.5(d) to the Carrying Value of any Partnership property subject todepreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall bedetermined, under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2), as if the adjusted basis of such property were equal to the CarryingValue of such property immediately following such adjustment.

(vi) The Gross Liability Value of each Liability of the Partnership described in Treasury Regulation Section 1.752-7 (b)(3)(i) shall be adjustedat such times as provided in this Agreement for an adjustment to Carrying Values. The amount of any such adjustment shall be treated for purposes hereof asan item of loss (if the adjustment increases the Carrying Value of such Liability of the Partnership) or an item of gain (if the adjustment decreases theCarrying Value of such Liability of the Partnership).

(c) A transferee of a Partnership Interest shall succeed to a Pro Rata portion of the Capital Account of the transferor relating to the Partnership Interestso transferred.

(i) Upon the issuance of IDR Reset Common Units pursuant to Section 5.10(a) , the Capital Account maintained with respect to the IncentiveDistribution Rights shall (A) first, be allocated to IDR Reset Common Units in an amount equal to the product of (x) the Aggregate Quantity of IDR ResetCommon Units and (y) the Per Unit Capital Amount for an IPO Common Unit, and (B) second, any remaining balance in such Capital Account will beretained by the holder of the Incentive Distributions Rights. In the event that there is not a sufficient Capital Account associated with the IncentiveDistribution Rights to allocate the full Per Unit Capital Amount for an IPO Common Unit to the IDR Reset Common Units in accordance with clause (A) ofthis Section 5.5(c)(i) , the IDR Reset Common Units shall be subject to Section 6.1(d)(x)(A) .

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(ii) Subject to Section 6.10 , immediately prior to the transfer of an Option Unit by a holder thereof (other than a transfer to an Affiliate of theassignor unless the General Partner elects to have this Section 5.5(c)(ii) apply), the Capital Account maintained for such Person with respect to itstransferred Option Units will (A) first, be allocated to the Option Units in an amount equal to the product of (x) the number of such Option Units to betransferred and (y) the Per Unit Capital Amount for a Common Unit, and (B) second, any remaining balance in such Capital Account will be retained by thetransferor, regardless of whether it has retained any Option Units. Following any such allocation, the transferor’s Capital Account, if any, maintained withrespect to the retained Option Units, if any, will have a balance equal to the amount allocated under clause (B) hereinabove, and the transferee’s CapitalAccount established with respect to the transferred Option Units will have a balance equal to the amount allocated under clause (A) hereinabove.

(d)

(i) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), and 1.704-1(b)(2)(iv)(b)(2) on (A) an issuance of additional PartnershipInterests for cash or other property (other than an issuance of Series A PIK Preferred Units, Series C PIK Preferred Units or Series E PIK Preferred Units),(B) the issuance of additional Partnership Interests as consideration for the provision of services, (C) the issuance by the Partnership of a “noncompensatoryoption” within the meaning of Treasury Regulations Sections 1.721-2(f) and 1.761-3(b)(2) which is not treated as a partnership interest pursuant to TreasuryRegulations Section 1.761-3(a) (other than an issuance of Series A PIK Preferred Units pursuant to Section 5.11(b)(ii) , the issuance of Series C PIKPreferred Units pursuant to Section 5.12(b)(ii) or the issuance of Series E PIK Preferred Units pursuant to Section 5.13(b)(ii) ), or (D) the conversion of aGeneral Partner’s Combined Interest to Common Units pursuant to Section 11.3(b) , the Capital Account of each Partner and the Carrying Value of eachPartnership property shall be adjusted immediately prior to such event to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnershipproperty, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property for an amount equal to its fair marketvalue immediately prior to such event and had been allocated pursuant to Section 6.1(c) and Section 6.1(d) (and to the extent applicable, Article V ) in thesame manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated;provided, however, that in the event of the issuance of a Partnership Interest pursuant to the exercise of a Noncompensatory Option where the right to sharein Partnership capital represented by such Partnership Interest differs from the consideration paid to acquire and exercise such option, the Carrying Value ofeach Partnership property immediately after the issuance of such Partnership Interest shall be adjusted upward or downward to reflect any Unrealized Gainor Unrealized Loss attributable to such Partnership property and the Capital Accounts of the Partners shall be adjusted in a manner consistent with TreasuryRegulation Section 1.704-1(b)(2)(iv)(s); provided further, that in the event of an issuance of Partnership Interests for a de minimis amount of cash orContributed Property, in the event of an issuance of a Noncompensatory Option to acquire a de minimis Partnership Interest or in the event of an issuance ofa de minimis amount of Partnership Interests as

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consideration for the provision of services, the General Partner may determine that such adjustments are unnecessary for the proper administration of thePartnership. The General Partner shall adjust such Carrying Values in respect of the contributions that are made on the Closing Date. In determining suchUnrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets immediately prior to such event (or, in thecase of a Revaluation Event resulting from the exercise of a Noncompensatory Option, immediately after the issuance of the Partnership Interest acquiredpursuant to the exercise of such Noncompensatory Option) shall be determined by the General Partner using such reasonable method of valuation as it mayadopt (taking into account Section 7701(g) of the Code); provided, however, that the General Partner, in arriving at such valuation, must take fully intoaccount the fair market value of the Partnership Interests of all Partners at such time and must make such adjustments to such valuation as required byTreasury Regulation Section 1.704-1 (b)(2)(iv)(h)(2). The General Partner shall allocate such aggregate value among the assets of the Partnership in suchmanner as it determines in its discretion to be reasonable. Absent a contrary determination by the General Partner, the aggregate fair market value of allPartnership property (including, without limitation, cash or cash equivalents) immediately prior to a Revaluation Event shall be the value that would result inthe Capital Account for each Common Unit that is Outstanding prior to such Revaluation Event being equal to the Event Issue Value.

(ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Partner ofany Partnership property (other than a distribution of cash that is not in redemption or retirement of a Partnership Interest), the Capital Accounts of allPartners and the Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Lossattributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized in a sale of such property immediately prior tosuch distribution for an amount equal to its fair market value, and had been allocated to the Partners, at such time, pursuant to Section 6.1(c) andSection 6.1(d) (and to the extent applicable, Article V ) in the same manner as any item of gain or loss actually recognized following an event giving rise tothe dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss the aggregate fair market value of allPartnership assets (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not madepursuant to Section 12.4 or in the case of a deemed distribution, be determined and allocated in the same manner as that provided in Section 5.5(d)(i) or(B) in the case of a liquidating distribution pursuant to Section 12.4, be determined and allocated by the Liquidator using such method of valuation as it mayadopt.

(iii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(s), immediately after the conversion of a Series A Preferred Unit, SeriesC Preferred Unit or Series E Preferred Unit into Common Units in accordance with Section 5.11(b)(viii) , Section 5.12(b)(viii) or Section 5.13(b)(viii) , asapplicable, or upon the exercise of any other Noncompensatory Option into a Common Unit pursuant to this Agreement, the Capital Account of each Partnerand the Carrying Value of each

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Partnership property shall be adjusted to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if such Unrealized Gainor Unrealized Loss had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately after suchconversion and (A) first, all Unrealized Gain (if the Capital Account of each such Converted or Exercised Unit is less than the Per Unit Capital Amount for athen Outstanding IPO Common Unit) or Unrealized Loss (if the Capital Account of each such Converted or Exercised Unit is greater than the Per UnitCapital Amount for a then Outstanding IPO Common Unit) had been allocated Pro Rata to each Partner holding any Converted or Exercised Unit receivedupon such conversion until the Capital Account of each such Converted or Exercised Unit is equal to the Per Unit Capital Amount for a then OutstandingIPO Common Unit; and (B) second, any remaining Unrealized Gain or Unrealized Loss had been allocated to the Partners at such time pursuant to Section 6.1(c) and Section 6.1(d) (and to the extent applicable, Article V ). In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount andfair market value of all Partnership assets immediately after the conversion of a Converted or Exercised Unit shall be determined by the General Partnerusing such reasonable method of valuation as it may adopt (taking into account Section 7701(g) of the Code); provided, however, that the General Partner,in arriving at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time and must make suchadjustments to such valuation as required by Treasury Regulation Section 1.704-1(b)(2)(iv)(h)(2). The General Partner shall allocate such aggregate valueamong the assets of the Partnership in such manner as it determines in its discretion to be reasonable. If, after making the allocations of Unrealized Gain andUnrealized Loss as set forth above in this Section 5.5(d)(iii) , the Capital Account of each Partner with respect to each Converted or Exercised Unit receivedupon such conversion of the Series A Preferred Unit, Series C Preferred Unit, Series E Preferred Unit or other Noncompensatory Option, as applicable, isless than the Per Unit Capital Amount for a then Outstanding IPO Common Unit, then Capital Account balances shall be reallocated between the Partnersholding Common Units (other than Converted or Exercised Units) and Partners holding any Converted or Exercised Unit so as to cause the Capital Accountof each Partner holding a Converted or Exercised Unit to equal, on a per Unit basis with respect to each such Converted or Exercised Unit, the Per UnitCapital Amount for a then Outstanding IPO Common Unit.

Section 5.6 Issuances of Additional Partnership Interests .

(a) The Partnership may issue additional Partnership Interests and options, rights, warrants, appreciation rights, tracking and phantom interests, andother economic interests relating to the Partnership Interests (including pursuant to Section 7.4(c) ) for any partnership purpose at any time and from time to timeto such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

(b) Each additional Partnership Interest or other security authorized to be issued by the Partnership pursuant to Section 5.6(a) or Section 7.4(c) maybe issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior toexisting classes and series of Partnership

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Interests or other securities), as shall be fixed by the General Partner, including (i) the right to share in Partnership profits and losses or items thereof; (ii) the rightto share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, thePartnership may or shall be required to redeem the Partnership Interest (including sinking fund provisions) or other security; (v) whether such Partnership Interestor other security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms andconditions upon which each Partnership Interest or other security will be issued, evidenced by certificates and assigned or transferred; (vii) the method fordetermining the Percentage Interest as to such Partnership Interest; and (viii) the right, if any, of each such Partnership Interest to vote on Partnership matters,including matters relating to the relative rights, preferences and privileges of such Partnership Interest.

(c) The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of PartnershipInterests and options, rights, warrants, appreciation rights, tracking and phantom interests, and other economic interests in the Partnership or relating to PartnershipInterests pursuant to this Section 5.6 or Section 7.4(c) , (ii) the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, (iii) theissuance of Common Units pursuant to Section 5.10 , (iv) the admission of Additional Limited Partners and (v) all additional issuances of Partnership Interests.The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Interests or other securities being soissued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to benecessary or appropriate in connection with any future issuance of Partnership Interests or other securities or in connection with the conversion of the CombinedInterest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or othergovernmental agency or any National Securities Exchange on which the Units or other Partnership Interests are listed or admitted to trading.

(d) No fractional Units shall be issued by the Partnership.

Section 5.7 Limited Preemptive Right s .

(a) Except as provided in this Section 5.7 and in Section 5.2 or as otherwise provided in a separate agreement by the Partnership, no Person shallhave any preemptive, preferential or other similar right with respect to the issuance of any Partnership Interest or other security, whether unissued, held in thetreasury or hereafter created. The General Partner shall have the right, that it may from time to time assign in whole or in part to any of its Affiliates, to purchasePartnership Interests from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Interests to Persons other than the GeneralPartner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existedimmediately prior to the issuance of such Partnership Interests. Any determination by the General Partner whether to exercise its right pursuant to the immediatelypreceding sentence shall be a determination made in its individual capacity and not as the general partner of the Partnership, and such determination may be madein accordance with Section 7.9(c) .

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(b) If a Class D Member or any of its Affiliates holds any Limited Partner Interests while the Partnership issues Limited Partner Interests of the sameclass as such Limited Partner Interests (other than (i) Series A PIK Preferred Units, Series C PIK Preferred Units or Series E PIK Preferred Units or (ii) LimitedPartner Interests purchased by the General Partner pursuant to Section 5.2 or Section 5.7(a) ) to the Class A Member or any of its Affiliates, such Class D Membershall have the right to purchase Limited Partner Interests of such class from the Partnership up to the amount necessary to maintain the aggregate PercentageInterest of such Class D Member and its Affiliates equal to that which existed immediately prior to the issuance of such Limited Partner Interests on the same termsprovided to the Class A Member or its Affiliates. The Partnership shall give prompt written notice of the Partnership’s proposal to issue Limited Partner Interests(other than (i) Series A PIK Preferred Units, Series C PIK Preferred Units or Series E PIK Preferred Units or (ii) Limited Partner Interests purchased by the GeneralPartner pursuant to Section 5.2 or 5.7(a) ) to the Class A Member or any of its Affiliates to each Class D Member. Such written notice shall set forth (A) theLimited Partner Interests being offered, (B) the price and terms, if any, upon which the Partnership proposes to issue such Limited Partner Interests and (C) theproposed date of the closing of the issuance of such Limited Partner Interests. Each Class D Member shall have ten (10) Business Days after receipt of such noticeto submit a written notice (a “ Class D Exercise Notice ”) to the Partnership. The Class D Exercise Notice shall set forth the portion of the Limited PartnerInterests that such Class D Member elects to purchase.

(c) If the Partnership issues Limited Partner Interests (other than (i) Series A PIK Preferred Units, Series C PIK Preferred Units or Series CConversion Units, (ii) Limited Partner Interests purchased by the General Partner pursuant to Section 5.2 or Section 5.7(a) , (iii) Limited Partner Interests issued tofinance all or a portion of the construction, acquisition, development or improvement of a Capital Improvement or replacement of a capital asset (such asequipment or facilities), or (iv) Limited Partner Interests issued on a pro rata basis to all holders of Common Units) to the Series C Preferred Unit Partner or any oftheir Affiliates, the Series E Preferred Unit Partner shall have the right to purchase such Limited Partner Interests from the Partnership up to the amount necessaryto maintain the Percentage Interest of the Series E Preferred Unit Partner equal to that which existed immediately prior to the issuance of such Limited PartnerInterests on the same terms provided to the Series C Preferred Unit Partner or any of their Affiliates. The Partnership shall give prompt written notice of thePartnership’s proposal to issue Limited Partner Interests (other than (i) Series A PIK Preferred Units, Series C PIK Preferred Units or Series C Conversion Units,(ii) Limited Partner Interests purchased by the General Partner pursuant to Section 5.2 or Section 5.7(a) , or (iii) Limited Partner Interests issued to finance all or aportion of the construction, acquisition, development or improvement of a Capital Improvement or replacement of a capital asset (such as equipment or facilities) or(iv) Limited Partner Interests issued on a pro rata basis to all holders of Common Units) to the Series C Preferred Unit Partner or any of their Affiliates, to theSeries E Preferred Unit Partner. Such written notice shall set forth (A) the Limited Partner Interests being offered, (B) the price and terms, if any, upon which thePartnership proposes to issue such Limited Partner Interests and (C) the proposed date of the closing of the issuance of such Limited Partner Interests. The Series EPreferred Unit Partner shall have ten (10) Business Days after receipt of such notice to submit a written notice (a “ Series E Exercise Notice ”) to the Partnership.The Series E Exercise Notice shall set forth the portion of the Limited Partner Interests that such Series E Preferred Unit Partner elects to purchase.

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Section 5.8 Splits and Combinations .

(a) Subject to Section 5.8(d) , Section 6.6 and Section 6.8 (dealing with adjustments of distribution levels), the Partnership may make a Pro Ratadistribution of Partnership Interests to all Record Holders or may effect a subdivision or combination of Partnership Interests so long as, after any such event, eachPartner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per-Unit basis (including any CommonUnit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Common Units into which Series A PreferredUnits, Series C Preferred Units or Series E Preferred Units may be converted into) are proportionately adjusted.

(b) Whenever such a Pro Rata distribution, subdivision or combination of Partnership Interests is declared, the General Partner shall select a RecordDate as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to eachRecord Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountantsselected by it to calculate the number of Partnership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination.The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

(c) If a Pro Rata distribution of Partnership Interests, or a subdivision or combination of Partnership Interests, is made as contemplated in this Section 5.8 , the number of Notional General Partner Units constituting the Percentage Interest of the General Partner (as determined immediately prior to the Record Datefor such distribution, subdivision or combination) shall be appropriately adjusted as of the effective date for payment of such distribution, subdivision orcombination to maintain such Percentage Interest of the General Partner.

(d) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates or uncertificated Partnership Intereststo the Record Holders of Partnership Interests as of the applicable Record Date representing the new number of Partnership Interests held by such Record Holders,or the General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results ina smaller total number of Partnership Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificateor uncertificated Partnership Interests, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.

(e) The Partnership shall not issue fractional Units or Notional General Partner Units upon any distribution, subdivision or combination of Units. If adistribution, subdivision or combination of Units would result in the issuance of fractional Units or fractional Notional General Partner Units but for the provisionsof this Section 5.8(e) , each fractional Unit or fractional Notional General Partner Unit shall be rounded to the nearest whole Unit or Notional General Partner Unit(and a 0.5 Unit or Notional General Partner Unit shall be rounded to the next higher Unit or Notional General Partner Unit).

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Section 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests .

All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable LimitedPartner Interests in the Partnership, except as such non-assessability may be affected by either or both of Sections 17-607 and 17-804 of the Delaware Act.

Section 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights .

(a) Subject to the provisions of this Section 5.10 , the holder of the Incentive Distribution Rights (or, if there is more than one holder of the IncentiveDistribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, exercisable at its option at any time when thePartnership has made a distribution on its Common Units exceeding the Target Distribution for each of the four most recently completed Quarters and the amountof each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “ IDR Reset Election ”) to cause the MinimumQuarterly Distribution to be reset in accordance with the provisions of Section 5.10(e) and, in connection therewith, the holder or holders of the IncentiveDistribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “ IDR Reset Common Units ”) derivedby dividing (i) the average aggregate amount of cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the ResetNotice (as defined in Section 5.10(b) ) in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respectof each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient isreferred to herein as the “ Aggregate Quantity of IDR Reset Common Units ”). If at the time of any IDR Reset Election the General Partner and its Affiliates arenot the holders of a majority interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of theGeneral Partner that the conditions described in the immediately preceding sentence have been satisfied. The Percentage Interest of the General Partner, withrespect to the General Partner Interest, after the issuance of the Aggregate Quantity of IDR Reset Common Units shall equal the Percentage Interest of the GeneralPartner, with respect to the General Partner Interest, prior to the issuance of the Aggregate Quantity of IDR Reset Common Units and the General Partner shall notbe obligated to make any additional Capital Contribution to the Partnership in order to maintain its Percentage Interest in connection therewith and shall be issuedan additional number of Notional General Partner Units as is required to maintain such Percentage Interest. The making of the IDR Reset Election in the mannerspecified in Section 5.10(b) shall cause the Minimum Quarterly Distribution to be reset in accordance with the provisions of Section 5.10(e) and, in connectiontherewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units on the basis specified above, withoutany further approval required by the General Partner or the Unitholders, at the time specified in Section 5.10(c) unless the IDR Reset Election is rescindedpursuant to Section 5.10(d) .

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(b) To exercise the right specified in Section 5.10(a) , the holder of the Incentive Distribution Rights (or, if there is more than one holder of theIncentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall deliver a written notice (the “ Reset Notice ”) to thePartnership. Within 10 Business Days after the receipt by the Partnership of such Reset Notice, the Partnership shall deliver a written notice to the holder or holdersof the Incentive Distribution Rights of the Partnership’s determination of the aggregate number of IDR Reset Common Units that each holder of IncentiveDistribution Rights will be entitled to receive.

(c) The holder or holders of the Incentive Distribution Rights will be entitled to receive the Aggregate Quantity of IDR Reset Common Units on thefifteenth Business Day after receipt by the Partnership of the Reset Notice; provided, however, that the issuance of IDR Reset Common Units to the holder orholders of the Incentive Distribution Rights shall not occur prior to the approval of the listing or admission for trading of such IDR Reset Common Units by theprincipal National Securities Exchange upon which the Common Units are then listed or admitted for trading if any such approval is required pursuant to the rulesand regulations of such National Securities Exchange.

(d) If the principal National Securities Exchange upon which the Common Units are then traded has not approved the listing or admission for tradingof the Common Units to be issued pursuant to this Section 5.10 on or before the 30th calendar day following the Partnership’s receipt of the Reset Notice and suchapproval is required by the rules and regulations of such National Securities Exchange, then the holder of the Incentive Distribution Rights (or, if there is more thanone holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right to either rescind theIDR Reset Election or elect to receive other Partnership Interests having such terms as the General Partner may approve, with the approval of a ConflictsCommittee, that will provide (i) the same economic value, in the aggregate, as the Aggregate Quantity of IDR Reset Common Units would have had at the time ofthe Partnership’s receipt of the Reset Notice, as determined by the General Partner, and (ii) for the subsequent conversion (on terms acceptable to the NationalSecurities Exchange upon which the Common Units are then traded) of such Partnership Interests into Common Units within not more than 12 months followingthe Partnership’s receipt of the Reset Notice upon the satisfaction of one or more conditions that are reasonably acceptable to the holder of the IncentiveDistribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive DistributionRights).

(e) The Minimum Quarterly Distribution shall be increased at the time of the issuance of Common Units or other Partnership Interests pursuant to thisSection 5.10 such that the Minimum Quarterly Distribution shall be reset to equal the average cash distribution amount per Common Unit for the two Quartersimmediately prior to the Partnership’s receipt of the Reset Notice.

Section 5.11 Establishment of Series A Preferred Units .

(a) General. The Partnership hereby designates and creates a series of Units to be designated as “ Series A-1 Convertible Preferred Units ” andconsisting of a total of 5,142,857 Series A-1 Preferred Units, and a series of Units to be designated as “ Series A-2 Convertible Preferred Units ” and consistingof a total of 2,571,429 Series A-2 Preferred Units, plus any additional Series A-1 Preferred Units and Series A-2 Preferred Units issued in kind as a

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distribution pursuant to Section 5.11(b)(ii) (“ Series A PIK Preferred Units ”), having the same rights, preferences and privileges, and subject to the same dutiesand obligations, as the Common Units, except as set forth in this Section 5.11 and in Section 5.5(d)(i) , Section 6.9 , and Section 12.9 . Series A-1 ConvertiblePreferred Units shall be issued as Series A PIK Preferred Units with respect to Series A-1 Convertible Preferred Units. Series A-2 Convertible Preferred Units shallbe issued as Series A PIK Preferred Units with respect to Series A-2 Convertible Preferred Units. As of March 30, 2015, all units previously issued as “ Series AConvertible Preferred Units ” shall be “ Series A-1 Convertible Preferred Units. ” The Series A-1 Convertible Preferred Units and Series A-2 ConvertiblePreferred Units, whether issued on a Series A Issuance Date or as Series A PIK Preferred Units, are referred to herein as “ Series A Preferred Units ” and as suchthe Series A-1 Convertible Preferred Units and the Series A-2 Convertible Preferred Units shall be considered pari passu as to allocations and distributions witheach other and with the Series C Convertible Preferred Units and the Series E Preferred Units. As of April 21, 2016, 9,499,370 Series A Preferred Units had beenissued. Other than with respect to Series A PIK Preferred Units, immediately following the Series A Issuance Date and thereafter, no additional Series A PreferredUnits shall be designated, created or issued without the prior written approval of the General Partner and the holders of a majority of the Outstanding Series APreferred Units.

(b) RightsofSeriesAPreferredUnits. The Series A Preferred Units shall have the following rights, preferences and privileges and shall be subject tothe following duties and obligations:

(i) Allocations.

(A) Notwithstanding anything to the contrary in Section 6.1(a) , (x) following any allocation made pursuant to Section 6.1(a)(i) andprior to any allocation made pursuant to Section 6.1(a)(ii) , any Net Income shall be allocated to all Unitholders holding Series A Preferred Units, ProRata, until the aggregate of the Net Income allocated to such Unitholders pursuant to this Section 5.11(b)(i)(A) for the current and all previous taxableperiods since issuance of the Series A Preferred Units is equal to the aggregate amount of cash distributed with respect to such Series A PreferredUnits for the current and previous taxable periods and (y) in no event shall any Net Income be allocated pursuant to Section 6.1(a)(ii) in respect ofSeries A Preferred Units. Allocations to Series A Preferred Units pursuant to this Section 5.11(b)(i)(A) , to Series C Preferred Units pursuant toSection 5.12(b)(i)(A) and to Series E Preferred Units pursuant to Section 5.13(b)(i)(A) shall be made Pro Rata.

(B) Notwithstanding anything to the contrary in Section 6.1(b) , (x) Unitholders holding Series A Preferred Units shall not receive anyallocation pursuant to Section 6.1(b)(i) with respect to their Series A Preferred Units, and (y) following any allocation made pursuant to Section 6.1(b)(i) and prior to any allocation made pursuant to Section 6.1(b)(ii) , Net Losses shall be allocated to all Unitholders holding Series A PreferredUnits, Pro Rata, until the Adjusted Capital Account of each such Unitholder in respect of each Outstanding Series A Preferred Unit has been reducedto zero. Allocations to Series A Preferred Units pursuant to this Section 5.11(b)(i)(B) , to Series C Preferred Units pursuant to Section 5.12(b)(i)(B)and to Series E Preferred Units pursuant to Section 5.13(b)(i)(B) shall be made Pro Rata.

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(C) Notwithstanding anything to the contrary in Section 6.1(c)(i) , (x) Unitholders holding Series A Preferred Units shall not receive anyallocation pursuant to Section 6.1(c)(i) with respect to their Series A Preferred Units, but (y) following any allocation made pursuant to Section 6.1(c)(i)(A) and prior to any allocation made pursuant to Section 6.1(c)(i)(B) , any remaining Net Termination Gain shall be allocated to all Unitholdersholding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series ALiquidation Value. Allocations to Series A Preferred Units pursuant to this Section 5.11(b)(i)(C) , to Series C Preferred Units pursuant to Section 5.12(b)(i)(C) and to Series E Preferred Units pursuant to Section 5.13(b)(i)(C) shall be made Pro Rata.

(D) Notwithstanding anything to the contrary in Section 6.1(c)(ii) , (x) Unitholders holding Series A Preferred Units shall not receive anyallocation pursuant to Section 6.1(c)(ii) with respect to their Series A Preferred Units, and (y) following the allocations made pursuant to Section 6.1(c)(ii)(B) , and prior to any allocation made pursuant to Section 6.1(c)(ii)(C) , any remaining Net Termination Loss shall be allocated to allUnitholders holding Series A Preferred Units, Pro Rata, until the Adjusted Capital Account in respect of each Outstanding Series A Preferred Unit hasbeen reduced to zero. Allocations to Series A Preferred Units pursuant to this Section 5.11(b)(i)(D) , to Series C Preferred Units pursuant to Section 5.12(b)(i)(D) and to Series E Preferred Units pursuant to Section 5.13(b)(i)(D) shall be made Pro Rata.

(ii) Distributions.

(A) Commencing with the Quarter ending on June 30, 2013, the holders of the Series A Preferred Units Outstanding as of an applicableRecord Date shall be entitled to receive cumulative distributions (each, a “ Series A Quarterly Distribution ”), prior to any other distributions madein respect of any Junior Interests pursuant to Section 6.4 or Section 6.5 , in the amount set forth in this Section 5.11(b)(ii)(A) in respect of eachOutstanding Series A Preferred Unit. All such distributions shall be paid Quarterly within forty-five (45) days after the end of each Quarter (each suchpayment date, a “ Series A Distribution Payment Date ”). For the Quarter ending June 30, 2013, and for each Quarter thereafter through andincluding the Quarter ending March 31, 2014, the Series A Quarterly Distribution on each Outstanding Series A Preferred Unit shall be paid asfollows: (i) a number of Series A PIK Preferred Units equal to the Series A PIK Payment Amount and (ii) $0.25 in cash (provided that for the Quarterin which the Series A Issuance Date occurs, the amount payable pursuant to this clause (ii) shall be an amount in cash equal to the product of (I) $0.25times (II) a fraction, of which the numerator is the number of days from and including the Series A Issuance Date to but excluding the date of suchQuarter’s end, and the denominator is 91). For the

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Quarter ending June 30, 2014, and for each Quarter thereafter through and including the Quarter ending immediately prior to the Quarter in which theMerger is consummated, the Series A Quarterly Distribution on each Outstanding Series A Preferred Unit shall be paid in a number of Series A PIKPreferred Units equal to the Series A Second PIK Payment Amount; provided that, in the discretion of the General Partner, which determination shallbe made prior to the Record Date for the relevant quarter, the Series A Quarterly Distribution may be paid as (x) an amount in cash up to the greater of(a) $0.50 and (b) the Series A Distribution Amount, and (y) a number of Series A PIK Preferred Units equal to (a) the remainder of (i) the greater of(I) $0.50 and (II) the Series A Distribution Amount less (ii) the amount of cash paid pursuant to clause (x), divided by (b) the Series A Adjusted IssuePrice. For the Quarter in which the Merger is consummated and each Quarter thereafter, the Series A Quarterly Distribution on each OutstandingSeries A Preferred Unit shall be paid in a number of Series A PIK Preferred Units equal to the Series A Third PIK Payment Amount; provided that, inthe discretion of the General Partner, which determination shall be made prior to the Record Date for the relevant Quarter, the Series A QuarterlyDistribution may be paid as (x) an amount in cash up to the greater of (a) $0.4125 and (b) the Series A Distribution Amount, and (y) a number ofSeries A PIK Preferred Units equal to the quotient of (a) the remainder of (i) the greater of (I) $0.4125 and (II) the Series A Distribution Amount less(ii) the amount of cash paid pursuant to clause (x), divided by (b) the Series A Adjusted Issue Price. If the Partnership establishes a Record Date forany distribution to be made by the Partnership on other Partnership Interests pursuant to Section 6.4 or Section 6.5 , then the Record Date establishedpursuant to this Section 5.11(b)(ii) for a Series A Quarterly Distribution in respect of any Quarter shall be the same Record Date established for anydistribution to be made by the Partnership in respect of distributions on other Partnership Interests pursuant to Section 6.4 or Section 6.5 for suchQuarter. Unless otherwise expressly provided, references in this Agreement to Series A Preferred Units shall include all Series A PIK Preferred UnitsOutstanding as of the date of such determination.

(B) When any Series A PIK Preferred Units are payable to a Record Holder of Series A Preferred Units pursuant to this Section 5.11 ,the Partnership shall issue the Series A PIK Preferred Units to such Record Holder no later than the Series A Distribution Payment Date (the date ofissuance of such Series A PIK Preferred Units, the “ Series A PIK Preferred Payment Date ”). On the Series A PIK Preferred Payment Date, thePartnership shall issue to such Series A Unitholder a Certificate or Certificates for the number of Series A PIK Preferred Units to which such Series AUnitholder shall be entitled. The issuance of the Series A PIK Preferred Units pursuant to this Section 5.11(b)(ii) shall be deemed to have been madeon the first day of the Quarter following the Quarter in respect of which such payment of Series A PIK Preferred Units was due. If, in violation of thisAgreement, the Partnership fails to pay in full or part any Series A Quarterly Distribution in kind when due, then the holders entitled to the unpaidSeries A PIK Preferred Units shall be entitled (I) to receive Series A Quarterly Distributions in subsequent Quarters in respect of such unpaid Series APIK

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Preferred Units, (II) to receive the Series A Liquidation Value in accordance with Section 5.11(b)(iv) in respect of such unpaid Series A PIKPreferred Units, and (III) to all other rights under this Agreement as if such unpaid Series A PIK Preferred Units had in fact been distributed on thedate due. Nothing in this Section 5.11(b)(ii)(B) shall alter the obligation of the Partnership to pay any unpaid Series A PIK Preferred Units or the rightof the holders of Series A Preferred Units to enforce this Agreement to compel the Partnership to distribute any unpaid Series A PIK Preferred Units.Fractional Series A PIK Preferred Units shall not be issued to any person (each fractional Series A PIK Preferred Unit shall be rounded to the nearestwhole Series A PIK Preferred Unit (and a 0.5 Series A PIK Preferred Unit shall be rounded up to the next higher Series A PIK Preferred Unit)).

(C) If, in violation of this Agreement, the Partnership fails to pay in full or part any Series A Quarterly Distribution in cash when due,then, without limiting any rights of the holders of the Series A Preferred Units to compel the Partnership to make such distribution, from and after thefirst date of such failure and continuing until such failure is cured by payment in full in cash of all arrearages with respect to any Series A QuarterlyDistribution payable in cash, including accrued but unpaid interest thereon, (w) the amount of such unpaid distributions (“ Series A Unpaid CashDistributions ”) will accrue and accumulate from and including the first day of the Quarter immediately following the Quarter in respect of whichsuch payment is due until paid in full, (x) any Series A Unpaid Cash Distribution shall accrue interest from the applicable Series A DistributionPayment Date at rate equal to 6.0% per annum, and (y) the Partnership shall not be permitted to, and shall not, declare or make (i) any distributions inrespect of any Junior Interests and (ii) any distributions in respect of any Series A Parity Securities.

(D) If all or any portion of a Series A Quarterly Distribution is to be paid in cash, then the aggregate amount of such cash to be sodistributed in respect of the Series A Preferred Units Outstanding as of the Record Date for such Series A Quarterly Distribution shall be paid out ofAvailable Cash prior to making any distribution pursuant to Section 6.4 or Section 6.5 . To the extent that any portion of a Series A QuarterlyDistribution to be paid in cash with respect to any Quarter, together with any portion of a Series C Quarterly Distribution and Series E QuarterlyDistribution to be paid in cash with respect to such Quarter, exceeds the amount of Available Cash for such Quarter, an amount of cash equal to theAvailable Cash for such Quarter will be paid to the Series A Unitholders, the Series C Unitholders and the Series E Unitholders Pro Rata and thebalance of such Series A Quarterly Distribution (and Series C Quarterly Distribution and Series E Quarterly Distribution) shall be unpaid and shallconstitute an arrearage and accrue interest as set forth in Section 5.11(b)(ii)(C) . The Partnership shall provide written notice to the Series AUnitholders, not later than the last Business Day of the month immediately following the end of such Quarter, describing in reasonable detail thePartnership’s calculation of Available Cash for such Quarter and the portion, if any, of the Series A Quarterly Distribution the Partnership will beunable to pay on the applicable Series A Distribution Payment Date.

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(E) Notwithstanding anything in this Section 5.11(b)(ii) to the contrary, with respect to Series A Preferred Units that are converted intoCommon Units, the holder thereof shall not be entitled to a Series A Preferred Unit distribution and a Common Unit distribution with respect to thesame period, but shall be entitled only to the distribution to be paid based upon the class of Units held as of the close of business on the applicableRecord Date. For the avoidance of doubt, if a Series A Conversion Notice Date occurs prior to the close of business on a Record Date for payment of adistribution on the Common Units, the applicable holder of Series A Preferred Units shall receive only the Common Unit distribution with respect tosuch period.

(F) Notwithstanding anything in Article VI to the contrary, neither the General Partner nor the holders of Incentive Distribution Rightsshall be entitled to receive distributions or allocations of income or gain that correspond or relate to amounts distributed or allocated to Unitholders inrespect of Series A Preferred Units, regardless of whether the amounts so distributed or allocated in respect of the Series A Preferred Units weredetermined under clause (ii) of the definition of “Series A Distribution Rate” or were otherwise determined on an “as converted” basis.

(iii) IssuanceofSeriesAPreferredUnits. The Series A-1 Convertible Preferred Units (excluding Series A-1 Convertible Preferred Units issuedas Series A PIK Preferred Units) shall be issued by the Partnership pursuant to the terms and conditions of the Contribution Agreement. The Series A-2Convertible Preferred Units (excluding Series A-2 Convertible Preferred Units issued as Series A PIK Preferred Units) shall be issued by the Partnershippursuant to the terms and conditions of the Series A-2 Convertible Preferred Unit Purchase Agreement between the Partnership and Magnolia InfrastructurePartners, LLC, dated as of March 30, 2015.

(iv) LiquidationValue. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange orother disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Unitsshall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any assignees, prior and in preference to anydistribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (other than Series C Preferred Unitsand Series E Preferred Units as to which the Series A Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect ofsuch Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange or other disposition of all or substantially all of the assetsof the Partnership, any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A LiquidationValue of such Series A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuantto this Agreement for such year and prior to any distribution

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pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units, Pro Rata, untilthe Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Liquidation Value (and no other allocation pursuant tothis Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the secondsentences of Section 5.12(b)(iv) and Section 5.13(b)(iv) . If in the year of such liquidation, dissolution or winding up any such Record Holder’s CapitalAccount in respect of such Series A Preferred Units is less than the aggregate Series A Liquidation Value of such Series A Preferred Units after theapplication of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in thisAgreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed bythe Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each suchOutstanding Series A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series A LiquidationValue (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with anyallocation made pursuant to the third sentences of Section 5.12(b)(iv) and Section 5.13(b)(iv) . At such time as such allocations have been made to theOutstanding Series A Preferred Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d) , as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the RecordHolders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued andunpaid as of the date of such distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by thePartnership to such other Partners or Assignees (other than Series C Preferred Units and Series E Preferred Units as to which the Series A Preferred Units arepari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any RecordHolder(s) of Series A Preferred Units.

(v) VotingRights.

(A) Except as provided in Section 5.11(b)(v)(B) below, the Outstanding Series A Preferred Units shall have voting rights that areidentical to the voting rights of the Common Units and shall vote with the Common Units as a single class, so that each Outstanding Series APreferred Unit will be entitled to one vote for each Common Unit into which such Series A Preferred Unit is then convertible on each matter withrespect to which each Common Unit is entitled to vote. Each reference in this Agreement to a vote of Record Holders of Common Units shall bedeemed to be a reference to the holders of Common Units, Series A Preferred Units, Series C Preferred Units and Series E Preferred Units on an “asif” converted basis, and the definition of “Unit Majority” shall correspondingly be construed to mean at least a majority of the Common Units, theSeries A Preferred Units, the Series C Preferred Units and the Series E Preferred Units, on an “as if” converted basis, voting together as a single classduring any period in which any Series A Preferred Units are Outstanding.

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(B) Notwithstanding any other provision of this Agreement, in addition to all other requirements imposed by Delaware law, and all othervoting rights granted under this Agreement, the affirmative vote of the Record Holders of a majority of the Outstanding Series A Preferred Units,voting separately as a class based upon one vote per Series A Preferred Unit, shall be necessary on any matter (including a merger, consolidation orbusiness combination) that adversely affects any of the rights, preferences and privileges of the Series A Preferred Units or amends or modifies any ofthe terms of the Series A Preferred Units; provided that the Partnership shall be able to amend this Section 5.11 without the approval by the RecordHolders of Outstanding Series A Preferred Units so long as the amendment does not adversely affect the holders of the Series A Preferred Units in anymaterial respect and does not affect the holders of the Series A Preferred Units disproportionately in relation to the holders of Common Units;provided, however, that the Partnership may, without the consent or approval of the Record Holders of Outstanding Series A Preferred Units, create(by reclassification or otherwise) and issue Junior Interests (including by amending the provisions of any existing class of Partnership Interests tomake such class of Partnership Interests a class of Junior Interests) in an unlimited amount. Without limiting the generality of the preceding sentence,any action shall be deemed to adversely affect the holders of the Series A Preferred Units in a material respect if such action would:

(1) reduce the Series A Distribution Rate, change the form of payment of distributions on the Series A Preferred Units, defer thedate from which distributions on the Series A Preferred Units will accrue, cancel accrued and unpaid distributions on the Series A PreferredUnits or any interest accrued thereon, or change the seniority rights of the Series A Unitholders as to the payment of distributions in relation tothe Unitholders of any other class or series of Units or, except as determined to be appropriate in connection with the issuance of JuniorInterests, amend this Section 5.11 ;

(2) reduce the amount payable or change the form of payment to the holders of the Series A Preferred Units upon the voluntaryor involuntary liquidation, dissolution or winding up, or sale of all or substantially all of the assets, of the Partnership, or change the seniorityof the liquidation preferences of the holders of the Series A Preferred Units in relation to the rights upon liquidation of the holders of any otherclass or series of Units;

(3) make the Series A Preferred Units redeemable or convertible at the option of the Partnership; or

(4) result in a Preferred Unit Change of Control.

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(vi) NoSeriesAParitySecuritiesorSeriesASeniorSecurities. Other than Series A PIK Preferred Units issued in connection with the Series AQuarterly Distribution, the Partnership shall not, without the affirmative vote of the holders of a majority of the Outstanding Series A Preferred Units, issueany Series A Parity Securities or Series A Senior Securities.

(vii) Certificates.

(A) The Series A Preferred Units shall be evidenced by Certificates in such form as the General Partner may approve and, subject to thesatisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignmentand transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act asthe registrar and transfer agent for the Series A Preferred Units. The Certificates evidencing Series A Preferred Units shall be separately identified andshall not bear the same CUSIP number as the Certificates evidencing Common Units.

(B) The certificate(s) representing the Series A Preferred Units may be imprinted with a legend in substantially the following form (but, ifoutstanding as of the date of this Agreement, may refer to the Fourth A/R Partnership Agreement or Fifth A/R Partnership Agreement):

“NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AREGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO ANEXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVED DOCUMENTATIONREASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THISSECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SIXTH AMENDED AND RESTATEDLIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF [•], 2017, A COPY OF WHICH MAY BE OBTAINEDFROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.”

(viii) Conversion.

(A) AttheOptionoftheSeriesAUnitholder. At any time and from time to time after January 1, 2014, subject to any applicablelimitations in the New Credit Agreement, the Series A Preferred Units owned by any Series A Unitholder shall be convertible, in whole or in part,upon the request of the Series A Unitholder into a number of Common Units determined by multiplying the

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number of Series A Preferred Units to be converted by the Series A Conversion Rate. Immediately upon any conversion of Series A Preferred Units,all rights of the Series A Converting Unitholder in respect thereof shall cease, including, without limitation, any accrual of distributions, and suchSeries A Converting Unitholder shall be treated for all purposes as the owner of Common Units. Fractional Common Units shall not be issued to anyperson pursuant to this Section 5.11(b)(viii)(A) (each fractional Common Unit shall be rounded to the nearest whole Common Unit (and a 0.5Common Unit shall be rounded up to the next higher Common Unit)).

(B) ConversionNotice. To convert Series A Preferred Units into Common Units pursuant to Section 5.11(b)(viii)(A) , the Series AConverting Unitholder shall give written notice (a “ Series A Conversion Notice ”) to the Partnership in the form of Exhibit B attached hereto statingthat such Series A Unitholder elects to so convert Series A Preferred Units and shall state therein with respect to Series A Preferred Units to beconverted pursuant to Section 5.11(b)(viii)(A) the following: (a) the number of Series A-1 Convertible Preferred Units and the number of Series A-2Convertible Preferred Units to be converted, (b) the Certificate(s) evidencing the Series A Preferred Units to be converted and duly endorsed, (c) thename or names in which such Series A Unitholder wishes the Certificate or Certificates for Series A Conversion Units to be issued, and (d) such SeriesA Unitholder’s computation of the number of Series A Conversion Units to be received by such Series A Unitholder (or designated recipient(s)) uponthe Series A Conversion Date. The date any Series A Conversion Notice is received by the Partnership shall be hereinafter be referred to as a “ SeriesA Conversion Notice Date. ”

(C) Timing;Certificates. If a Series A Conversion Notice is delivered by a Series A Unitholder to the Partnership in accordance withSection 5.11(b)(viii)(B) , the Partnership shall issue the Series A Conversion Units no later than seven (7) days after a Series A Conversion NoticeDate (any date of issuance of such Common Units, a “ Series A Conversion Date ”). On the Series A Conversion Date, the Partnership shall issue tosuch Series A Unitholder (or designated recipient(s)) a Certificate or Certificates for the number of Series A Conversion Units to which such holdershall be entitled. In lieu of delivering physical Certificates representing the Series A Conversion Units issuable upon conversion of Series A PreferredUnits, provided the Transfer Agent is participating in the Depository’s Fast Automated Securities Transfer program, upon request of the Series AUnitholder, the Partnership shall use its commercially reasonable efforts to cause its Transfer Agent to electronically transmit the Series A ConversionUnits issuable upon conversion or distribution payment to such Series A Unitholder (or designated recipient(s)), by crediting the account of the SeriesA Unitholder (or designated recipient(s)) prime broker with the Depository through its Deposit Withdrawal Agent Commission system. The partiesagree to coordinate with the Depository to accomplish this objective. Upon issuance of Series A Conversion Units to the Series A ConvertingUnitholder, all rights under the converted Series A Preferred Units shall cease, and such Series A Converting Unitholder shall be treated for allpurposes as the Record Holder of such Series A Conversion Units.

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(D) Distributions,Combinations,SubdivisionsandReclassificationsbythePartnership. If the Partnership (i) makes a distribution on itsCommon Units in Common Units, (ii) subdivides or splits its outstanding Common Units into a greater number of Common Units, (iii) combines orreclassifies its Common Units into a smaller number of Common Units or (iv) issues by reclassification of its Common Units any Partnership Interests(including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person),then the Series A Conversion Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split,combination, or reclassification shall be proportionately adjusted so that the conversion of the Series A Preferred Units after such time shall entitleeach Series A Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would havebeen combined, consolidated, merged or reclassified pursuant to clauses (iii) and (iv) above) that such Series A Unitholder would have been entitled toreceive if the Series A Preferred Units had been converted into Common Units immediately prior to such Record Date or effective date, as the casemay be, and in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shallprovide effective provisions to ensure that the provisions in this Section 5.11 relating to the Series A Preferred Units shall not be abridged or amendedand that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights,and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. Anadjustment made pursuant to this Section 5.11(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution andshall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification inconnection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split. Such adjustment shall bemade successively whenever any event described above shall occur.

If, in the future, the Partnership issues any options, warrants, or other rights to purchase Common Units, or Partnership Interests exercisable orconvertible into or exchangeable for Common Units (or options, warrants, or other rights to purchase any such Partnership Interests that areexercisable or convertible into or exchangeable for Common Units) other than any such options, warrants or other rights issued pursuant to any LongTerm Incentive Plan (herein collectively, “ Convertible Securities ”), the General Partner shall, at the direction and at the option of the holders of amajority of the Outstanding Series A Preferred Units in their sole discretion, either (i) amend the provisions of this Agreement relating to antidilutionprotection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities

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(or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or anyrelated purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchaseagreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement morefavorable to the holders of Series A Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution ofdocumentation relating to such Convertible Securities, or (ii) retain the antidilution language applicable to the Series A Preferred Units at such time.The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentationrelating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten(10) Business Days prior to such issuance and/or execution).

(E) Follow-OnAdjustments. Except in connection with the issuance of the Series C Warrant or the exercise of any Warrant, if thePartnership shall issue or sell, or grant any Common Units or Convertible Securities at an indicative per Common Unit price (the “ Follow-On Price,” and such Common Units or Convertible Securities so issued, sold or granted, on an as-converted basis, the “ Follow-On Units ”) that is less than onehundred percent (100%) of the Series A Adjusted Issue Price, then the Series A Conversion Rate will be reset so that it will equal the numberdetermined by dividing the Series A Adjusted Issue Price immediately before the issuance of the Follow-On Units by the result achieved throughapplication of the following formula:

((CP x OB) + (FP x Q)) / OA

Where:

CP = the Series A Adjusted Issue Price in effect immediately before the issuance of the Follow-On Units

FP = the Follow-On Price

OB = the total number of fully diluted Common Units outstanding before the issuance of the Follow-On Units

Q = the total number of fully diluted Follow-On Units issued

OA = the total number of fully diluted Common Units outstanding after giving effect to the issuance of the Follow-On Units.

For purposes of this Section 5.11(b)(viii)(E) , the indicative price per Common Unit resulting from the issuance of Convertible Securities will bedetermined using the principles set forth in Section 5.11(b)(viii)(H)(3) .

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(F) OtherExtraordinaryTransactionsAffectingthePartnership.

(1) Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other businesscombination (not otherwise addressed in Section 5.11(b)(viii)(D) above) in which the holders of Common Units are to receive securities, cashor other assets (a “ Partnership Event ”), the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) BusinessDays prior to the consummation of the Partnership Event, make an irrevocable written offer (a “ Series A Partnership Event Change ofControl Offer ”), subject to consummation of the Partnership Event, to each holder of Series A Preferred Units to redeem all (but not lessthan all) of such holder’s Series A Preferred Units for a price per Series A Preferred Unit payable in cash equal to the greater of (x) the SeriesA Liquidation Value for each Series A Preferred Unit and (y) an amount equal to the product of (1) the number of Common Units into whicheach Series A Preferred Unit is convertible pursuant to Section 5.11(b)(viii) on the day immediately prior to the date of the Series APartnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders ofCommon Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to bedistributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “ Series A Partnership Event Payment”).

(2) Upon receipt by a Series A Unitholder of a Series A Partnership Event Change of Control Offer, such Series A Unitholdermay elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series APartnership Event Change of Control Offer, to receive Series A Survivor Preferred Securities (as defined below) pursuant to this Section 5.11(b)(viii)(F)(2) in lieu of a Series A Partnership Event Payment. Upon receipt of such Series A Unitholder’s election to receive Series ASurvivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any PartnershipEvent, make appropriate provision to ensure that such electing holders of Series A Preferred Units receive in such Partnership Event apreferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalentto the provisions set forth in this Agreement with respect to the Series A Preferred Units, including Section 5.11 and Section 7.3 hereof,without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation andcompounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations orrestrictions thereon, that the Series A Preferred Unit had immediately prior to such Partnership Event (the

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“ Series A Survivor Preferred Security ”). The Series A Conversion Rate in effect at the time of the effective date of such Partnership Eventshall be proportionately adjusted so that the conversion of a unit of Series A Survivor Preferred Security after such time shall entitle the holderto the number of securities or amount of cash or other assets which, if a Series A Preferred Unit had been converted into Common Unitsimmediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event.Subsequent adjustments to the Conversion Price of the Series A Survivor Preferred Security shall be made successively thereafter wheneverany event described in Section 5.11(b)(viii)(D) , Section 5.11(b)(viii)(E) or this Section 5.11(b)(viii)(F) shall occur. Notwithstanding theforegoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series APreferred Units receive a Series A Partnership Event Payment or Series A Survivor Preferred Security, as applicable, with respect to suchPartnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of theOutstanding Series A Preferred Units.

(3) A Series A Partnership Event Change of Control Offer shall be mailed to each Series A Unitholder and shall describe thetransaction or transactions that constitute the Partnership Event and state:

i) that the Series A Partnership Event Change of Control Offer is being made pursuant to this Section 5.11(b)(viii)(F) and that the Partnership is making an offer to redeem all Series A Preferred Units of such Unitholder (subject to theconsummation of the Partnership Event);

ii) the amount of the Series A Partnership Event Payment and the redemption date, which shall be the date on whichthe Partnership Event is consummated or as soon thereafter as practicable (the “ Series A Partnership Event Payment Date ”);and

iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the PartnershipEvent.

On the Series A Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of SeriesA Preferred Units that accepts the Series A Partnership Event Change of Control Offer an amount in cash equal to such holder’sapplicable Series A Partnership Event Payment, and all of such holder’s rights and privileges under the Series A Preferred Units or as aSeries A Unitholder shall be extinguished.

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(G) Notwithstanding any of the other provisions of this Section 5.11(b)(viii) , no adjustment shall be made to the Series A ConversionRate pursuant to Section 5.11(b)(viii)(D)-(F) as a result of any of the following:

(1) the grant of Common Units or options, warrants or rights to purchase Common Units or the issuance of Common Units uponthe exercise of any such options, warrants or rights to employees, officers or directors of the General Partner or the Partnership and itsSubsidiaries in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans andagreements approved in good faith by the General Partner (including any Long Term Incentive Plan); provided that, in the case of options,warrants or rights to purchase Common Units, the exercise price per Common Unit shall not be less than the Closing Price on the date suchoption, warrant or other right is issued;

(2) the issuance of any Common Units as all or part of the consideration to effect (i) the closing of any acquisition by thePartnership of assets of an unrelated third party in an arm’s-length transaction or (ii) the consummation of a merger, consolidation or otherbusiness combination of the Partnership with or into another entity to the extent such transaction(s) is or are validly approved by the vote orconsent of the General Partner; and

(3) the issuance of Partnership Interests for which an adjustment is made under another provision of this Section 5.11(b)(viii) .

(H) The following rules shall apply for purposes of this Section 5.11(b)(viii) :

(1) In the case of the issuance or sale (or deemed issuance or sale) of Common Units for cash, the consideration shall be deemedto be the amount of cash paid therefor before deducting any reasonable underwriting discounts or placement agent fees, commissions or theexpenses allowed, paid or incurred by the Partnership for any underwriting or placement agent or otherwise in connection with the issuanceand sale thereof.

(2) In the case of the issuance or sale (or deemed issuance or sale) of Common Units for consideration in whole or in part otherthan cash, the consideration other than cash shall be valued at the Agreed Value thereof;

(3) In the case of the issuance or sale of Convertible Securities, the following provisions shall apply for all purposes of thisSection 5.11(b)(viii)(H) :

i) The aggregate maximum number of Common Units deliverable upon exercise (assuming the

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satisfaction of any conditions to exercisability, including, without limitation, the passage of time, but without taking into accountpotential antidilution adjustments) of options or warrants to purchase or rights to subscribe for Common Units shall be deemed tohave been issued at the time such options, warrants or rights were issued and for consideration equal to the consideration(determined in the manner provided in this Section 5.11(b)(viii)(H) ), if any, received by the Partnership upon the issuance ofsuch options, warrants or rights plus the minimum exercise price provided in such options, warrants or rights (without taking intoaccount potential antidilution adjustments) for the Common Units covered thereby.

ii) The aggregate maximum number of Common Units deliverable upon conversion of or in exchange (assuming thesatisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but withouttaking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise ofoptions or warrants to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversionor exchange thereof shall be deemed to have been issued at the time such securities were issued or such options, warrants orrights were issued and for a consideration equal to the consideration, if any, received by the Partnership for any such securities oroptions, warrants or rights, plus the minimum additional consideration, if any, to be received by the Partnership (without takinginto account potential antidilution adjustments) upon the conversion or exchange of such securities or upon the exercise of suchoptions, warrants or rights and subsequent conversion or exchange of the underlying convertible or exchangeable securities, asappropriate (the consideration in each case to be determined in the manner provided in this Section 5.11(b)(viii) ).

iii) In the event of any change in (x) the number of Common Units deliverable or (y) the consideration payable tothe Partnership upon exercise of such options, warrants or rights with respect to either Common Units or such convertible orexchangeable securities or upon conversion of or in exchange for such convertible or exchangeable securities and not otherwiseentitled to any appropriate antidilution adjustment pursuant to this Section 5.11 , including, but not limited to, a change resultingfrom

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the antidilution provisions thereof, the Series A Conversion Rate, to the extent in any way affected by or computed using suchoptions, warrants, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for theactual issuance of Common Units or any payment of such consideration upon the exercise of any such options, warrants or rightsor the conversion or exchange of such securities.

iv) Upon the expiration of any such options, warrants or rights with respect to either Common Units or suchconvertible or exchangeable securities or the termination of any such rights to convert or exchange, the Series A ConversionRate, to the extent in any way affected by or computed using such options, warrants, rights or securities shall be recomputed toreflect the issuance of only the number of Common Units actually issued upon the exercise of such options, warrants or rightswith respect to Common Units, upon the conversion or exchange of such securities, or the number of Common Units issuableupon conversion or exchange of the convertible or exchangeable securities that were actually issued upon exercise of options,warrants or rights related to such securities.

v) the number of Common Units deemed issued and the consideration deemed paid therefor pursuant to Section 5.11(b)(viii)(H)(3)i) and ii) shall be appropriately adjusted to reflect any change, termination or expiration of the type describedin either Section 5.11(b)(viii)(H)(3)iii) or iv) .

(4) Notwithstanding any of the other provisions of this Section 5.11(b)(viii)(H) , no adjustment shall be made to the number ofCommon Units issuable upon conversion of the Series A Preferred Units or the Series A Conversion Rate as a result of an event for which anadjustment is made under another provision of this Section 5.11(b)(viii)(H) .

(5) For purposes of this Section 5.11(b)(viii) , no adjustment to the Series A Conversion Rate shall be made in an amount lessthan 1/100th of one cent per Unit; providedthat any adjustments that are not required to be made by reason of this sentence shall be carriedforward and shall be taken into account in any subsequent adjustment made.

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(I) In the event of any taking by the Partnership of a Record Date of the holders of any class of Partnership Interests for the purpose ofdetermining the holders thereof who are entitled to receive any distribution thereon, any security or right convertible into or entitling the holder thereofto receive additional Common Units, or any right to subscribe for, purchase or otherwise acquire any Partnership Interests or any other securities orproperty of the Partnership, or to receive any other right, the Partnership shall notify each holder of Series A Preferred Units at least fifteen (15) daysprior to the Record Date, of which any such Record Date is to be taken for the purpose of such distribution, security or right and the amount andcharacter of such distribution, security or right; provided, however, that the foregoing requirement shall be deemed satisfied with respect to anyholder of Series A Preferred Units if at least fifteen (15) days prior to the Record Date, the Partnership shall have issued a press release which shall beposted on the Partnership’s website and carried by one or more wire services, containing the required information.

(J) The Partnership shall pay any and all issue, documentary, stamp and other taxes, excluding any income, franchise, property or similartaxes, that may be payable in respect of any issue or delivery of Series A Conversion Units on conversion of, or payment of distributions on, Series APreferred Units pursuant hereto. However, the holder of any Series A Preferred Units shall pay any tax that is due because the Series A ConversionUnits issuable upon conversion thereof or distribution payment thereon are issued in a name other than such Series A Unitholder’s name.

(K) The Partnership agrees that it will act in good faith to make any adjustment(s) required by this Section 5.11(b)(viii) equitably and insuch a manner as to afford the Series A Unitholders the benefits of the provisions hereof, and will not take any action that could reasonably beexpected to deprive such Series A Unitholders of the benefit hereof.

(ix) Remarketing. If any Series A Unitholder approaches the Partnership with a desire to sell more than 250,000 Series A Preferred Units, orSeries A Conversion Units underlying such Series A Preferred Units having equivalent economic value (based on the sum of the Series A Issue Price of theSeries A Preferred Units and all accrued and accumulated but unpaid distributions on such Series A Preferred Units), the Partnership shall, upon the requestof such Series A Unitholder, cooperate reasonably with such Series A Unitholder to provide information requested by potential purchasers to potentialpurchasers, to make the Partnership’s management reasonably available by telephone and to confirm that the Partnership has made all requisite filingsrequired under the Exchange Act; providedthat, prior to providing any information requested or conducting any telephonic discussions, such potentialpurchasers enter into a customary non-disclosure agreement in respect of such information provided by the Partnership in a form reasonably acceptable to thePartnership.

(x) TaxEstimates. Upon receipt of a written request from any Series A Unitholder stating the number of Series A Preferred Units owned bysuch holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at thePartnership’s expense, and the second at the

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expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series A Unitholder with a good faith estimate (and reasonablesupporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership property such that, if such Series A Unitholderconverted its Series A Preferred Units pursuant to Section 5.11(b)(viii)(A) and such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(iii) , such holder’s Capital Account in respect of its converted Series A Preferred Units would be equal to the Per Unit Capital Amount for a thenOutstanding Common Unit (other than a Series A Conversion Unit received in connection with such conversion of a Series A Preferred Unit).

(xi) FullyPaidandNonassessable. Any Series A Conversion Unit(s) delivered pursuant to this Section 5.11 shall be validly issued, fully paidand nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), freeand clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereof.

(xii) ListingofCommonUnits. The Partnership will procure, at its sole expense, the listing of the Series A Conversion Units issuable uponconversion of the Series A Preferred Units, subject to issuance or notice of issuance on any National Securities Exchange on which the Common Units arelisted or admitted to trading.

(c) CallRightonSeriesA-2ConvertiblePreferredUnits. At any time after January 1, 2016, in connection with the consummation of a Drop DownEvent (as defined below) the Partnership may exercise the right (the “ Series A-2 Call Right ”), but shall have no obligation, to require the holder or holders of theSeries A-2 Convertible Preferred Units (the “ Series A-2 Holders ”) to sell, assign and transfer all or a portion of the then outstanding Series A-2 ConvertiblePreferred Units to the Partnership in accordance with this Section 5.11(c) . The Partnership may exercise the Series A-2 Call Right with respect to any Series A-2Convertible Preferred Unit unless: (A) the exercise of the Series A-2 Call Right would result in a default under any applicable financing agreements, or otherfinancing obligations of the Partnership or any of its Affiliates, or would otherwise be prohibited by any securities or other applicable law or (B) a Series A-2Holder has delivered, on or prior to the date of the Series A-2 Call Exercise Notice (as defined below), a Series A Conversion Notice with respect to such Series AConvertible Preferred Unit (and then no Series A-2 Call Right may be made as to such Series A-2 Convertible Preferred Unit).

(i) A “ Drop Down Event ” shall mean an acquisition by the Partnership or one of its Affiliates from Arclight Energy Partners Fund V, L.P. orone of its Affiliates of assets or equity in a Person or Persons for a purchase price in excess of $100 million.

(ii) The purchase price to be paid by the Partnership in connection with the exercise of the Series A-2 Call Right shall be $17.50 per Series A-2Convertible Preferred Unit acquired pursuant to the Series A-2 Call Right (subject to appropriate adjustment for any equity distribution, subdivision orcombination of Partnership Interests).

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(iii) If the Partnership elects to exercise the Series A-2 Call Right, the Partnership shall deliver a written notice (the “ Series A-2 Call ExerciseNotice ”) to the Series A-2 Holders informing the Series A-2 Holders of the Partnership’s intention to exercise its Series A-2 Call Right. The Series A-2 CallExercise Notice shall include a certificate in substantially the form attached hereto as Annex A , setting forth (A) the number of Series A-2 ConvertiblePreferred Units held by each Series A-2 Holder, (B) the number of Series A-2 Convertible Preferred Units with respect to which the Series A-2 Call Right isbeing exercised, (C) the bank account information for wire transfer of the purchase price or address for delivery of the purchase price by check, and (D) theclosing date for the purchase (the “ Series A-2 Call Closing Date ”), which shall be no earlier than 10 days or later than 30 days after the date of the SeriesA-2 Call Exercise Notice. If any Series A-2 Holder does not notify the Partnership of a change to the bank account information or address for delivery of thepurchase prices set forth in Annex A prior to the date that is two days before the Series A-2 Call Closing Date, the Partnership shall wire or deliver to eachSeries A-2 Holder its portion of the purchase price in immediately available funds to such bank account or address set forth on Annex A .

(iv) The Series A-2 Call Right may be exercised as to any portion of the outstanding Series A-2 Convertible Preferred Units outstanding at thetime a Series A-2 Call Exercise Notice is delivered, but must be exercised pro-rata as to all Series A-2 Convertible Preferred Units subject to the Series A-2Call Right.

(v) At the closing of the Series A-2 Call Right, (A) the Partnership shall deliver to each Series A-2 Holder subject thereto a certificate executedon behalf of the Partnership in the form attached hereto as Annex B , and (B) each such Series A-2 Holder shall deliver to the Partnership a certificateexecuted by such Series A-2 Holder in the form attached hereto as Annex C , the certificates representing the Series A-2 Convertible Preferred Units withtransfer powers, executed in blank, or, if uncertificated, transfer powers executed in blank, and such other documentation as may reasonably be requested bythe Partnership.

Section 5.12 Establishment of Series C Preferred Units .

(a) General. The Partnership hereby designates and creates a series of Units to be designated as “ Series C Convertible Preferred Units ” andconsisting of a total of 8,571,429 Series C Preferred Units, plus any additional Series C Preferred Units issued in kind as a distribution pursuant to Section 5.12(b)(ii) (“ Series C PIK Preferred Units ”), having the same rights, preferences and privileges, and subject to the same duties and obligations, as the Common Units,except as set forth in this Section 5.12 and in Section 5.5(d)(i) , Section 6.9 , and Section 12.9 . The Series C Convertible Preferred Units, whether issued on theSeries C Issuance Date or as Series C PIK Preferred Units, are referred to herein as “ Series C Preferred Units. ” The Series C Preferred Units shall be consideredpari passu as to allocations and distributions with the Series A Preferred Units and Series E Preferred Units. Other than with respect to Series C PIK PreferredUnits, immediately following the Series C Issuance Date and thereafter, no additional Series C Preferred Units shall be designated, created or issued without theprior written approval of the General Partner and the holders of a majority of the Outstanding Series C Preferred Units.

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(b) RightsofSeriesCPreferredUnits. The Series C Preferred Units shall have the following rights, preferences and privileges and shall be subject tothe following duties and obligations:

(i) Allocations.

(A) Notwithstanding anything to the contrary in Section 6.1(a) , (x) following any allocation made pursuant to Section 6.1(a)(i) andprior to any allocation made pursuant to Section 6.1(a)(ii) , any Net Income shall be allocated to all Unitholders holding Series C Preferred Units, ProRata, until the aggregate of the Net Income allocated to such Unitholders pursuant to this Section 5.12(b)(i)(A) for the current and all previous taxableperiods since issuance of the Series C Preferred Units is equal to the aggregate amount of cash distributed with respect to such Series C PreferredUnits for the current and previous taxable periods and (y) in no event shall any Net Income be allocated pursuant to Section 6.1(a)(ii) in respect ofSeries C Preferred Units. Allocations to Series C Preferred Units pursuant to this Section 5.12(b)(i)(A) , to Series A Preferred Units pursuant toSection 5.11(b)(i)(A) , and to Series E Preferred Units pursuant to Section 5.13(b)(i)(A) shall be made Pro Rata.

(B) Notwithstanding anything to the contrary in Section 6.1(b) , (x) Unitholders holding Series C Preferred Units shall not receive anyallocation pursuant to Section 6.1(b)(i) with respect to their Series C Preferred Units, and (y) following any allocation made pursuant to Section 6.1(b)(i) and prior to any allocation made pursuant to Section 6.1(b)(ii) , Net Losses shall be allocated to all Unitholders holding Series C PreferredUnits, Pro Rata, until the Adjusted Capital Account of each such Unitholder in respect of each Outstanding Series C Preferred Unit has been reducedto zero. Allocations to Series C Preferred Units pursuant to this Section 5.12(b)(i)(B) , to Series A Preferred Units pursuant to Section 5.11(b)(i)(B) ,and to Series E Preferred Units pursuant to Section 5.13(b)(i)(B) shall be made Pro Rata.

(C) Notwithstanding anything to the contrary in Section 6.1(c)(i) , (x) Unitholders holding Series C Preferred Units shall not receive anyallocation pursuant to Section 6.1(c)(i) with respect to their Series C Preferred Units, but (y) following any allocation made pursuant to Section 6.1(c)(i)(A) and prior to any allocation made pursuant to Section 6.1(c)(i)(B) , any remaining Net Termination Gain shall be allocated to all Unitholdersholding Series C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit is equal to the Series CLiquidation Value. Allocations to Series C Preferred Units pursuant to this Section 5.12(b)(i)(C) , to Series A Preferred Units pursuant to Section 5.11(b)(i)(C) , and to Series E Preferred Units pursuant to Section 5.13(b)(i)(C) shall be made Pro Rata.

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(D) Notwithstanding anything to the contrary in Section 6.1(c)(ii) , (x) Unitholders holding Series C Preferred Units shall not receive anyallocation pursuant to Section 6.1(c)(ii) with respect to their Series C Preferred Units, and (y) following the allocations made pursuant to Section 6.1(c)(ii)(B) , and prior to any allocation made pursuant to Section 6.1(c)(ii)(C) , any remaining Net Termination Loss shall be allocated to allUnitholders holding Series C Preferred Units, Pro Rata, until the Adjusted Capital Account in respect of each Outstanding Series C Preferred Unit hasbeen reduced to zero. Allocations to Series C Preferred Units pursuant to this Section 5.12(b)(i)(D) , to Series A Preferred Units pursuant to Section 5.11(b)(i)(D) , and to Series E Preferred Units pursuant to Section 5.13(b)(i)(D) shall be made Pro Rata.

(ii) Distributions.

(A) Commencing with the Quarter ending on June 30, 2016, the holders of the Series C Preferred Units Outstanding as of an applicableRecord Date shall be entitled to receive cumulative distributions (each, a “ Series C Quarterly Distribution ”), prior to any other distributions madein respect of any Junior Interests pursuant to Section 6.4 or Section 6.5 , in the amount set forth in this Section 5.12(b)(ii)(A) in respect of eachOutstanding Series C Preferred Unit. All such distributions shall be paid Quarterly within forty-five (45) days after the end of each Quarter (each suchpayment date, a “ Series C Distribution Payment Date ”). For the Quarter ending June 30, 2016, and for each Quarter thereafter through andincluding the Quarter ending December 31, 2018, in the discretion of the General Partner, and upon the consent of the Series C Unitholder, the SeriesC Quarterly Distribution on each Outstanding Series C Preferred Unit may be paid partially or entirely in a number of Series C PIK Preferred Unitsequal to the Series C PIK Payment Amount. Otherwise, during such period, the Series C Quarterly Distribution on each Outstanding Series CPreferred Unit shall be paid in cash at the Series C Distribution Rate per Series C Preferred Unit (which, if paid in cash for the Quarter in which theSeries C Issuance Date occurs, the amount payable shall be equal to the product of (I) the amount payable without regard to this parenthetical times(II) a fraction, of which the numerator is the number of days from and including the Series C Issuance Date to but excluding the date of such Quarter’send, and the denominator is 91). With respect to the Quarter ending March 31, 2019 and all Quarters thereafter, the Series C Quarterly Distributionsshall be paid entirely in cash at the Series C Distribution Rate per Series C Preferred Unit. If the Partnership establishes a Record Date for anydistribution to be made by the Partnership on other Partnership Interests pursuant to Section 6.4 or Section 6.5 , then the Record Date establishedpursuant to this Section 5.12(b)(ii)(A) for a Series C Quarterly Distribution in respect of any Quarter shall be the same Record Date established forany distribution to be made by the Partnership in respect of distributions on other Partnership Interests pursuant to Section 6.4 or Section 6.5 for suchQuarter. Unless otherwise expressly provided, references in this Agreement to Series C Preferred Units shall include all Series C PIK Preferred UnitsOutstanding as of the date of such determination.

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(B) When any Series C PIK Preferred Units are payable to a Record Holder of Series C Preferred Units pursuant to this Section 5.12 , thePartnership shall issue the Series C PIK Preferred Units to such Record Holder no later than the Series C Distribution Payment Date (the date ofissuance of such Series C PIK Preferred Units, the “ Series C PIK Preferred Payment Date ”). On the Series C PIK Preferred Payment Date, thePartnership shall issue to such Series C Unitholder a Certificate or Certificates for the number of Series C PIK Preferred Units to which such Series CUnitholder shall be entitled. The issuance of the Series C PIK Preferred Units pursuant to this Section 5.12(b)(ii) shall be deemed to have been madeon the first day of the Quarter following the Quarter in respect of which such payment of Series C PIK Preferred Units was due. Prior to the Series CCoupon Conversion Quarter, if, in violation of this Agreement, the Partnership fails to pay in full or part any Series C Quarterly Distribution in kindwhen due, then the holders entitled to the unpaid Series C PIK Preferred Units shall be entitled (I) to receive Series C Quarterly Distributions insubsequent Quarters in respect of such unpaid Series C PIK Preferred Units, (II) to receive the Series C Liquidation Value in accordance with Section 5.12(b)(iv) in respect of such unpaid Series C PIK Preferred Units, and (III) to all other rights under this Agreement as if such unpaid Series C PIKPreferred Units had in fact been distributed on the date due. Nothing in this Section 5.12(b)(ii)(B) shall alter the obligation of the Partnership to payany unpaid Series C PIK Preferred Units or the right of the holders of Series C Preferred Units to enforce this Agreement to compel the Partnership todistribute any unpaid Series C PIK Preferred Units. Fractional Series C PIK Preferred Units shall not be issued to any person (each fractional Series CPIK Preferred Unit shall be rounded to the nearest whole Series C PIK Preferred Unit (and a 0.5 Series C PIK Preferred Unit shall be rounded up tothe next higher Series C PIK Preferred Unit)).

(C) If, in violation of this Agreement, the Partnership fails to pay in full or part any Series C Quarterly Distribution in cash when due,then, without limiting any rights of the holders of the Series C Preferred Units to compel the Partnership to make such distribution, from and after thefirst date of such failure and continuing until such failure is cured by payment in full in cash of all arrearages with respect to any Series C QuarterlyDistribution, including accrued but unpaid interest thereon, (w) the amount of such unpaid distributions (“ Series C Unpaid Cash Distributions ”)will accrue and accumulate from and including the first day of the Quarter immediately following the Quarter in respect of which such payment is dueuntil paid in full, (x) any Series C Unpaid Cash Distribution shall accrue interest from the applicable Series C Distribution Payment Date at rate equalto 11.79% per annum, and (y) the Partnership shall not be permitted to, and shall not, declare or make (i) any distributions in respect of any JuniorInterests and (ii) any distributions in respect of any Series C Parity Securities.

(D) If all or any portion of a Series C Quarterly Distribution is to be paid in cash, then the aggregate amount of such cash to be sodistributed in respect of the Series C Preferred Units Outstanding as of the Record Date for such Series C Quarterly Distribution shall be paid out ofAvailable Cash prior to making any distribution pursuant to Section 6.4 or Section 6.5 . To the extent that

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any portion of a Series C Quarterly Distribution to be paid in cash with respect to any Quarter, together with any portion of a Series A QuarterlyDistribution and Series E Quarterly Distribution to be paid in cash with respect to such Quarter, exceeds the amount of Available Cash for suchQuarter, an amount of cash equal to the Available Cash for such Quarter will be paid to the Series A Unitholders, the Series C Unitholders and theSeries E Unitholders Pro Rata and the balance of such Series C Quarterly Distribution (and Series A Quarterly Distribution and Series E QuarterlyDistribution) shall be unpaid and shall constitute an arrearage and accrue interest as set forth in Section 5.12(b)(ii)(C) . The Partnership shall providewritten notice to the Series C Unitholders, not later than the last Business Day of the month immediately following the end of such Quarter, describingin reasonable detail the Partnership’s calculation of Available Cash for such Quarter and the portion, if any, of the Series C Quarterly Distribution thePartnership will be unable to pay on the applicable Series C Distribution Payment Date.

(E) Notwithstanding anything in this Section 5.12(b)(ii) to the contrary, with respect to Series C Preferred Units that are converted intoCommon Units, the holder thereof shall not be entitled to a Series C Preferred Unit distribution and a Common Unit distribution with respect to thesame period, but shall be entitled only to the distribution to be paid based upon the class of Units held as of the close of business on the applicableRecord Date. For the avoidance of doubt, if a Series C Conversion Notice Date occurs prior to the close of business on a Record Date for payment of adistribution on the Common Units, the applicable holder of Series C Preferred Units shall receive only the Common Unit distribution with respect tosuch period.

(F) Notwithstanding anything in Article VI to the contrary, neither the General Partner nor the holders of Incentive Distribution Rightsshall be entitled to receive distributions or allocations of income or gain that correspond or relate to amounts distributed or allocated to Unitholders inrespect of Series C Preferred Units, regardless of whether the amounts so distributed or allocated in respect of the Series C Preferred Units weredetermined under the definition of “Series C Initial Distribution Rate” or clause (ii) of the definition of “Series C Subsequent Distribution Rate” orwere otherwise determined on an “as converted” basis.

(iii) IssuanceofSeriesCPreferredUnits. The Series C Convertible Preferred Units shall be issued by the Partnership pursuant to the terms andconditions of the Series C Unit Purchase Agreement.

(iv) LiquidationValue. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange orother disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series C Preferred Unitsshall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any assignees, prior and in preference to anydistribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (other than Series A Preferred

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Units and Series E Preferred Units as to which the Series C Preferred Units are pari passu), the positive value in each such holder’s Capital Account inrespect of such Series C Preferred Units. If in the year of such liquidation and winding up, or sale, exchange or other disposition of all or substantially all ofthe assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series CLiquidation Value of such Series C Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any otherallocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall beallocated to all Unitholders then holding Series C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unitis equal to the Series C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with suchallocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.11(b)(iv) and Section 5.13(b)(iv) . If in the year ofsuch liquidation, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregateSeries C Liquidation Value of such Series C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable lawand notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect towhich IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series C Preferred Units, ProRata, until the Capital Account in respect of each such Outstanding Series C Preferred Unit after making allocations pursuant to this and the immediatelypreceding sentence is equal to the Series C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation),with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.11(b)(iv) and Section 5.13(b)(iv) . At suchtime as such allocations have been made to the Outstanding Series C Preferred Units, any remaining Net Termination Gain or Net Termination Loss shall beallocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d) , as the case may be. At the time of the dissolution of the Partnership, subject toSection 17-804 of the Delaware Act, the Record Holders of the Series C Preferred Units shall become entitled to receive any distributions in respect of theSeries C Preferred Units that are accrued and unpaid as of the date of such distribution in priority over any entitlement of any other Partners or Assigneeswith respect to any distributions by the Partnership to such other Partners or Assignees (other than Series A Preferred Units and Series E Preferred Units asto which the Series C Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations withrespect to such distributions to any Record Holder(s) of Series C Preferred Units.

(v) VotingRights.

(A) Except as provided in Section 5.12(b)(v)(B) below, the Outstanding Series C Preferred Units shall have voting rights that areidentical to the voting rights of the Common Units and shall vote with the Common Units as a single class, so that each Outstanding Series C PreferredUnit will be entitled to one vote for each Common Unit into which such Series C Preferred Unit is then

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convertible on each matter with respect to which each Common Unit is entitled to vote. Each reference in this Agreement to a vote of Record Holdersof Common Units shall be deemed to be a reference to the holders of Common Units, Series A Preferred Units, Series C Preferred Units and Series EPreferred Units on an “as if” converted basis, and the definition of “Unit Majority” shall correspondingly be construed to mean at least a majority ofthe Common Units, the Series A Preferred Units, the Series C Preferred Units and Series E Preferred Units, on an “as if” converted basis, votingtogether as a single class during any period in which any Series C Preferred Units are Outstanding.

(B) Notwithstanding any other provision of this Agreement, in addition to all other requirements imposed by Delaware law, and all othervoting rights granted under this Agreement, the affirmative vote of the Record Holders of a majority of the Outstanding Series C Preferred Units,voting separately as a class based upon one vote per Series C Preferred Unit, shall be necessary on any matter (including a merger, consolidation orbusiness combination) that adversely affects any of the rights, preferences and privileges of the Series C Preferred Units or amends or modifies any ofthe terms of the Series C Preferred Units; providedthat the Partnership shall be able to amend this Section 5.12 without the approval by the RecordHolders of Outstanding Series C Preferred Units so long as the amendment does not adversely affect the holders of the Series C Preferred Units in anymaterial respect and does not affect the holders of the Series C Preferred Units disproportionately in relation to the holders of Common Units;provided, however, that the Partnership may, without the consent or approval of the Record Holders of Outstanding Series C Preferred Units, create(by reclassification or otherwise) and issue Junior Interests (including by amending the provisions of any existing class of Partnership Interests tomake such class of Partnership Interests a class of Junior Interests) in an unlimited amount. Without limiting the generality of the preceding sentence,any action shall be deemed to adversely affect the holders of the Series C Preferred Units in a material respect if such action would:

(1) reduce the Series C Distribution Rate, change the form of payment of distributions on the Series C Preferred Units, defer thedate from which distributions on the Series C Preferred Units will accrue, cancel accrued and unpaid distributions on the Series C PreferredUnits or any interest accrued thereon, or change the seniority rights of the Series C Unitholders as to the payment of distributions in relation tothe Unitholders of any other class or series of Units or, except as determined to be appropriate in connection with the issuance of JuniorInterests, amend this Section 5.12 ;

(2) reduce the amount payable or change the form of payment to the holders of the Series C Preferred Units upon the voluntary orinvoluntary liquidation, dissolution or winding up, or sale of all or substantially all of the assets, of the Partnership, or change the seniority ofthe liquidation preferences of the holders of the Series C Preferred Units in relation to the rights upon liquidation of the holders of any otherclass or series of Units;

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(3) make the Series C Preferred Units convertible at the option of the Partnership; or


(vi) NoSeriesCParitySecuritiesorSeriesCSeniorSecurities. Other than Series C PIK Preferred Units issued in connection with the Series CQuarterly Distribution, the Partnership shall not, without the affirmative vote of the holders of a majority of the Outstanding Series C Preferred Units, issueany Series C Parity Securities or Series C Senior Securities.

(vii) Certificates.

(A) The Series C Preferred Units shall be evidenced by Certificates in such form as the General Partner may approve and, subjectto the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to theassignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, thePartnership will act as the registrar and transfer agent for the Series C Preferred Units. The Certificates evidencing Series C Preferred Unitsshall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units.

(B) The certificate(s) representing the Series C Preferred Units may be imprinted with a legend in substantially the followingform (but, if outstanding as of the date of this Agreement, may refer to the Fifth A/R Partnership Agreement):

“NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCEOF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TOAN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROMREGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVEDDOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATIONUNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SIXTHAMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF [•], 2017, A COPYOF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.”

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(viii) Conversion.

(A) AttheOptionoftheSeriesCUnitholder. At any time and from time to time, subject to any applicable limitations in the New CreditAgreement, the Series C Preferred Units owned by any Series C Unitholder shall be convertible, in whole or in part, upon the request of the Series CUnitholder into a number of Common Units determined by multiplying the number of Series C Preferred Units to be converted by the Series CConversion Rate. Immediately upon any conversion of Series C Preferred Units, all rights of the Series C Converting Unitholder in respect thereofshall cease, including, without limitation, any accrual of distributions, and such Series C Converting Unitholder shall be treated for all purposes as theowner of Common Units. Fractional Common Units shall not be issued to any person pursuant to this Section 5.12(b)(viii)(A) (each fractionalCommon Unit shall be rounded to the nearest whole Common Unit (and a 0.5 Common Unit shall be rounded up to the next higher Common Unit)).

(B) AttheOptionofthePartnership. At any time after the Series E Optional Conversion Start Date, subject to any applicable limitationsin the New Credit Agreement, the Partnership, in the General Partner’s sole discretion, shall have the option at any time, to convert all or any portionof the Series C Preferred Units owned by any Series C Unitholder into a number of Common Units determined by multiplying the number of Series CPreferred Units to be converted by the Series C Conversion Rate; provided, however, that the aggregate amount of Series C Preferred Units subject toconversion by the Partnership pursuant to this Section 5.12(b)(viii)(B) shall not involve an underlying value of Common Units exceeding the Series CThreshold. The aggregate amount of Series C Preferred Units subject to conversion pursuant to this Section 5.12(b)(viii)(B) shall be allocated amongthe Series C Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by the Series C Preferred Unitholders.Immediately upon any conversion of Series C Preferred Units, all rights of the Series C Converting Unitholder in respect thereof shall cease,including, without limitation, any accrual of distributions, and such Series C Converting Unitholder shall be treated for all purposes as the owner ofCommon Units. Fractional Common Units shall not be issued to any person pursuant to this Section 5.12(b)(viii)(B) (each fractional Common Unitshall be rounded to the nearest whole Common Unit (and a 0.5 Common Unit shall be rounded up to the next higher Common Unit)).

(C) ConversionNotice.

(1) To convert Series C Preferred Units into Common Units pursuant to Section 5.12(b)(viii)(A) , the Series C ConvertingUnitholder shall give written notice (a “ Series C Conversion Notice ”) to the Partnership in the form of Exhibit C attached hereto stating thatsuch Series C Unitholder elects to so convert Series C Preferred Units and shall state therein with respect to Series C Preferred Units to beconverted

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pursuant to Section 5.12(b)(viii)(A) the following: (a) the number of Series C Convertible Preferred Units to be converted, (b) theCertificate(s) evidencing the Series C Preferred Units to be converted and duly endorsed, (c) the name or names in which such Series CUnitholder wishes the Certificate or Certificates for Series C Conversion Units to be issued, and (d) such Series C Unitholder’s computation ofthe number of Series C Conversion Units to be received by such Series C Unitholder (or designated recipient(s)) upon the Series C ConversionDate. The date any Series C Conversion Notice is received by the Partnership shall hereinafter be referred to as a “ Series C ConversionNotice Date. ”

(2) To convert Series C Preferred Units into Common Units pursuant to Section 5.12(b)(viii)(B) , the Partnership shall givewritten notice (a “ Series C Forced Conversion Notice ”) to each Record Holder of Series C Preferred Units in the form of Exhibit Cattached hereto stating that the Partnership elects to force conversion of such Series C Preferred Units pursuant to Section 5.12(b)(viii)(B) andshall state therein: (a) the number of Series C Convertible Preferred Units to be converted, (b) the Certificate(s) evidencing the Series CPreferred Units to be converted and duly endorsed, (c) the Partnership’s computation of the number of Series C Conversion Units to bedelivered to such Series C Unitholder (or designated recipient(s)) upon the Series C Conversion Date. The date any Series C ConversionNotice is received by the Partnership shall hereinafter be referred to as a “ Series C Forced Conversion Notice Date. ” The Series CConversion Units shall be issued in the name of the Record Holder of such Series C Preferred Units.

(D) Timing;Certificates. If a Series C Conversion Notice is delivered by a Series C Unitholder to the Partnership in accordance withSection 5.12(b)(viii)(C)(1) or a Series C Forced Conversion Notice is delivered by the Partnership to a Series C Unitholder in accordance withSection 5.12(b)(viii)(C)(2) , the Partnership shall issue the Series C Conversion Units no later than seven (7) days after a Series C Conversion NoticeDate or the Series C Forced Conversion Notice Date, as the case may be, occurs (any date of issuance of such Common Units, a “ Series CConversion Date ”). On the Series C Conversion Date, the Partnership shall issue to such Series C Unitholder (or designated recipient(s)) a Certificateor Certificates for the number of Series C Conversion Units to which such holder shall be entitled.

In lieu of delivering physical Certificates representing the Series C Conversion Units issuable upon conversion of Series C Preferred Units, providedthe Transfer Agent is participating in the Depository’s Fast Automated Securities Transfer program, upon request of the Series C Unitholder, thePartnership shall use its commercially reasonable efforts to cause its Transfer Agent to electronically transmit the Series C Conversion Units issuableupon conversion or distribution payment to such Series C Unitholder (or designated recipient(s)), by crediting the account of the Series C Unitholder(or designated recipient(s)) prime broker with

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the Depository through its Deposit Withdrawal Agent Commission system. The parties agree to coordinate with the Depository to accomplish thisobjective. Upon issuance of Series C Conversion Units to the Series C Converting Unitholder, all rights under the converted Series C Preferred Unitsshall cease, and such Series C Converting Unitholder shall be treated for all purposes as the Record Holder of such Series C Conversion Units.

(E) Distributions,Combinations,SubdivisionsandReclassificationsbythePartnership. If the Partnership (i) makes a distribution on itsCommon Units in Common Units, (ii) subdivides or splits its outstanding Common Units into a greater number of Common Units, (iii) combines orreclassifies its Common Units into a smaller number of Common Units or (iv) issues by reclassification of its Common Units any Partnership Interests(including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person),then the Series C Conversion Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split,combination, or reclassification shall be proportionately adjusted so that the conversion of the Series C Preferred Units after such time shall entitleeach Series C Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would havebeen combined, consolidated, merged or reclassified pursuant to clauses (iii) and (iv) above) that such Series C Unitholder would have been entitled toreceive if the Series C Preferred Units had been converted into Common Units immediately prior to such Record Date or effective date, as the casemay be, and in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shallprovide effective provisions to ensure that the provisions in this Section 5.12 relating to the Series C Preferred Units shall not be abridged or amendedand that the Series C Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights,and the qualifications, limitations and restrictions thereon, that the Series C Preferred Units had immediately prior to such transaction or event. Anadjustment made pursuant to this Section 5.12(b)(viii)(E) shall become effective immediately after the Record Date in the case of a distribution andshall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification inconnection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split. Such adjustment shall bemade successively whenever any event described above shall occur.

If, in the future, the Partnership issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of amajority of the Outstanding Series C Preferred Units in their sole discretion, either (i) amend the provisions of this Agreement relating to antidilutionprotection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities(or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such

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Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (orany related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions ofthis Agreement more favorable to the holders of Series C Preferred Units, which amendment shall be effective concurrently with the issuance and/orexecution of documentation relating to such Convertible Securities, or (ii) retain the antidilution language applicable to the Series C Preferred Units atsuch time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution ofdocumentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at leastten (10) Business Days prior to such issuance and/or execution).

(F) Follow-OnAdjustments. Except in connection with the exercise of a Warrant, if the Partnership shall issue or sell, or grant anyFollow-on Units at a Follow-on Price that is less than one hundred percent (100%) of the Series C Adjusted Issue Price, then the Series C ConversionRate will be reset so that it will equal the number determined by dividing the Series C Adjusted Issue Price immediately before the issuance of theFollow-On Units by the result achieved through application of the following formula:


Where:

CP = the Series C Adjusted Issue Price in effect immediately before the issuance of the Follow-On Units



Q = the total number of fully diluted Follow-On Units issued OA = the total number of fully diluted Common Units outstanding after giving effect tothe issuance of the Follow-On Units.

For purposes of this Section 5.12(b)(viii)(F) , the indicative price per Common Unit resulting from the issuance of Convertible Securities will bedetermined using the principles set forth in Section 5.12(b)(viii)(I)(3) .

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(G) OtherExtraordinaryTransactionsAffectingthePartnership.

(1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no laterthan twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “ Series CPartnership Event Change of Control Offer ”), subject to consummation of the Partnership Event, to each holder of Series C PreferredUnits to redeem all (but not less than all) of such holder’s Series C Preferred Units for a price per Series C Preferred Unit payable in cashequal to the greater of (x) the sum of the Series C Issue Price and the Series C Unpaid Cash Distributions and (y) an amount equal to theproduct of (1) the number of Common Units into which each Series C Preferred Unit is convertible pursuant to Section 5.12(b)(viii) on theday immediately prior to the date of the Series C Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration perCommon Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unitof the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series C Partnership Event Payment ”).

(2) Upon receipt by a Series C Unitholder of a Series C Partnership Event Change of Control Offer, such Series C Unitholdermay elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series CPartnership Event Change of Control Offer, to receive Series C Survivor Preferred Securities (as defined below) pursuant to this Section 5.12(b)(viii)(G)(2) in lieu of a Series C Partnership Event Payment. Upon receipt of such Series C Unitholder’s election to receive Series CSurvivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any PartnershipEvent, make appropriate provision to ensure that such electing holders of Series C Preferred Units receive in such Partnership Event apreferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalentto the provisions set forth in this Agreement with respect to the Series C Preferred Units, including Section 5.12 and Section 7.3 hereof,without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation andcompounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations orrestrictions thereon, that the Series C Preferred Unit had immediately prior to such Partnership Event (the “ Series C Survivor PreferredSecurity ”). The Series C Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionatelyadjusted so that the conversion of a unit of Series C Survivor Preferred Security after such time shall entitle the holder to the number ofsecurities or amount of cash or other assets which, if a Series C Preferred Unit had been converted into Common Units immediately prior tosuch Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequentadjustments to the Series C Conversion Rate of the Series C Survivor Preferred Security shall be made

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successively thereafter whenever any event described in Section 5.12(b)(viii)(E) , Section 5.12(b)(viii)(F) or this Section 5.12(b)(viii)(G)shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision toensure that the holders of Series C Preferred Units receive a Series C Partnership Event Payment or Series C Survivor Preferred Security, asapplicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of theholders of a majority of the Outstanding Series C Preferred Units.

(3) A Series C Partnership Event Change of Control Offer shall be mailed to each Series C Unitholder and shall describe thetransaction or transactions that constitute the Partnership Event and state:

i) that the Series C Partnership Event Change of Control Offer is being made pursuant to this Section 5.12(b)(viii)(F) and that the Partnership is making an offer to redeem all Series C Preferred Units of such Unitholder (subject to theconsummation of the Partnership Event);

ii) the amount of the Series C Partnership Event Payment and the redemption date, which shall be the date on whichthe Partnership Event is consummated or as soon thereafter as practicable (the “ Series C Partnership Event Payment Date ”);and


On the Series C Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series C PreferredUnits that accepts the Series C Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series CPartnership Event Payment, and all of such holder’s rights and privileges under the Series C Preferred Units or as a Series C Unitholdershall be extinguished.

(H) Notwithstanding any of the other provisions of this Section 5.12(b)(viii) , no adjustment shall be made to the Series C ConversionRate pursuant to Section 5.12(b)(viii)(E)-(G) as a result of any of the following:

(1) the grant of Common Units or options, warrants or rights to purchase Common Units or the issuance of Common Units uponthe exercise of any such options, warrants or rights to employees, officers or directors of the General Partner or the Partnership and itsSubsidiaries in respect of services provided to or for the benefit of the Partnership or its

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Subsidiaries, under compensation plans and agreements approved in good faith by the General Partner (including any Long Term IncentivePlan); provided that, in the case of options, warrants or rights to purchase Common Units, the exercise price per Common Unit shall not beless than the Closing Price on the date such option, warrant or other right is issued;



(I) The following rules shall apply for purposes of this Section 5.12(b)(viii) :



(3) In the case of the issuance or sale of Convertible Securities, the following provisions shall apply for all purposes of thisSection 5.12(b)(viii)(I) :

i) The aggregate maximum number of Common Units deliverable upon exercise (assuming the satisfaction of anyconditions to exercisability, including, without limitation, the passage of time, but without taking into account potentialantidilution adjustments) of options or warrants to purchase or rights to subscribe for Common Units shall be deemed to havebeen issued at the time such options, warrants or rights were issued and for consideration equal to the consideration (determinedin the manner provided in this Section 5.12(b)(viii)(I) ), if any,

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received by the Partnership upon the issuance of such options, warrants or rights plus the minimum exercise price provided insuch options, warrants or rights (without taking into account potential antidilution adjustments) for the Common Units coveredthereby.

ii) The aggregate maximum number of Common Units deliverable upon conversion of or in exchange (assuming thesatisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but withouttaking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise ofoptions or warrants to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversionor exchange thereof shall be deemed to have been issued at the time such securities were issued or such options, warrants orrights were issued and for a consideration equal to the consideration, if any, received by the Partnership for any such securities oroptions, warrants or rights, plus the minimum additional consideration, if any, to be received by the Partnership (without takinginto account potential antidilution adjustments) upon the conversion or exchange of such securities or upon the exercise of suchoptions, warrants or rights and subsequent conversion or exchange of the underlying convertible or exchangeable securities, asappropriate (the consideration in each case to be determined in the manner provided in this Section 5.12(b)(viii) ).

iii) In the event of any change in (x) the number of Common Units deliverable or (y) the consideration payable tothe Partnership upon exercise of such options, warrants or rights with respect to either Common Units or such convertible orexchangeable securities or upon conversion of or in exchange for such convertible or exchangeable securities and not otherwiseentitled to any appropriate antidilution adjustment pursuant to this Section 5.12 , including, but not limited to, a change resultingfrom the antidilution provisions thereof, the Series C Conversion Rate, to the extent in any way affected by or computed usingsuch options, warrants, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be madefor the actual issuance of Common Units or any payment of such consideration upon the exercise of any such options, warrantsor rights or the conversion or exchange of such securities.

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iv) Upon the expiration of any such options, warrants or rights with respect to either Common Units or suchconvertible or exchangeable securities or the termination of any such rights to convert or exchange, the Series C ConversionRate, to the extent in any way affected by or computed using such options, warrants, rights or securities shall be recomputed toreflect the issuance of only the number of Common Units actually issued upon the exercise of such options, warrants or rightswith respect to Common Units, upon the conversion or exchange of such securities, or the number of Common Units issuableupon conversion or exchange of the convertible or exchangeable securities that were actually issued upon exercise of options,warrants or rights related to such securities.

v) The number of Common Units deemed issued and the consideration deemed paid therefor pursuant to Section 5.12(b)(viii)(I)(3)i) and ii) shall be appropriately adjusted to reflect any change, termination or expiration of the type describedin either Section 5.12(b)(viii)(I)(3)iii) or iv) .

(4) Notwithstanding any of the other provisions of this Section 5.12(b)(viii)(I) , no adjustment shall be made to the number ofCommon Units issuable upon conversion of the Series C Preferred Units or the Series C Conversion Rate as a result of an event for which anadjustment is made under another provision of this Section 5.12(b)(viii)(I) .

(5) For purposes of this Section 5.12(b)(viii) , no adjustment to the Series C Conversion Rate shall be made in an amount lessthan 1/100th of one cent per Unit; providedthat any adjustments that are not required to be made by reason of this sentence shall be carriedforward and shall be taken into account in any subsequent adjustment made.

(J) In the event of any taking by the Partnership of a Record Date of the holders of any class of Partnership Interests for the purpose ofdetermining the holders thereof who are entitled to receive any distribution thereon, any security or right convertible into or entitling the holder thereofto receive additional Common Units, or any right to subscribe for, purchase or otherwise acquire any Partnership Interests or any other securities orproperty of the Partnership, or to receive any other right, the Partnership shall notify each holder of Series C Preferred Units at least fifteen (15) daysprior to the Record Date, of which any such Record Date is to be taken for the purpose of such distribution, security or right and the amount andcharacter of such distribution, security or right; provided, however, that the foregoing requirement shall be deemed satisfied with respect to anyholder of Series C Preferred Units if at least fifteen (15) days prior to the Record Date, the Partnership shall have issued a press release which shall beposted on the Partnership’s website and carried by one or more wire services, containing the required information.

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(K) The Partnership shall pay any and all issue, documentary, stamp and other taxes, excluding any income, franchise, property or similartaxes, that may be payable in respect of any issue or delivery of Series C Conversion Units on conversion of, or payment of distributions on, Series CPreferred Units pursuant hereto. However, the holder of any Series C Preferred Units shall pay any tax that is due because the Series C ConversionUnits issuable upon conversion thereof or distribution payment thereon are issued in a name other than such Series C Unitholder’s name.

(L) The Partnership agrees that it will act in good faith to make any adjustment(s) required by this Section 5.12(b)(viii) equitably and insuch a manner as to afford the Series C Unitholders the benefits of the provisions hereof, and will not take any action that could reasonably beexpected to deprive such Series C Unitholders of the benefit hereof.

(ix) TaxEstimates. Upon receipt of a written request from any Series C Unitholder stating the number of Series C Preferred Units owned bysuch holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at thePartnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series C Unitholderwith a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership propertysuch that, if such Series C Unitholder converted its Series C Preferred Units pursuant to Section 5.12(b)(viii)(A) and such Unrealized Gain was allocated tosuch holder pursuant to Section 5.5(d)(iii) , such holder’s Capital Account in respect of its converted Series C Preferred Units would be equal to the Per UnitCapital Amount for a then Outstanding Common Unit (other than a Series C Conversion Unit received in connection with such conversion of a Series CPreferred Unit).

(x) FullyPaidandNonassessable. Any Series C Conversion Unit(s) delivered pursuant to this Section 5.12 shall be validly issued, fully paidand nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), freeand clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereof.

(xi) ListingofCommonUnits. The Partnership will procure, at its sole expense, the listing of the Series C Conversion Units issuable uponconversion of the Series C Preferred Units, subject to issuance or notice of issuance on any National Securities Exchange on which the Common Units arelisted or admitted to trading.

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(c) CallRightonSeriesCConvertiblePreferredUnits. At any time which shall be no later than 10 days or earlier than 30 days before April 24, 2017,the Partnership may exercise the right (the “ Series C Call Right ”), but shall have no obligation, to require the holder or holders of the Series C Preferred Units(the “ Series C Holders ”) to sell, assign and transfer all or a portion of the then outstanding Series C Preferred Units to the Partnership in accordance with thisSection 5.12(c) . The Partnership may exercise the Series C Call Right with respect to any Series C Preferred Unit unless: (A) the exercise of the Series C CallRight would result in a default under any applicable financing agreements, or other financing obligations of the Partnership or any of its Affiliates, or wouldotherwise be prohibited by any securities or other applicable law, or (B) a Series C Holder has delivered, on or prior to the date of the Series C Call Exercise Notice(as defined below), a Series C Conversion Notice with respect to such Series C Preferred Unit (and then no Series C Call Right may be made as to such Series CPreferred Unit).

(i) The purchase price to be paid by the Partnership in connection with the exercise of the Series C Call Right shall be the Series C AdjustedIssue Price, plus any Series C Unpaid Cash Distributions per Series C Preferred Unit acquired pursuant to the Series C Call Right (subject to appropriateadjustment for any equity distribution, subdivision or combination of Partnership Interests).

(ii) If the Partnership elects to exercise the Series C Call Right, the Partnership shall deliver a written notice (the “ Series C Call ExerciseNotice ”) to the Series C Holders informing the Series C Holders of the Partnership’s intention to exercise its Series C Call Right. The Series C Call ExerciseNotice shall include a certificate in substantially the form attached hereto as Annex D , setting forth (A) the number of Series C Preferred Units held by eachSeries C Holder, (B) the number of Series C Preferred Units with respect to which the Series C Call Right is being exercised, (C) the bank accountinformation for wire transfer of the purchase price or address for delivery of the purchase price by check, and (D) the closing date for the purchase (the “Series C Call Closing Date ”), which shall be no earlier than 10 days or later than 30 days after the date of the Series C Call Exercise Notice. If any Series CHolder does not notify the Partnership of a change to the bank account information or address for delivery of the purchase prices set forth in Annex D priorto the date that is two days before the Series C Call Closing Date, the Partnership shall wire or deliver to each Series C Holder its portion of the purchaseprice in immediately available funds to such bank account or address set forth on Annex D .

(iii) The Series C Call Right may be exercised as to any portion of the outstanding Series C Preferred Units outstanding at the time a Series CCall Exercise Notice is delivered, but must be exercised pro-rata as to all Series C Preferred Units subject to the Series C Call Right.

(iv) At the closing of the Series C Call Right, (A) the Partnership shall deliver to each Series C Holder subject thereto a certificate executed onbehalf of the Partnership in the form attached hereto as Annex E , and (B) each such Series C Holder shall deliver to the Partnership a certificate executed bysuch Series C Holder in the form attached hereto as Annex F , the certificates representing the Series C Preferred Units with transfer powers, executed inblank, or, if uncertificated, transfer powers executed in blank, and such other documentation as may reasonably be requested by the Partnership.

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Section 5.13 Establishment of Series E Preferred Units .

(a) General. The Partnership hereby designates and creates a series of Units to be designated as “Series E Preferred Units” and consisting of a total of4,500,000 Series E Preferred Units, plus any additional Series E Preferred Units issued in kind as a distribution pursuant to Section 5.13(b)(ii) (“ Series E PIKPreferred Units ”), having the same rights, preferences and privileges, and subject to the same duties and obligations, as the Common Units, except as set forth inthis Section 5.13 and in Section 5.5(d)(i) , Section 6.9 , and Section 12.9 . The Series E Preferred Units, whether issued on the Series E Issuance Date or as SeriesE PIK Preferred Units, are referred to herein as “ Series E Preferred Units. ” The Series E Preferred Units shall be considered pari passu as to allocations anddistributions with the Series A Preferred Units and the Series C Preferred Units. Other than with respect to Series E PIK Preferred Units, immediately following theSeries E Issuance Date and thereafter, no additional Series E Preferred Units shall be designated, created or issued without the prior written approval of the GeneralPartner and the holders of a majority of the Outstanding Series E Preferred Units.

(b) RightsofSeriesEPreferredUnits. The Series E Preferred Units shall have the following rights, preferences and privileges and shall be subject tothe following duties and obligations:

(i) Allocations.

(A) Notwithstanding anything to the contrary in Section 6.1(a) , (x) following any allocation made pursuant to Section 6.1(a)(i) andprior to any allocation made pursuant to Section 6.1(a)(ii) , any Net Income shall be allocated to all Unitholders holding Series E Preferred Units, ProRata, until the aggregate of the Net Income allocated to such Unitholders pursuant to this Section 5.13(b)(i)(A) for the current and all previous taxableperiods since issuance of the Series E Preferred Units is equal to the aggregate amount of cash distributed with respect to such Series E Preferred Unitsfor the current and previous taxable periods and (y) in no event shall any Net Income be allocated pursuant to Section 6.1(a)(ii) in respect of Series EPreferred Units. Allocations to Series E Preferred Units pursuant to this Section 5.13(b)(i)(A) , to Series A Preferred Units pursuant to Section 5.11(b)(i)(A) , and to Series C Preferred Units pursuant to Section 5.12(b)(i)(A) shall be made Pro Rata.

(B) Notwithstanding anything to the contrary in Section 6.1(b) , (x) Unitholders holding Series E Preferred Units shall not receive anyallocation pursuant to Section 6.1(b)(i) with respect to their Series E Preferred Units, and (y) following any allocation made pursuant to Section 6.1(b)(i) and prior to any allocation made pursuant to Section 6.1(b)(ii) , Net Losses shall be allocated to all Unitholders holding Series E PreferredUnits, Pro Rata, until the Adjusted Capital Account of each such Unitholder in respect of each Outstanding Series E Preferred Unit has been reducedto zero. Allocations to Series E Preferred Units pursuant to this Section 5.13(b)(i)(B) , to Series A Preferred Units pursuant to Section 5.11(b)(i)(B) ,and to Series C Preferred Units pursuant to Section 5.12(b)(i)(B) shall be made Pro Rata.

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(C) Notwithstanding anything to the contrary in Section 6.1(c)(i) , (x) Unitholders holding Series E Preferred Units shall not receive anyallocation pursuant to Section 6.1(c)(i) with respect to their Series E Preferred Units, but (y) following any allocation made pursuant to Section 6.1(c)(i)(A) and prior to any allocation made pursuant to Section 6.1(c)(i)(B) , any remaining Net Termination Gain shall be allocated to all Unitholdersholding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit is equal to the Series ELiquidation Value. Allocations to Series E Preferred Units pursuant to this Section 5.13(b)(i)(C) , to Series A Preferred Units pursuant to Section 5.11(b)(i)(C) , and to Series C Preferred Units pursuant to Section 5.12(b)(i)(C) shall be made Pro Rata.

(D) Notwithstanding anything to the contrary in Section 6.1(c)(ii) , (x) Unitholders holding Series E Preferred Units shall not receive anyallocation pursuant to Section 6.1(c)(ii) with respect to their Series E Preferred Units, and (y) following the allocations made pursuant to Section 6.1(c)(ii)(B) , and prior to any allocation made pursuant to Section 6.1(c)(ii)(C) , any remaining Net Termination Loss shall be allocated to allUnitholders holding Series E Preferred Units, Pro Rata, until the Adjusted Capital Account in respect of each Outstanding Series E Preferred Unit hasbeen reduced to zero. Allocations to Series E Preferred Units pursuant to this Section 5.13(b)(i)(D) , to Series A Preferred Units pursuant to Section 5.11(b)(i)(D) , and to Series C Preferred Units pursuant to Section 5.12(b)(i)(D) shall be made Pro Rata.

(ii) Distributions.

(A) Commencing with the Quarter ending on [ December31,2017] 5 , the holders of the Series E Preferred Units Outstanding as of anapplicable Record Date shall be entitled to receive cumulative distributions (each, a “ Series E Quarterly Distribution ”), prior to any otherdistributions made in respect of any Junior Interests pursuant to Section 6.4 or Section 6.5 , in the amount set forth in this Section 5.13(b)(ii)(A) inrespect of each Outstanding Series E Preferred Unit. All such distributions shall be paid Quarterly within forty-five (45) days after the end of eachQuarter (each such payment date, a “ Series E Distribution Payment Date ”). For the Quarter ending [ December31,2017], and for each Quarterthereafter through and including the Quarter ending immediately prior to the Series E Coupon Conversion Quarter, the Series E Quarterly Distributionon each Outstanding Series E Preferred Unit shall be paid in a number of Series E PIK Preferred Units equal to the Series E PIK Payment Amount;providedthat, in the discretion of the General Partner which determination shall be made prior to the Record Date for the relevant quarter, the Series EQuarterly Distribution may be paid as (x) an amount in cash equal to the Series E Distribution Amount, and (y) a number of Series E PIK PreferredUnits equal to (a) the remainder of the Series E Distribution Amount less the amount of cash paid pursuant to clause (x), divided by (b) the Series EAdjusted Issue Price (which, if paid in cash for the

5 Quarter in which the transaction closes.

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Quarter in which the Series E Issuance Date occurs, the amount payable shall be equal to the product of (I) the amount payable without regard to thisparenthetical times (II) a fraction, of which the numerator is the number of days from and including the Series E Issuance Date up to but excluding thedate of such Quarter’s end, and of which the denominator is 91). With respect to the Series E Coupon Conversion Quarter and all Quarters thereafter,the Series E Quarterly Distributions shall be paid entirely in cash at the Series E Distribution Rate per Series E Preferred Unit. If the Partnershipestablishes a Record Date for any distribution to be made by the Partnership on other Partnership Interests pursuant to Section 6.4 or Section 6.5 ,then the Record Date established pursuant to this Section 5.13(b)(ii)(A) for a Series E Quarterly Distribution in respect of any Quarter shall be thesame Record Date established for any distribution to be made by the Partnership in respect of distributions on other Partnership Interests pursuant toSection 6.4 or Section 6.5 for such Quarter. Unless otherwise expressly provided, references in this Agreement to Series E Preferred Units shallinclude all Series E PIK Preferred Units Outstanding as of the date of such determination.

(B) When any Series E PIK Preferred Units are payable to a Record Holder of Series E Preferred Units pursuant to this Section 5.13 , thePartnership shall issue the Series E PIK Preferred Units to such Record Holder no later than the Series E Distribution Payment Date (the date ofissuance of such Series E PIK Preferred Units, the “ Series E PIK Preferred Payment Date ”). On the Series E PIK Preferred Payment Date, thePartnership shall issue to such Series E Unitholder a Certificate or Certificates for the number of Series E PIK Preferred Units to which such Series EUnitholder shall be entitled. The issuance of the Series E PIK Preferred Units pursuant to this Section 5.13(b)(ii) shall be deemed to have been madeon the first day of the Quarter following the Quarter in respect of which such payment of Series E PIK Preferred Units was due. Prior to the Series ECoupon Conversion Quarter, if, in violation of this Agreement, the Partnership fails to pay in full or part any Series E Quarterly Distribution in kindwhen due, then the holders entitled to the unpaid Series E PIK Preferred Units shall be entitled (I) to receive Series E Quarterly Distributions insubsequent Quarters in respect of such unpaid Series E PIK Preferred Units, (II) to receive the Series E Liquidation Value in accordance with Section 5.13(b)(iv) in respect of such unpaid Series E PIK Preferred Units, and (III) to all other rights under this Agreement as if such unpaid Series E PIKPreferred Units had in fact been distributed on the date due. Nothing in this Section 5.13(b)(ii)(B) shall alter the obligation of the Partnership to payany unpaid Series E PIK Preferred Units or the right of the holders of Series E Preferred Units to enforce this Agreement to compel the Partnership todistribute any unpaid Series E PIK Preferred Units. Fractional Series E PIK Preferred Units shall not be issued to any person (each fractional Series EPIK Preferred Unit shall be rounded to the nearest whole Series E PIK Preferred Unit (and a 0.5 Series E PIK Preferred Unit shall be rounded up to thenext higher Series E PIK Preferred Unit)).

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(C) If, in violation of this Agreement, the Partnership fails to pay in full or part any Series E Quarterly Distribution in cash (or, if prior tothe Series E Coupon Conversion Quarter, Series E PIK Preferred Units, as applicable) when due, then, without limiting any rights of the holders of theSeries E Preferred Units to compel the Partnership to make such distribution, from and after the first date of such failure and continuing until suchfailure is cured by payment in full in cash (or, if prior to the Series E Coupon Conversion Quarter, Series E PIK Preferred Units, as applicable) of allarrearages with respect to any Series E Quarterly Distribution, including accrued but unpaid interest thereon, (w) the amount of such unpaiddistributions (“ Series E Unpaid Distributions ”) will accrue and accumulate from and including the first day of the Quarter immediately followingthe Quarter in respect of which such payment is due until paid in full, (x) any Series E Unpaid Distribution shall accrue interest from the applicableSeries E Distribution Payment Date at rate equal to 6% per annum, and (y) the Partnership shall not be permitted to, and shall not, declare or make(i) any distributions in respect of any Junior Interests and (ii) any distributions in respect of any Series E Parity Securities.

(D) If all or any portion of a Series E Quarterly Distribution is to be paid in cash, then the aggregate amount of such cash to be sodistributed in respect of the Series E Preferred Units Outstanding as of the Record Date for such Series E Quarterly Distribution shall be paid out ofAvailable Cash prior to making any distribution pursuant to Section 6.4 or Section 6.5 . To the extent that any portion of a Series E QuarterlyDistribution to be paid in cash with respect to any Quarter, together with any portion of a Series A Quarterly Distribution and Series C QuarterlyDistribution to be paid in cash with respect to such Quarter, exceeds the amount of Available Cash for such Quarter, an amount of cash equal to theAvailable Cash for such Quarter will be paid to the Series A Unitholders, the Series C Unitholders and Series E Unitholders Pro Rata and the balanceof such Series E Quarterly Distribution (and Series A Quarterly Distribution and Series C Quarterly Distribution shall be unpaid and shall constitute anarrearage and accrue interest as set forth in Section 5.13(b)(ii)(C) . The Partnership shall provide written notice to the Series E Unitholders, not laterthan the last Business Day of the month immediately following the end of such Quarter, describing in reasonable detail the Partnership’s calculation ofAvailable Cash for such Quarter and the portion, if any, of the Series E Quarterly Distribution the Partnership will be unable to pay on the applicableSeries E Distribution Payment Date.

(E) Notwithstanding anything in this Section 5.13(b)(ii) to the contrary, with respect to Series E Preferred Units that are converted intoCommon Units, the holder thereof shall not be entitled to a Series E Preferred Unit distribution and a Common Unit distribution with respect to thesame period, but shall be entitled only to the distribution to be paid based upon the class of Units held as of the close of business on the applicableRecord Date. For the avoidance of doubt, if a Series E Conversion Notice Date occurs prior to the close of business on a Record Date for payment of adistribution on the Common Units, the applicable holder of Series E Preferred Units shall receive only the Common Unit distribution with respect tosuch period.

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(F) Notwithstanding anything in Article VI to the contrary, neither the General Partner nor the holders of Incentive Distribution Rightsshall be entitled to receive distributions or allocations of income or gain that correspond or relate to amounts distributed or allocated to Unitholders inrespect of Series E Preferred Units, regardless of whether the amounts so distributed or allocated in respect of the Series E Preferred Units weredetermined under the definition of “Series E Distribution Rate” or were otherwise determined on an “as converted” basis.

(iii) IssuanceofSeriesEPreferredUnits. The Series E Preferred Units shall be issued by the Partnership pursuant to the terms and conditionsof the Contribution Agreement.

(iv) LiquidationValue. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange orother disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series E Preferred Unitsshall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any assignees, prior and in preference to anydistribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (other than Series A Preferred Unitsand Series C Preferred Units as to which the Series E Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect ofsuch Series E Preferred Units. If in the year of such liquidation and winding up, or sale, exchange or other disposition of all or substantially all of the assetsof the Partnership, any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E LiquidationValue of such Series E Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuantto this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to allUnitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit is equal to theSeries E Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being madePro Rata with any allocation made pursuant to the second sentences of Section 5.11(b)(iv) and Section 5.12(b)(iv) . If in the year of such liquidation,dissolution or winding up any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series ELiquidation Value of such Series E Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law andnotwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect towhich IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series E Preferred Units, ProRata, until the Capital Account in respect of each such Outstanding Series E Preferred Unit after making allocations pursuant to this and the immediatelypreceding sentence is equal to the Series E Liquidation Value (and no other

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allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation madepursuant to the third sentences of Section 5.11(b)(iv) and Section 5.12(b)(iv) . At such time as such allocations have been made to the Outstanding Series EPreferred Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series EPreferred Units shall become entitled to receive any distributions in respect of the Series E Preferred Units that are accrued and unpaid as of the date of suchdistribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners orAssignees (other than Series A Preferred Units and Series C Preferred Units as to which the Series E Preferred Units are pari passu); provided, however,that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series E PreferredUnits.

(v) VotingRights.

(A) Except as provided in Section 5.13(b)(v)(B) below, the Outstanding Series E Preferred Units shall have voting rights that areidentical to the voting rights of the Common Units and shall vote with the Common Units as a single class, so that each Outstanding Series E PreferredUnit will be entitled to one vote for each Common Unit into which such Series E Preferred Unit is then convertible on each matter with respect towhich each Common Unit is entitled to vote. Each reference in this Agreement to a vote of Record Holders of Common Units shall be deemed to be areference to the holders of Common Units, Series A Preferred Units, Series C Preferred Units and Series E Preferred Units on an “ asif” convertedbasis, and the definition of “ Unit Majority ” shall correspondingly be construed to mean at least a majority of the Common Units, the Series APreferred Units, the Series C Preferred Units and the Series E Preferred Units, on an “as if” converted basis, voting together as a single class duringany period in which any Series E Preferred Units are Outstanding.

(B) Notwithstanding any other provision of this Agreement, in addition to all other requirements imposed by Delaware law, and all othervoting rights granted under this Agreement, the affirmative vote of the Record Holders of a majority of the Outstanding Series E Preferred Units,voting separately as a class based upon one vote per Series E Preferred Unit, shall be necessary on any matter (including a merger, consolidation orbusiness combination) that adversely affects any of the rights, preferences and privileges of the Series E Preferred Units or amends or modifies any ofthe terms of the Series E Preferred Units; providedthat the Partnership shall be able to amend this Section 5.13 without the approval by the RecordHolders of Outstanding Series E Preferred Units so long as the amendment does not adversely affect the holders of the Series E Preferred Units in anymaterial respect and does not affect the holders of the Series E Preferred Units disproportionately in relation to the holders of Common Units;provided, however, that the Partnership may, without the consent or approval of the Record

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Holders of Outstanding Series E Preferred Units, create (by reclassification or otherwise) and issue Junior Interests (including by amending theprovisions of any existing class of Partnership Interests to make such class of Partnership Interests a class of Junior Interests) in an unlimited amount.Without limiting the generality of the preceding sentence, any action shall be deemed to adversely affect the holders of the Series E Preferred Units ina material respect if such action would:

(1) reduce the Series E Distribution Rate, change the form of payment of distributions on the Series E Preferred Units, defer thedate from which distributions on the Series E Preferred Units will accrue, cancel accrued and unpaid distributions on the Series E PreferredUnits or any interest accrued thereon, or change the seniority rights of the Series E Unitholders as to the payment of distributions in relation tothe Unitholders of any other class or series of Units or, except as determined to be appropriate in connection with the issuance of JuniorInterests, amend this Section 5.13 ;

(2) reduce the amount payable or change the form of payment to the holders of the Series E Preferred Units upon the voluntary orinvoluntary liquidation, dissolution or winding up, or sale of all or substantially all of the assets, of the Partnership, or change the seniority ofthe liquidation preferences of the holders of the Series E Preferred Units in relation to the rights upon liquidation of the holders of any otherclass or series of Units; or


(vi) NoSeriesEParitySecuritiesorSeriesESeniorSecurities. Other than Series E PIK Preferred Units issued in connection with the Series EQuarterly Distribution, the Partnership shall not, without the affirmative vote of the holders of a majority of the Outstanding Series E Preferred Units, issueany Series E Parity Securities or Series E Senior Securities.

(vii) Certificates.

(A) The Series E Preferred Units shall be evidenced by Certificates in such form as the General Partner may approve and, subject to thesatisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignmentand transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act asthe registrar and transfer agent for the Series E Preferred Units. The Certificates evidencing Series E Preferred Units shall be separately identified andshall not bear the same CUSIP number as the Certificates evidencing Common Units.

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(B) The certificate(s) representing the Series E Preferred Units may be imprinted with a legend in substantially the following form:

“NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AREGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO ANEXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVED DOCUMENTATIONREASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THISSECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SIXTH AMENDED AND RESTATEDLIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF [•], 2017, AS AMENDED, A COPY OF WHICH MAY BEOBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.”

(viii) Conversion.

(A) AttheOptionoftheSeriesEUnitholderorthePartnership. At any time after the second anniversary of the Series E Issuance Date,subject to any applicable limitations in the New Credit Agreement, the Series E Preferred Units shall be convertible, in whole or in part, upon therequest of the Series E Unitholder into a number of Common Units determined by multiplying the number of Series E Preferred Units to be convertedby the Series E Conversion Rate. At any time after the Series E Optional Conversion Start Date, subject to any applicable limitations in the NewCredit Agreement, the Series E Preferred Units shall be convertible, in whole or in part, at the election of the Partnership into a number of CommonUnits determined by multiplying the number of Series E Preferred Units to be converted by the Series E Conversion Rate. Immediately upon anyconversion of Series E Preferred Units, all rights of the Series E Converting Unitholder in respect thereof shall cease, including, without limitation,any accrual of distributions, and such Series E Converting Unitholder shall be treated for all purposes as the owner of Common Units. FractionalCommon Units shall not be issued to any person pursuant to this Section 5.13(b)(viii)(A) (each fractional Common Unit shall be rounded to thenearest whole Common Unit (and a 0.5 Common Unit shall be rounded up to the next higher Common Unit)).

(B) ConversionNotice. To convert Series E Preferred Units into Common Units pursuant to Section 5.13(b)(viii)(A) , either the Series EConverting Unitholder or the Partnership, as applicable, shall give written notice (a “ Series E Conversion Notice ”) to the Partnership or the Series EUnitholder, as applicable, in the form of either Exhibit D-1 or Exhibit D-2 , as applicable,

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attached hereto stating that either the Series E Unitholder or the Partnership, as applicable, elects to so convert Series E Preferred Units. With respectto any Series E Conversion Notice delivered by the Series E Converting Unitholder to the Partnership, such Series E Conversion Notice shall state thatsuch Series E Unitholder elects to so convert Series E Preferred Units and shall state therein with respect to Series E Preferred Units to be convertedpursuant to Section 5.13(b)(viii)(A) the following: (a) the number of Series E Convertible Preferred Units to be converted, (b) the Certificate(s)evidencing the Series E Preferred Units to be converted and duly endorsed, (c) the name or names in which such Series E Unitholder wishes theCertificate or Certificates for Series E Conversion Units to be issued, and (d) such Series E Unitholder’s computation of the number of Series EConversion Units to be received by such Series E Unitholder (or designated recipient(s)) upon the Series E Conversion Date. The date any Series EConversion Notice is delivered by the Series E Unitholder or the Partnership, as applicable, shall be hereinafter be referred to as a “ Series EConversion Notice Date .”

(C) Timing;Certificates. If a Series E Conversion Notice is delivered in accordance with Section 5.13(b)(viii)(B) , the Partnership shallissue the Series E Conversion Units no later than seven (7) days after a Series E Conversion Notice Date (any date of issuance of such Common Units,a “ Series E Conversion Date ”). On the Series E Conversion Date, the Partnership shall issue to such Series E Unitholder (or designated recipient(s))a Certificate or Certificates for the number of Series E Conversion Units to which such holder shall be entitled.

In lieu of delivering physical Certificates representing the Series E Conversion Units issuable upon conversion of Series E Preferred Units, providedthe Transfer Agent is participating in the Depository’s Fast Automated Securities Transfer program, upon request of the Series E Unitholder, thePartnership shall use its commercially reasonable efforts to cause its Transfer Agent to electronically transmit the Series E Conversion Units issuableupon conversion or distribution payment to such Series E Unitholder (or designated recipient(s)), by crediting the account of the Series E Unitholder(or designated recipient(s)) prime broker with the Depository through its Deposit Withdrawal Agent Commission system. The parties agree tocoordinate with the Depository to accomplish this objective. Upon issuance of Series E Conversion Units to the Series E Converting Unitholder, allrights under the converted Series E Preferred Units shall cease, and such Series E Converting Unitholder shall be treated for all purposes as the RecordHolder of such Series E Conversion Units.

(D) Distributions,Combinations,SubdivisionsandReclassificationsbythePartnership. If the Partnership (i) makes a distribution on itsCommon Units in Common Units, (ii) subdivides or splits its outstanding Common Units into a greater number of Common Units, (iii) combines orreclassifies its Common Units into a smaller number of Common Units or (iv) issues by reclassification of its Common Units any Partnership Interests

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(including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person),then the Series E Conversion Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split,combination, or reclassification shall be proportionately adjusted so that the conversion of the Series E Preferred Units after such time shall entitleeach Series E Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would havebeen combined, consolidated, merged or reclassified pursuant to clauses (iii) and (iv) above) that such Series E Unitholder would have been entitled toreceive if the Series E Preferred Units had been converted into Common Units immediately prior to such Record Date or effective date, as the casemay be, and in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shallprovide effective provisions to ensure that the provisions in this Section 5.13 relating to the Series E Preferred Units shall not be abridged or amendedand that the Series E Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights,and the qualifications, limitations and restrictions thereon, that the Series E Preferred Units had immediately prior to such transaction or event. Anadjustment made pursuant to this Section 5.13(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution andshall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification inconnection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split. Such adjustment shall bemade successively whenever any event described above shall occur.

If, in the future, the Partnership issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of amajority of the Outstanding Series E Preferred Units in their sole discretion, either (i) amend the provisions of this Agreement relating to antidilutionprotection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities(or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or anyrelated purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchaseagreement) that is not currently providedfor in this Agreement and which would make the antidilution protection provisions of this Agreement morefavorable to the holders of Series E Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution ofdocumentation relating to such Convertible Securities, or (ii) retain the antidilution language applicable to the Series E Preferred Units at such time.The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentationrelating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be providedat least ten(10) Business Days prior to such issuance and/or execution).

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(E) Follow-OnAdjustments. Except in connection with the exercise of a Warrant, if the Partnership shall issue or sell, or grant anyFollow-on Units at a Follow-on Price that is less than one hundred percent (100%) of the Series E Adjusted Issue Price, then the Series E ConversionRate will be reset so that it will equal the number determined by dividing the Series E Adjusted Issue Price immediately before the issuance of theFollow-On Units by the result achieved through application of the following formula:


Where:

CP = the Series E Adjusted Issue Price in effect immediately before the issuance of the Follow-On Units



Q = the total number of fully diluted Follow-On Units issued OA = the total number of fully diluted Common Units outstanding after giving effect tothe issuance of the Follow-On Units.

For purposes of this Section 5.13(b)(viii)(E) , the indicative price per Common Unit resulting from the issuance of Convertible Securities will bedetermined using the principles set forth in Section 5.13(b)(viii)(H)(3) .

(F) OtherExtraordinaryTransactionsAffectingthePartnership.

(1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no laterthan twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “ Series EPartnership Event Change of Control Offer ”), subject to consummation of the Partnership Event, to each holder of Series E PreferredUnits to redeem all (but not less than all) of such holder’s Series E Preferred Units for a price per Series E Preferred Unit payable in cashequal to the greater of (x) the sum of the Series E Issue Price and the Series E Unpaid Distributions and all accrued and unpaid interest thereon(determined in accordance with Section 5.13(b)(ii)(C) ) and (y) an amount equal to the product of (1) the number of Common Units intowhich each Series E Preferred Unit is convertible pursuant to Section 5.13(b)(viii) on the day immediately prior to the date of the Series EPartnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders ofCommon Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to bedistributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “ Series E Partnership Event Payment”).

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(2) Upon receipt by a Series E Unitholder of a Series E Partnership Event Change of Control Offer, such Series E Unitholdermay elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series EPartnership Event Change of Control Offer, to receive Series E Survivor Preferred Securities (as defined below) pursuant to this Section 5.13(b)(viii)(F)(2) in lieu of a Series E Partnership Event Payment. Upon receipt of such Series E Unitholder’s election to receive Series ESurvivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any PartnershipEvent, make appropriate provision to ensure that such electing holders of Series E Preferred Units receive in such Partnership Event apreferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalentto the provisions set forth in this Agreement with respect to the Series E Preferred Units, including Section 5.13 and Section 7.3 hereof,without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation andcompounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations orrestrictions thereon, that the Series E Preferred Unit had immediately prior to such Partnership Event (the “ Series E Survivor PreferredSecurity ”). The Series E Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionatelyadjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number ofsecurities or amount of cash or other assets which, if a Series E Preferred Unit had been converted into Common Units immediately prior tosuch Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequentadjustments to the Series E Conversion Rate of the Series E Survivor Preferred Security shall be made successively thereafter whenever anyevent described in Section 5.13(b)(viii)(D) , Section 5.13(b)(viii)(E) or this Section 5.13(b)(viii)(F) shall occur. Notwithstanding theforegoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series EPreferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to suchPartnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of theOutstanding Series E Preferred Units.

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(3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe thetransaction or transactions that constitute the Partnership Event and state:

i) that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.13(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject to theconsummation of the Partnership Event);

ii) the amount of the Series E Partnership Event Payment and the redemption date, which shall be the date on whichthe Partnership Event is consummated or as soon thereafter as practicable (the “ Series E Partnership Event Payment Date ”);and


On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E PreferredUnits that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series EPartnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholdershall be extinguished.

(G) Notwithstanding any of the other provisions of this Section 5.13(b)(viii) , no adjustment shall be made to the Series E ConversionRate pursuant to Section 5.13(b)(viii)(D)-(F) as a result of any of the following:

(1) the grant of Common Units or options, warrants or rights to purchase Common Units or the issuance of Common Units uponthe exercise of any such options, warrants or rights to employees, officers or directors of the General Partner or the Partnership and itsSubsidiaries in respect of services providedto or for the benefit of the Partnership or its Subsidiaries, under compensation plans andagreements approved in good faith by the General Partner (including any Long Term Incentive Plan); providedthat, in the case of options,warrants or rights to purchase Common Units, the exercise price per Common Unit shall not be less than the Closing Price on the date suchoption, warrant or other right is issued;


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(H) The following rules shall apply for purposes of this Section 5.13(b)(viii) :



(3) In the case of the issuance or sale of Convertible Securities, the following provisions shall apply for all purposes of thisSection 5.13(b)(viii)(H) :

i) The aggregate maximum number of Common Units deliverable upon exercise (assuming the satisfaction of anyconditions to exercisability, including, without limitation, the passage of time, but without taking into account potentialantidilution adjustments) of options or warrants to purchase or rights to subscribe for Common Units shall be deemed to havebeen issued at the time such options, warrants or rights were issued and for consideration equal to the consideration (determinedin the manner providedin this Section 5.13(b)(viii)(H) ), if any, received by the Partnership upon the issuance of such options,warrants or rights plus the minimum exercise price providedin such options, warrants or rights (without taking into accountpotential antidilution adjustments) for the Common Units covered thereby.

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ii) The aggregate maximum number of Common Units deliverable upon conversion of or in exchange (assuming thesatisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but withouttaking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise ofoptions or warrants to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversionor exchange thereof shall be deemed to have been issued at the time such securities were issued or such options, warrants orrights were issued and for a consideration equal to the consideration, if any, received by the Partnership for any such securities oroptions, warrants or rights, plus the minimum additional consideration, if any, to be received by the Partnership (without takinginto account potential antidilution adjustments) upon the conversion or exchange of such securities or upon the exercise of suchoptions, warrants or rights and subsequent conversion or exchange of the underlying convertible or exchangeable securities, asappropriate (the consideration in each case to be determined in the manner providedin this Section 5.13(b)(viii) ).

iii) In the event of any change in (x) the number of Common Units deliverable or (y) the consideration payable tothe Partnership upon exercise of such options, warrants or rights with respect to either Common Units or such convertible orexchangeable securities or upon conversion of or in exchange for such convertible or exchangeable securities and not otherwiseentitled to any appropriate antidilution adjustment pursuant to this Section 5.13 , including, but not limited to, a change resultingfrom the antidilution provisions thereof, the Series E Conversion Rate, to the extent in any way affected by or computed usingsuch options, warrants, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be madefor the actual issuance of Common Units or any payment of such consideration upon the exercise of any such options, warrantsor rights or the conversion or exchange of such securities.

iv) Upon the expiration of any such options, warrants or rights with respect to either Common Units or suchconvertible or exchangeable securities or the termination of any such rights to convert or exchange, the Series E ConversionRate, to the extent in any way affected by or computed using such options, warrants, rights or securities shall be recomputed toreflect the issuance of only the number of Common Units actually issued upon the exercise of such options, warrants or rightswith respect to

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Common Units, upon the conversion or exchange of such securities, or the number of Common Units issuable upon conversionor exchange of the convertible or exchangeable securities that were actually issued upon exercise of options, warrants or rightsrelated to such securities.

v) The number of Common Units deemed issued and the consideration deemed paid therefor pursuant to Section 5.13(b)(viii)(H)(3)i) and ii) shall be appropriately adjusted to reflect any change, termination or expiration of the type describedin either Section 5.13(b)(viii)(H)(3)iii) or iv) .

(4) Notwithstanding any of the other provisions of this Section 5.13(b)(viii)(H) , no adjustment shall be made to the number ofCommon Units issuable upon conversion of the Series E Preferred Units or the Series E Conversion Rate as a result of an event for which anadjustment is made under another provision of this Section 5.13(b)(viii)(H) .

(5) For purposes of this Section 5.13(b)(viii) , no adjustment to the Series E Conversion Rate shall be made in an amount lessthan 1/100th of one cent per Unit; providedthat any adjustments that are not required to be made by reason of this sentence shall be carriedforward and shall be taken into account in any subsequent adjustment made.

(I) In the event of any taking by the Partnership of a Record Date of the holders of any class of Partnership Interests for the purpose ofdetermining the holders thereof who are entitled to receive any distribution thereon, any security or right convertible into or entitling the holder thereofto receive additional Common Units, or any right to subscribe for, purchase or otherwise acquire any Partnership Interests or any other securities orproperty of the Partnership, or to receive any other right, the Partnership shall notify each holder of Series E Preferred Units at least fifteen (15) daysprior to the Record Date, of which any such Record Date is to be taken for the purpose of such distribution, security or right and the amount andcharacter of such distribution, security or right; provided, however, that the foregoing requirement shall be deemed satisfied with respect to anyholder of Series E Preferred Units if at least fifteen (15) days prior to the Record Date, the Partnership shall have issued a press release which shall beposted on the Partnership’s website and carried by one or more wire services, containing the required information.

(J) The Partnership shall pay any and all issue, documentary, stamp and other taxes, excluding any income, franchise, property or similartaxes, that may be payable in respect of any issue or delivery of Series E Conversion Units on conversion of, or payment of distributions on, Series EPreferred Units pursuant hereto. However, the holder of any Series E Preferred Units shall pay any tax that is due because the Series E ConversionUnits issuable upon conversion thereof or distribution payment thereon are issued in a name other than such Series E Unitholder’s name.

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(K) The Partnership agrees that it will act in good faith to make any adjustment(s) required by this Section 5.13(b)(viii) equitably and insuch a manner as to afford the Series E Unitholders the benefits of the provisions hereof, and will not take any action that could reasonably beexpected to deprive such Series E Unitholders of the benefit hereof.

(ix) TaxEstimates. Upon receipt of a written request from any Series E Unitholder stating the number of Series E Preferred Units owned bysuch holder (which requests shall be made no more than two (2) times per calendar year and the first such request per calendar year shall be at thePartnership’s expense, and the second at the expense of such requesting holder), the Partnership shall, within ten (10) days, provide such Series E Unitholderwith a good faith estimate (and reasonable supporting calculations) of whether there is sufficient Unrealized Gain attributable to the Partnership propertysuch that, if such Series E Unitholder converted its Series E Preferred Units pursuant to Section 5.13(b)(viii)(A) and such Unrealized Gain was allocated tosuch holder pursuant to Section 5.5(d)(iii) , such holder’s Capital Account in respect of its converted Series E Preferred Units would be equal to the Per UnitCapital Amount for a then Outstanding Common Unit (other than a Series E Conversion Unit received in connection with such conversion of a Series EPreferred Unit).

(x) FullyPaidandNonassessable. Any Series E Conversion Unit(s) delivered pursuant to this Section 5.13 shall be validly issued, fully paidand nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), freeand clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereof.

(xi) ListingofCommonUnits. The Partnership will procure, at its sole expense, the listing of the Series E Conversion Units issuable uponconversion of the Series E Preferred Units, subject to issuance or notice of issuance on any National Securities Exchange on which the Common Units arelisted or admitted to trading.

(c) CallRightonSeriesEPreferredUnits. At any time after the fourth anniversary of the Series E Issuance Date, the Partnership may exercise theright (the “ Series E Call Right ”), but shall have no obligation, to require the holder or holders of the Series E Preferred Units (the “ Series E Holders ”) to sell,assign and transfer all or a portion of the then outstanding Series E Preferred Units to the Partnership in accordance with this Section 5.13(c) . The Partnership mayexercise the Series E Call Right with respect to any Series E Preferred Unit unless: (A) the exercise of the Series E Call Right would result in a default under anyapplicable financing agreements, or other financing obligations of the Partnership or any of its Affiliates, or would otherwise be prohibited by any securities orother applicable law, or (B) the Series E Unitholder or the Partnership has delivered, on or prior to the date of the Series E Call Exercise

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Notice (as defined below), a Series E Conversion Notice with respect to such Series E Preferred Unit (and then no Series E Call Right may be made as to suchSeries E Preferred Unit). In the event the Partnership delivers a Series E Call Exercise Notice in accordance with this Section 5.13(c) and the Series E Unitholderdelivers a Series E Conversion Notice subsequent to such Series E Call Exercise Notice pursuant to and in accordance with Section 5.13(b)(viii) , then Section 5.13(b)(viii) shall take precedence over this Section 5.13(c) with respect to the number of Series E Preferred Units that are the subject of such Series E ConversionNotice, provided such Series E Conversion Notice is irrevocable and delivered to the Partnership prior to the date that is twenty (20) Trading Days after the date ofthe applicable Series E Call Exercise Notice.

(i) The purchase price to be paid by the Partnership in connection with the exercise of the Series E Call Right shall be the Series E Call Valueper Series E Preferred Unit to be acquired pursuant to the Series E Call Right (subject to appropriate adjustment for any equity distribution, subdivision orcombination of Partnership Interests).

(ii) If the Partnership elects to exercise the Series E Call Right, the Partnership shall deliver a written notice (the “ Series E Call ExerciseNotice ”) to the Series E Holders informing the Series E Holders of the Partnership’s intention to exercise its Series E Call Right. The Series E Call ExerciseNotice shall include a certificate in substantially the form attached hereto as Exhibit E , setting forth (A) the number of Series E Preferred Units held by eachSeries E Holder, (B) the number of Series E Preferred Units with respect to which the Series E Call Right is being exercised, (C) the bank accountinformation for wire transfer of the purchase price or address for delivery of the purchase price by check, and (D) the closing date for the purchase (the “Series E Call Closing Date ”), which shall be no earlier than 10 days or later than 30 days after the date of the Series E Call Exercise Notice. If any Series EHolder does not notify the Partnership of a change to the bank account information or address for delivery of the purchase prices set forth in Exhibit E priorto the date that is two days before the Series E Call Closing Date, the Partnership shall wire or deliver to each Series E Holder its portion of the purchaseprice in immediately available funds to such bank account or address set forth on Exhibit E .

(iii) The Series E Call Right may be exercised as to any portion of the outstanding Series E Preferred Units outstanding at the time a Series ECall Exercise Notice is delivered, but must be exercised pro-rata as to all Series E Preferred Units subject to the Series E Call Right.

(iv) At the closing of the Series E Call Right, (A) the Partnership shall deliver to each Series E Holder subject thereto a certificate executed onbehalf of the Partnership in the form attached hereto as Annex G , and (B) each such Series E Holder shall deliver to the Partnership a certificate executed bysuch Series E Holder in the form attached hereto as Annex H , the certificates representing the Series E Preferred Units with transfer powers, executed inblank, or, if uncertificated, transfer powers executed in blank, and such other documentation as may reasonably be requested by the Partnership.

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ARTICLE VIALLOCATIONS AND DISTRIBUTIONS SECTION

Section 6.1 Allocations for Capital Account Purposes .

Except as otherwise required pursuant to Section 5.11(b)(i) and (iv) , Section 5.12(b)(i) and (iv) , Section 5.12(b)(i) and (iv) and Section 5.13(b)(i) and(iv) , for purposes of maintaining Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, lossand deduction (computed in accordance with Section 5.5(b) shall be allocated among the Partners in each taxable period as provided herein below:

(a) NetIncome. After giving effect to the special allocations set forth in Section 6.1(d) , Net Income for each taxable period and all items of income,gain, loss and deduction taken into account in computing Net Income for such taxable period shall be allocated as follows:

(i) First, to the General Partner until the aggregate of the Net Income allocated to the General Partner pursuant to this Section 6.1(a)(i) and theNet Termination Gain allocated to the General Partner pursuant to Section 6.1(c)(i)(A) for the current and all previous taxable periods is equal to theaggregate of the Net Loss allocated to the General Partner pursuant to Section 6.1(b)(ii) for all previous taxable periods and the Net Termination Lossallocated to the General Partner pursuant to Section 6.1(c)(ii)(C) for the current and all previous taxable periods; and

(ii) The balance, if any, (x) to the General Partner in accordance with its Percentage Interest, and (y) to all Unitholders, Pro Rata, a percentageequal to 100% less the percentage applicable to subclause (x).

(b) NetLoss. After giving effect to the special allocations set forth in Section 6.1(d) , Net Loss for each taxable period and all items of income, gain,loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated as follows:

(i) First, to the General Partner and the Unitholders, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(i)to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (orincrease any existing deficit balance in its Adjusted Capital Account); and

(ii) The balance, if any, 100% to the General Partner.

(c) NetTerminationGainsandLosses. After giving effect to the special allocations set forth in Section 6.1(d) , Net Termination Gain or NetTermination Loss (including a pro rata part of each item of income, gain, loss and deduction taken into account in computing Net Termination Gain or NetTermination Loss) for such taxable period shall be allocated in the manner set forth in this Section 6.1(c) . All allocations under this Section 6.1(c) shall be madeafter Capital Account balances have been adjusted by all other allocations provided under this Section 6.1 and after all distributions of Available Cash providedunder Section 6.4 and Section 6.5 have been made; provided, however, that solely for purposes of this Section 6.1(c) , Capital Accounts shall not be adjusted fordistributions made pursuant to Section 12.4 .

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(i) Net Termination Gain (including a pro rata part of each item of income, gain, loss, and deduction taken into account in computing NetTermination Gain) shall be allocated:

(A) First, to the General Partner until the aggregate of the Net Termination Gain allocated to the General Partner pursuant to this Section 6.1(c)(i)(A) and the Net Income allocated to the General Partner pursuant to Section 6.1(a)(i) for the current and all previous taxable periods is equalto the aggregate of the Net Loss allocated to the General Partner pursuant to Section 6.1(b)(ii) for all previous taxable periods and the NetTermination Loss allocated to the General Partner pursuant to Section 6.1(c)(ii)(C) for all previous taxable periods;

(B) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, ProRata, a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital Account in respect of each Common Unit thenOutstanding is equal to the sum of (1) its Unrecovered Initial Unit Price, (2) the Minimum Quarterly Distribution for the Quarter during which theLiquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a) with respect to such Common Unit for such Quarter and (3) any then-existing Cumulative Common Unit Arrearage; and

(C) Third, (x) to the General Partner in accordance with its Percentage Interest, (y) 48% to the holders of the Incentive DistributionRights, Pro Rata, and (z) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y)of this clause (C).

Notwithstanding the foregoing provisions in this Section 6.1(c)(i) , the General Partner may adjust the amount of any Net Termination Gain arising inconnection with a Revaluation Event that is allocated to the holders of Incentive Distribution Rights in a manner that will result (1) in the Capital Accountfor each Common Unit that is Outstanding prior to such Revaluation Event being equal to the Event Issue Value and (2) to the greatest extent possible, theCapital Account with respect to the Incentive Distribution Rights that are Outstanding prior to such Revaluation Event being equal to the amount of NetTermination Gain that would be allocated to the holders of the Incentive Distribution Rights pursuant to this Section 6.1(c)(i) if immediately prior to suchRevaluation Event, (i) the Capital Accounts with respect to all Partnership Interests that were Outstanding immediately prior to such Revaluation Event wereequal to zero and (ii) the aggregate Carrying Value of all Partnership property equaled the aggregate amount of all of the Partnership’s Liabilities.

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(ii) Net Termination Loss (including a pro rata part of each item of income, gain, loss, and deduction taken into account in computing NetTermination Loss) shall be allocated:

(A) First, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, ProRata, a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital Account in respect of each Common Unit thenOutstanding has been reduced to zero;

(B) Second, to the General Partner and the Unitholders, Pro Rata; providedthat Net Termination Loss shall not be allocated pursuant tothis Section 6.1(c)(ii)(B) to the extent such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account (orincrease any existing deficit in its Adjusted Capital Account); and

(C) Third, the balance, if any, 100% to the General Partner.

(d) SpecialAllocations. Notwithstanding any other provision of this Section 6.1 , the following special allocations shall be made for each taxableperiod:

(i) PartnershipMinimumGainChargeback. Notwithstanding any other provision of this Section 6.1 , if there is a net decrease in PartnershipMinimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, ifnecessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or anysuccessor provision. For purposes of this Section 6.1(d) , each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of grossincome or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to suchtaxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii) ). This Section 6.1(d)(i) is intended to comply with thePartnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(ii) ChargebackofPartnerNonrecourseDebtMinimumGain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i) ), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain duringany Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall beallocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in TreasuryRegulation Sections 1.704-2(i)(4) and 1.704- 2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d) , each Partner’s Adjusted CapitalAccount balance shall be determined, and the allocation of gross income or gain required hereunder shall be effected, prior to the application of any otherallocations pursuant to this Section 6.1(d) , other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(iv) ,with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in TreasuryRegulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

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(iii) PriorityAllocations.

(A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant toSection 12.4) with respect to a Unit (other than a Series A Preferred Unit, a Series C Preferred Unit or a Series E Preferred Unit) exceeds the amountof cash or the Net Agreed Value of property distributed with respect to another Unit (other than a Series A Preferred Unit, a Series C Preferred Unit ora Series E Preferred Unit) (the amount of the excess, an “ Excess Distribution ” and the Unit with respect to which the greater distribution is paid, an“ Excess Distribution Unit ”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution withrespect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant tothis Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) theGeneral Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained bymultiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by(y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the totalamount allocated in clause (1) above with respect to such Excess Distribution.

(B) After the application of Section 6.1(d)(iii)(A) , the remaining items of Partnership income or gain for the taxable period, if any, shallbe allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of IncentiveDistribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulativeamount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the IPO Closing Date to a date 45 days after the end ofthe current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined bydividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of theamounts allocated in clause (1) above.

(iv) QualifiedIncomeOffset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in TreasuryRegulation Sections 1.704-1 (b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership gross income and gain shall be speciallyallocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated underSection 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly aspossible; provided, that an allocation pursuant to this Section 6.1(d)(iv) shall be made only if and to the extent that such Partner would have a deficitbalance in its Adjusted Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(iv) were not in this Agreement.

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(v) GrossIncomeAllocations. In the event any Partner has a deficit balance in its Capital Account at the end of any taxable period in excess ofthe sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemedobligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnershipgross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made onlyif and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1have been tentatively made as if Section 6.1(d)(iv) and this Section 6.1(d)(v) were not in this Agreement.

(vi) NonrecourseDeductions. Nonrecourse Deductions for any taxable period shall be allocated to the Partners Pro Rata. If the General Partnerdetermines that the Partnership’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor requirements of the TreasuryRegulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the other Partners, to revise the prescribed ratioto the numerically closest ratio that does satisfy such requirements.

(vii) PartnerNonrecourseDeductions. Partner Nonrecourse Deductions for any taxable period shall be allocated 100% to the Partner that bearsthe Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance withTreasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such PartnerNonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share suchEconomic Risk of Loss.

(viii) NonrecourseLiabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of thePartnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocatedamong the Partners Pro Rata.

(ix) CodeSection754Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, theamount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if theadjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in whichtheir Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

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(x) EconomicUniformity;ChangesinLaw.

(A) Reserved.

(B) With respect to an event triggering an adjustment to the Carrying Value of Partnership property pursuant to Section 5.5(d) during anytaxable period of the Partnership ending upon, or after, the issuance of IDR Reset Common Units pursuant to Section 5.11, any Unrealized Gains andUnrealized Losses shall be allocated among the Partners in a manner that to the nearest extent possible results in the Capital Accounts maintained withrespect to all IDR Reset Common Units equaling to the product of (i) Aggregate Quantity of IDR Reset Common Units and (ii) the Per Unit CapitalAmount for an IPO Common Unit that is Outstanding.

(C) With respect to any taxable period during which an IDR Reset Common Unit is transferred to any Person who is not an Affiliate ofthe transferor, all or a portion of the remaining items of Partnership gross income or gain for such taxable period shall be allocated 100% to thetransferor Partner of such transferred IDR Reset Common Unit until such transferor Partner has been allocated an amount of gross income or gain thatincreases the Capital Account maintained with respect to such transferred IDR Reset Common Unit to an amount equal to the Per Unit CapitalAmount for an IPO Common Unit.

(D) For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any classor classes thereof), the General Partner shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation,amortization and cost recovery deductions; (ii) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and(iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b)or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). TheGeneral Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.1(d)(x)(D) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class orclasses of Limited Partner Interests issued and Outstanding or the Partnership, and if such allocations are consistent with the principles of Section 704of the Code.

(xi) CurativeAllocation.

(A) Notwithstanding any other provision of this Section 6.1 , other than the Required Allocations, the Required Allocations shall betaken into account in making the Agreed Allocations so that, to the extent possible, the net amount of items of gross income, gain, loss and deductionallocated to each Partner pursuant to the Required Allocations and the Agreed Allocations,

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together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had theRequired Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1 . Notwithstanding the preceding sentence,Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease inPartnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decreasein Partner Nonrecourse Debt Minimum Gain. In exercising its discretion under this Section 6.1(d)(xi)(A) , the General Partner may take into accountfuture Required Allocations that, although not yet made, are likely to offset other Required Allocations previously made. Allocations pursuant to thisSection 6.1(d)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations willotherwise be inconsistent with the economic agreement among the Partners. Further, allocations pursuant to this Section 6.1(d)(xi)(A) shall bedeferred with respect to allocations pursuant to clauses (1) and (2) hereof to the extent the General Partner determines that such allocations are likelyto be offset by subsequent Required Allocations.

(B) The General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(d)(xi)(A) in whatever order ismost likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant toSection 6.1(d)(xi)(A) among the Partners in a manner that is likely to minimize such economic distortions.

(xii) CorrectiveandotherAllocations. In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event orany recognition of a Net Termination Loss, the following rules shall apply:

(A) Except as provided in Section 6.1(d)(xi)(B) , in the case of any allocation of Additional Book Basis Derivative Items (other than anallocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) ), the General Partner shall allocate such Additional Book Basis DerivativeItems (1) to the holders of Incentive Distribution Rights and the General Partner to the same extent that the Unrealized Gain or Unrealized Loss givingrise to such Additional Book Basis Derivative Items was allocated to them pursuant to Section 5.5(d) and (2) to all Unitholders, Pro Rata, to the extentthat the Unrealized Gain or Unrealized Loss giving rise to such Additional Book Basis Derivative Items was allocated to any Unitholders pursuant toSection 5.5(d) .

(B) In the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or UnrealizedLoss under Section 5.5(d) or an allocation of Net Termination Gain or Net Termination Loss pursuant to Section 6.1(c) ) as a result of a sale or othertaxable disposition of any Partnership asset that is an Adjusted Property including, for this purpose, inventory (“ Disposed of Adjusted Property ”),the General Partner shall allocate

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(1) additional items of gross income and gain (aa) away from the holders of Incentive Distribution Rights and (bb) to the Unitholders, or (2) additionalitems of deduction and loss (aa) away from the Unitholders and (bb) to the holders of Incentive Distribution Rights, to the extent that the AdditionalBook Basis Derivative Items with respect to the Disposed of Adjusted Property (determined in accordance with the last sentence of the definition ofAdditional Book Basis Derivative Items) treated as having been allocated to the Unitholders pursuant to this Section 6.1(d)(xii)(B) exceed their Shareof Additional Book Basis Derivative Items with respect to such Disposed of Adjusted Property. For purposes of this Section 6.1(d)(xii)(B) theUnitholders shall be treated as having been allocated Additional Book Basis Derivative Items to the extent that such Additional Book Basis DerivativeItems have reduced the amount of income that would otherwise have been allocated to the Unitholders under the Partnership Agreement ( e.g.,Additional Book Basis Derivative Items taken into account in computing cost of goods sold would reduce the amount of book income otherwiseavailable for allocation among the Partners). Any allocation made pursuant to this Section 6.1(d)(xii)(B) shall be made after all of the other AgreedAllocations have been made as if this Section 6.1(d)(xii) were not in this Agreement and, to the extent necessary, shall require the reallocation ofitems that have been allocated pursuant to such other Agreed Allocations.

(C) In the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from therecognition of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining Net PositiveAdjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate Capital Accounts of the Partners willequal the amount that would have been the Capital Account balances of the Partners if no prior Book-Up Events had occurred, and (2) any negativeadjustment in excess of the Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c) hereof. In allocating NetTermination Loss pursuant to this Section 6.1(d)(xii)(C) , the General Partner shall attempt, to the extent possible, to cause the Capital Accounts ofthe Unitholders, on the one hand, and holders of the Incentive Distribution Rights, on the other hand, to equal the amount they would equal if (i) theCarrying Values of the Partnership’s property had not been previously adjusted in connection with any prior Book-Up Events, (ii) Unrealized Gain andUnrealized Loss (or, in the case of a liquidation, Liquidation Gain or Liquidation Loss) with respect to such Partnership Property were determinedwith respect to such unadjusted Carrying Values, and (iii) any resulting Net Termination Gain had been allocated pursuant to Section 6.1(c)(i)(including, for the avoidance of doubt, taking into account the provisions set forth in the last sentence of Section 6.1(c)(i) ).

(D) In making the allocations required under this Section 6.1(d)(xii) , the General Partner may apply whatever conventions or othermethodology it determines will satisfy the purpose of this Section 6.1(d)(xii) . Without limiting the foregoing, if an Adjusted Property is contributedby the

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Partnership to another entity classified as a partnership for U.S. federal income tax purposes (the “ lower tier partnership ”), the General Partner maymake allocations similar to those described in Section 6.1(d)(xii)(A) , (B) , and (C) to the extent the General Partner determines such allocations arenecessary to account for the Partnership’s allocable share of income, gain, loss and deduction of the lower tier partnership that relate to the contributedAdjusted Property in a manner that is consistent with the purpose of this Section 6.1(d)(xii) .

(xiii) SpecialCostRecoveryDeductions. For any taxable period ending after the effective time of the transactions contemplated by theContribution Agreement, any and all cost recovery deductions available to the Partnership with respect to the underlying Partnership assets attributable to theincrease in the Capital Account of the General Partner pursuant to the Contribution Agreement (the “ GP Assets ”) may, at the General Partner’s discretion,in whole or in part, be allocated to the General Partner until the portion of the Capital Account attributable to the GP Assets is reduced to zero.

(xiv) RedemptionorCallofSeriesAPreferredUnits,SeriesCPreferredUnitsorSeriesEPreferredUnits. Notwithstanding any otherprovision of this Section 6.1 (other than the Regulatory Allocations), with respect to any taxable period during which Series A Preferred Units are redeemedor called pursuant to the terms of Section 5.11(b)(viii)(F) or Section 5.11(c) , Series C Preferred Units are redeemed or called pursuant to the terms ofSection 5.12(b)(viii)(G) or Section 5.12(c) or Series E Preferred Units are redeemed or called pursuant to the terms of Section 5.13(b)(viii)(F) or Section 5.13(c) , each Partner holding redeemed or called Series A Preferred Units, Series C Preferred Units or Series E Preferred Units shall, to the extent necessaryafter the allocation of Unrealized Gain and Unrealized Loss pursuant to Section 5.5(d)(ii) , be allocated items of income, gain, loss and deduction in amanner that results in the Capital Account balance of each such Partner attributable to its redeemed or called Series A Preferred Units, Series C PreferredUnits or Series E Preferred Units, as appropriate, immediately prior to such redemption (and after taking into account any applicable Regulatory Allocations)to equal (i) the amount of cash paid to such Partner in redemption of such Series A Preferred Units, Series C Preferred Units or Series E Preferred Units, asappropriate, and (ii) the product of the number of Common Units received in the redemption and the Per Unit Capital Amount for a then OutstandingCommon Unit.

Section 6.2 Allocations for Tax Purposes .

(a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among thePartners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1 .

(b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss,depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Partners in the manner provided underSection 704(c) of the Code, and the Treasury

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Regulations promulgated under Section 704(b) and 704(c) of the Code, as determined appropriate by the General Partner (taking into account the General Partner’sdiscretion under Section 6.1(d)(x)(B) ); provided, that the General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) in all events.

(c) The General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable tounrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation oramortization method and useful life applied to the Unamortized Book-Tax Disparity of such property, despite any inconsistency of such approach with TreasuryRegulation Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken,the General Partner may adopt depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month wouldreceive depreciation and amortization deductions, based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s property. If theGeneral Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation and amortization conventions to preserve theuniformity of the intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the LimitedPartners or the Record Holders of any class or classes of Limited Partner Interests.

(d) In accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Partners upon the sale or other taxabledisposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2 , becharacterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated anydeductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.

(e) In accordance with Treasury Regulation Sections 1.704-1(b)(2)(iv)(s) and 1.704-1(b)(4)(x), if Capital Account balances are reallocated amongPartners in accordance with Section 5.5(d)(iii) , beginning with the year of reallocation and continuing until the allocations required are fully taken into account,the Partnership will make corrective allocations to take into account the Capital Account reallocation.

(f) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners inaccordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership;provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner) to take into account those adjustmentspermitted or required by Sections 734 and 743 of the Code.

(g) Each item of Partnership income, gain, loss and deduction, for federal income tax purposes, shall be determined for each taxable period andprorated on a monthly basis and shall be allocated to the Partners as of the opening of the National Securities Exchange on which the Partnership Interests are listedor admitted to trading on the first Business Day of each month;

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provided, however, that gain or loss on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income or loss realized andrecognized other than in the ordinary course of business, as determined by the General Partner, shall be allocated to the Partners as of the opening of the NationalSecurities Exchange on which the Partnership Interests are listed or admitted to trading on the first Business Day of the month in which such gain or loss isrecognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation to the extent permitted orrequired by Section 706 of the Code and the regulations or rulings promulgated thereunder.

(h) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial ownerof Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance withSection 6031(c) of the Code or any other method determined by the General Partner.

(i) If, as a result of an exercise of a Noncompensatory Option, a Capital Account reallocation is required under Treasury RegulationSection 1.704-1(b)(2)(iv)(s)(3), the General Partner shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders .

(a) Except as described in Section 6.3(b) or Section 6.3(c) , within 45 days following the end of each Quarter, an amount equal to 100% of AvailableCash with respect to such Quarter shall be distributed in accordance with this Article VI by the Partnership to the Partners as of the Record Date selected by theGeneral Partner. All amounts of Available Cash distributed by the Partnership on any date following the IPO Closing Date from any source shall be deemed to beOperating Surplus until the sum of all amounts of Available Cash distributed by the Partnership to the Partners following the IPO Closing Date pursuant to Section 6.4 equals the Operating Surplus from the IPO Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cashdistributed by the Partnership on such date shall, except as otherwise provided in Section 6.5 , be deemed to be “Capital Surplus.” Notwithstanding any otherprovision of this Agreement, all distributions required to be made under this Agreement or otherwise made by the Partnership shall be made subject to Sections17-607 and 17-804 of the Delaware Act. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not be required to make adistribution to any Partner on account of its interest in the Partnership if such distribution would violate the Delaware Act or any other applicable law.

(b) Notwithstanding Section 6.3(a) , in the event of the dissolution and liquidation of the Partnership, all cash received during or after the Quarter inwhich the Liquidation Date occurs, other than from Working Capital Borrowings, shall be applied and distributed solely in accordance with, and subject to theterms and conditions of, Section 12.4 .

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(c) The General Partner may treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, all or less than all of the Partners, asa distribution of Available Cash to such Partners.

(d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the Transfer Agent or through any otherPerson or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full paymentand satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reasonof an assignment or otherwise.

Section 6.4 Distributions of Available Cash from Operating Surplus .

Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall, subject toSection 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6 in respect of other Partnership Interests or othersecurities issued pursuant thereto:

(a) First, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, apercentage equal to 100% less the General Partner’s Percentage Interest until there has been distributed in respect of each Common Unit then Outstanding anamount equal to the Minimum Quarterly Distribution for such Quarter;

(b) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, apercentage equal to 100% less the General Partner’s Percentage Interest until there has been distributed in respect of each Common Unit then Outstanding anamount equal to the Cumulative Common Unit Arrearage existing with respect to such Common Unit; and

(c) Thereafter, (A) to the General Partner in accordance with its Percentage Interest; (B) 48% to the holders of the Incentive Distribution Rights, ProRata; and (C) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B)of this clause (iii);

provided, however, that if the Minimum Quarterly Distribution has been reduced to zero pursuant to the second sentence of Section 6.6(a) , the distribution ofAvailable Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(c) .

Section 6.5 Distributions of Available Cash from Capital Surplus .

Available Cash with respect to any Quarter ending on or after the IPO Closing Date that is deemed to be Capital Surplus pursuant to the provisions ofSection 6.3(a) shall, subject to Section 17-607 of the Delaware Act, be distributed, unless the provisions of Section 6.3 require otherwise, 100% to the GeneralPartner and the Unitholders, Pro Rata, until the Minimum Quarterly Distribution has been reduced to zero pursuant to the second sentence of Section 6.6(a) .Available Cash that is deemed to be Capital Surplus shall then be distributed (a) to the General Partner in accordance with its Percentage Interest and (b) to allUnitholders holding

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Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each CommonUnit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were OperatingSurplus and shall be distributed in accordance with Section 6.4 .

Section 6.6 Adjustment of Minimum Quarterly Distribution .

(a) The Minimum Quarterly Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in theevent of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Interests. Inthe event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution shall be reduced in thesame proportion that the distribution had to the fair market value of the Common Units immediately prior to the announcement of the distribution. If the CommonUnits are publicly traded on a National Securities Exchange, the fair market value will be the Current Market Price before the ex-dividend date. If the CommonUnits are not publicly traded, the fair market value will be determined by the Board of Directors.

(b) The Minimum Quarterly Distribution shall also be subject to adjustment pursuant to Section 5.10 and Section 6.8 .

Section 6.7 Special Provisions Relating to the Holders of Incentive Distribution Rights .

(a) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (i) shall (A) possess the rightsand obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (B) have a Capital Account as a Partnerpursuant to Section 5.5 and all other provisions related thereto and (ii) shall not (A) be entitled to vote on any matters requiring the approval or vote of the holdersof Outstanding Units, except as provided by law or contemplated by Section 11.2 , (B) be entitled to any distributions other than as provided in Section 6.4(b) andSection 12.4 or (C) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

(b) The Unitholder holding Common Units that have resulted from the conversion of Incentive Distribution Rights pursuant to Section 5.10 shall notbe issued a Common Unit Certificate pursuant to Section 4.1 if the Common Units are evidenced by Certificates, and shall not be permitted to transfer suchCommon Unit to a Person that is not an Affiliate of the holder until such time as the General Partner determines, based on advice of counsel, that each suchCommon Unit should have, as a substantive matter, like intrinsic economic and U.S. federal income tax characteristics, in all material respects, to the intrinsiceconomic and U.S. federal income tax characteristics of an IPO Common Unit. In connection with the condition imposed by this Section 6.7(b) , the GeneralPartner may take whatever steps are required to provide economic uniformity to such Common Units in preparation for a transfer of such Common Units, includingthe application of Section 5.5(c)(i) or Section 6.1(d)(x)(A) ; provided, however, that no such steps may be taken that would have a material adverse effect on theUnitholders holding Common Units.

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Section 6.8 Entity-Level Taxation .

If legislation is enacted or the official interpretation of existing legislation is modified by a governmental authority, which after giving effect to suchenactment or modification, results in a Group Member becoming subject to federal, state or local or non-U.S. income or withholding taxes in excess of the amountof such taxes due from the Group Member prior to such enactment or modification (including, for the avoidance of doubt, any increase in the rate of such taxationapplicable to the Group Member), then the General Partner may, in its sole discretion, reduce the Minimum Quarterly Distribution by the amount of income orwithholding taxes that are payable by reason of any such new legislation or interpretation (the “ Incremental Income Taxes ”), or any portion thereof selected bythe General Partner, in the manner provided in this Section 6.8 . If the General Partner elects to reduce the Minimum Quality Distribution for any Quarter withrespect to all or a portion of any Incremental Income Taxes, the General Partner shall estimate for such Quarter the Partnership Group’s aggregate liability (the “Estimated Incremental Quarterly Tax Amount ”) for all (or the relevant portion of) such Incremental Income Taxes; provided that any difference between suchestimate and the actual liability for Incremental Income Taxes (or the relevant portion thereof) for such Quarter may, to the extent determined by the GeneralPartner, be taken into account in determining the Estimated Incremental Quarterly Tax Amount with respect to each Quarter in which any such difference can bedetermined. For each such Quarter, the Minimum Quarterly Distribution shall be the product obtained by multiplying (a) the then applicable Minimum QuarterlyDistribution times (b) the quotient obtained by dividing (i) Available Cash with respect to such Quarter by (ii) the sum of Available Cash with respect to suchQuarter and the Estimated Incremental Quarterly Tax Amount for such Quarter, as determined by the General Partner. For purposes of the foregoing, AvailableCash with respect to a Quarter will be deemed reduced by the Estimated Incremental Quarterly Tax Amount for that Quarter.

Section 6.9 Special Provisions Relating to Series A Unitholders, Series C Unitholders and Series E Unitholders .

(a) Subject to transfer restrictions in Section 4.8 of this Agreement, a Unitholder holding a Series A Conversion Unit, a Series C Conversion Unit or aSeries E Conversion Unit shall provide notice to the Partnership of any Transfer of the Series A Conversion Unit, the Series C Conversion Unit or the Series EConversion Unit, as applicable, by the earlier of (i) thirty (30) days following such Transfer and (ii) the last Business Day of the calendar year during which suchtransfer occurred, unless (x) the transfer is to an Affiliate of such Unitholder or (y) by virtue of the application of Section 5.5(d)(iii) , the Partnership has previouslydetermined, based on the advice of counsel, that the Series A Conversion Unit, the Series C Conversion Unit or the Series E Conversion Unit should have, as asubstantive matter, like intrinsic economic and federal income tax characteristics of an IPO Common Unit. In connection with the condition imposed by thisSection 6.9 , the Partnership shall take whatever steps are required to provide economic uniformity to the Series A Conversion Unit, the Series C Conversion Unitor the Series E Conversion Unit in preparation for a Transfer of such Unit; provided, however, that no such steps may be taken that would have a material adverseeffect on

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the Unitholders holding Common Units (for this purpose the allocations of income, gain, loss and deductions, and the making of any guaranteed payments or anyreallocation of Capital Account balances among the Partners in accordance with Section 5.5(d)(iii) hereof and Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(4)with respect to Series A Preferred Units, Series A Conversion Units, Series C Preferred Units, Series C Conversion Units, Series E Preferred Units, or Series EConversion Units will be deemed not to have a material adverse effect on the Unitholders holding Common Units).

(b) Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Series A Preferred Units (a) shall (i) possess the rights andobligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (ii) have a Capital Account as a Partnerpursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holdersof Outstanding Units, except as provided in Section 5.11 or (ii) be entitled to any distributions other than as provided in Section 5.11 and Article VI.Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Series C Preferred Units (a) shall (i) possess the rights and obligationsprovided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (ii) have a Capital Account as a Partner pursuant to Section 5. 5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of OutstandingUnits, except as provided in Section 5.12 or (ii) be entitled to any distributions other than as provided in Section 5.12 , Article VI and Article XII.Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Series E Preferred Units (a) shall (i) possess the rights and obligationsprovided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (ii) have a Capital Account as a Partner pursuant to Section 5. 5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of OutstandingUnits, except as provided in Section 5.13 or (ii) be entitled to any distributions other than as provided in Section 5.13 , Article VI and Article XII.

Section 6.10 Special Provisions Relating to Noncompensatory Options .

Subject to transfer restrictions in Section 4.8 of this Agreement, a Unitholder holding an Option Unit shall provide notice to the Partnership of any Transferof the Option Unit by the earlier of (i) thirty (30) days following such Transfer and (ii) the last Business Day of the calendar year during which such transferoccurred, unless (x) the transfer is to an Affiliate of such Unitholder or (y) by virtue of the application of Section 5.5(d)(iii) , the Partnership has previouslydetermined, based on the advice of counsel, that the Option Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristicsof an IPO Common Unit. In connection with the condition imposed by this Section 6.10 , the Partnership shall take whatever steps are required to provideeconomic uniformity to the Option Unit in preparation for a Transfer of such Unit; provided, however, that no such steps may be taken that would have a materialadverse effect on the Unitholders holding Common Units (for this purpose the allocations of income, gain, loss and deductions, and the making of any guaranteedpayments or any reallocation of Capital Account balances among the Partners in accordance with Section 5.5(d)(iii) hereof and Treasury RegulationSection 1.704-1(b)(2)(iv)(s)(4) with respect to Option Units will be deemed not to have a material adverse effect on the Unitholders holding Common Units).

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ARTICLE VIIMANAGEMENT AND OPERATION OF BUSINESS

Section 7.1 Management .

(a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement,but without limitation on the ability of the General Partner to delegate its rights and powers to other Persons, all management powers over the business and affairsof the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of thePartnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the GeneralPartner under any other provision of this Agreement, the General Partner, subject to Section 7.3 , shall have full power and authority to do all things and on suchterms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate thepurposes set forth in Section 2.4 , including the following:

(i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtednessand other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and theincurring of any other obligations;

(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies havingjurisdiction over the business or assets of the Partnership;

(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or themerger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any priorapproval that may be required by Section 7.3 and Article XIV );

(iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including thefinancing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a) , the lending of funds to other Persons (including other GroupMembers); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;

(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liabilityof the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse againstthe General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to thePartnership than would otherwise be the case);

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(vi) the distribution of Partnership cash;

(vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “president,” “vice president,”“secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and thedetermination of their compensation and other terms of employment or hiring;

(viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees;

(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or generalpartnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions ofproperty to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4 ;

(x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or inequity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims andlitigation;

(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited PartnerInterests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.8 );

(xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of options, rights, warrants, appreciationrights, tracking and phantom interests or other economic interests in the Partnership or relating to Partnership Interests;

(xiv) the undertaking of any action in connection with the Partnership’s participation in any Group Member Agreement; and

(xv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties asGeneral Partner of the Partnership.

(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule orregulation, each of the Partners and each other Person who may acquire an interest in Partnership Interests or in the Partnership or is otherwise bound by thisAgreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement and the ContributionAgreement and the consummation of the transactions contemplated hereby and

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thereby; (ii) agrees that the General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to inclause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the agreements referred to in clause (i) of thissentence on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in PartnershipInterests or is otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or anyAffiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or anyAffiliate of the General Partner of the rights accorded pursuant to Article XV ) shall not constitute a breach by the General Partner of any duty that the GeneralPartner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, inequity or otherwise.

Section 7.2 Certificate of Limited Partnership .

The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by theDelaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to benecessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners havelimited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partnerdetermines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership anddo all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the lawsof the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a) , theGeneral Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or anyamendment thereto to any Limited Partner.

Section 7.3 Restrictions on the General Partner ’ s Authority .

(a) Except as provided in Article XII and Article XIV , the General Partner may not sell, exchange or otherwise dispose of all or substantially all of theassets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions without the approval of a Unit Majority; provided,however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all orsubstantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to theforeclosure of, or other realization upon, any such encumbrance.

(b) Notwithstanding any other provisions of this Agreement, the General Partner shall not, without the prior written consent of the Series A PreferredUnit Partner, for so long as the Series A Preferred Unit Partner holds at least 50% of the Units held by the Series A Preferred Unit Partner immediately followingthe closing of transactions contemplated by the

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Contribution Agreement (with respect to Series A Preferred Units, calculated on an as-converted basis and including any Series A Conversion Units), the Series CPreferred Unit Partner, for so long as the Series C Preferred Unit Partner holds at least 50% of the Units held by the Series C Preferred Unit Partner immediatelyfollowing the closing of transactions contemplated by the Series C Unit Purchase Agreement (with respect to Series C Preferred Units, calculated on anas-converted basis and including any Series C Conversion Units), and the Series E Preferred Unit Partner, for so long as the Series E Preferred Unit Partner holds atleast 50% of the Units held by the Series E Preferred Unit Partner immediately following the closing of transactions contemplated by the Contribution Agreement(with respect to Series E Preferred Units, calculated on an as-converted basis and including any Series E Conversion Units):

(i) cause or permit the Partnership or any Group Member to invest in, or dispose of, the equity securities or debt securities of any Person orotherwise acquire or dispose of any interest in any Person, to acquire or dispose of interest in any joint venture or partnership or any similar arrangementwith any Person, or to acquire or dispose of assets of any Person, or to make any capital expenditure (other than Maintenance Capital Expenditures), or tomake any loan or advance to any Person if the total consideration (including cash, equity issued and debt assumed) paid or payable, or received or receivable,by the Partnership or any Group Member exceeds $15,000,000 in any one or series of related transactions or in the aggregate within the Partnership Groupexceeds $50,000,000 in any twelve-month period;

(ii) cause or permit the Partnership or any Group Member to (i) incur, create or guarantee any Indebtedness which exceeds (x) $75,000,000 inany one or series of related transactions to the extent the proceeds of such financing are used to refinance existing Indebtedness, or (y) $25,000,000 in anytwelve-month period to the extent such Indebtedness increases the aggregate Indebtedness of the Partnership Group, taken as a whole, or (ii) incur, create orguarantee any Indebtedness with a yield to maturity exceeding ten percent (10)%;

(iii) authorize or permit the purchase, redemption or other acquisition of Partnership Interests (or any options, rights, warrants or appreciationrights relating to the Partnership Interests) by any Group Member;

(iv) select or dismiss, or enter into any employment agreement or amendment of any employment agreement of, the Chief Executive Officer andthe Chief Financial Officer of the Partnership or the Operating Company;

(v) enter into any agreement or effect any transaction between the Partnership or any Group Member, on the one hand, and any Affiliate of thePartnership or the General Partner, on the other hand, other than any transaction in the ordinary course of business and determined by the Board of Directorsto be on an arm’s length basis; or

(vi) cause or permit the Partnership or any Group Member to enter into any agreement or make any commitment to do any of the foregoing.

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Section 7.4 Reimbursement of the General Partner .

(a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a generalpartner or managing member of any Group Member.

(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine, for (i) all direct and indirectexpenses it incurs or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation, employment benefits and otheramounts paid to any Person, including Affiliates of the General Partner to perform services for the Partnership Group or for the General Partner in the discharge ofits duties to the Partnership Group), and (ii) all other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in connection withoperating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expensesthat are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.4 shall be in addition to any reimbursement to theGeneral Partner as a result of indemnification pursuant to Section 7.7 . Any allocation of expenses to the Partnership by Affiliates of the General Partner in amanner consistent with then-applicable accounting and allocation methodologies generally permitted by FERC for rate-making purposes (or in the absence of then-applicable methodologies permitted by FERC, consistent with the most-recently applicable methodologies) and past business practices shall be deemed to be fairand reasonable to the Partnership.

(c) The General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt onbehalf of the Partnership benefit plans, programs and practices (including the Long Term Incentive Plan and other plans, programs and practices involving theissuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests or other economic interests in thePartnership or relating to Partnership Interests), or cause the Partnership to issue Partnership Interests or other securities in connection with, or pursuant to, anybenefit plan, program or practice maintained or sponsored by the General Partner or any of its Affiliates in each case for the benefit of employees, officers anddirectors of the General Partner or any of its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. ThePartnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests or other securities that the General Partner or suchAffiliates are obligated to provide to any employees, officers and directors pursuant to any such benefit plans, programs or practices. Expenses incurred by theGeneral Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interestsor other securities purchased by the General Partner or such Affiliates, from the Partnership or otherwise, to fulfill options or awards under such plans, programsand practices) shall be reimbursed in accordance with Section 7.4(b) . Any and all obligations of the General Partner under any benefit plans, programs or practicesadopted by the General Partner as permitted by this Section 7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by anysuccessor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General PartnerInterest pursuant to Section 4.6 .

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(d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow thePartnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the PartnershipGroup if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Section 7.5 Outside Activities .

(a) The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner ormanaging member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, apartner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage inany business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, ifany, of one or more Group Members or as described in or contemplated by the Registration Statement, (B) the acquiring, owning or disposing of debt securities orequity interests in any Group Member or (C) the guarantee of, and mortgage, pledge, or encumbrance of any or all of its assets in connection with, any indebtednessof any Affiliate of the General Partner.

(b) Each Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and otheractivities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in oranticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the businessand activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty otherwise existing at law, in equity or otherwise,to any Group Member or any Partner. None of any Group Member, any Limited Partner or any other Person shall have any rights by virtue of this Agreement, anyGroup Member Agreement, or the partnership relationship established hereby in any business ventures of any Unrestricted Person.

(c) Subject to the terms of Section 7.5(a) and Section 7.5(b) , but otherwise notwithstanding anything to the contrary in this Agreement, (i) theengaging in competitive activities by any Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.5 is herebyapproved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of theGeneral Partner or any other Unrestricted Person for the Unrestricted Persons (other than the General Partner) to engage in such business interests and activities inpreference to or to the exclusion of the Partnership and (iii) the Unrestricted Persons shall have no obligation hereunder or as a result of any duty otherwise existingat law, in equity or otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine ofcorporate opportunity, or any analogous doctrine, shall not apply to any Unrestricted Person (including the General Partner). No Unrestricted Person (including theGeneral Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shallhave any duty to communicate or offer such opportunity to the Partnership, and such Unrestricted Person

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(including the General Partner) shall not be liable to the Partnership, to any Limited Partner or any other Person bound by this Agreement for breach of anyfiduciary or other duty by reason of the fact that such Unrestricted Person (including the General Partner) pursues or acquires for itself, directs such opportunity toanother Person or does not communicate such opportunity or information to the Partnership; providedsuch Unrestricted Person does not engage in such business oractivity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person.

(d) The General Partner and each of its Affiliates may acquire Units or other Partnership Interests in addition to those acquired on the IPO ClosingDate and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or other Partnership Interestsacquired by them. The term “Affiliates” when used in this Section 7.5(d) with respect to the General Partner shall not include any Group Member.

(e) Notwithstanding anything to the contrary in this Agreement, to the extent that any provision of this Agreement purports or is interpreted to have theeffect of restricting or eliminating the fiduciary duties that might otherwise, as a result of Delaware or other applicable law, be owed by the General Partner to thePartnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction or elimination, such provisions shall bedeemed to have been approved by the Partners.

Section 7.6 Loans from the General Partner; Loans or Contributions from the Partnership or Group Members .

(a) The General Partner or any of its Affiliates may, but shall be under no obligation to, lend to any Group Member, and any Group Member may, butshall be under no obligation to, borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time andin such amounts as the General Partner may determine; provided, however, that, in any such case the lending party may not charge the borrowing party interest ata rate greater than the rate that would be charged the borrowing party, or impose terms less favorable to the borrowing party than would be charged or imposed onthe borrowing party, by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities orguarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs)incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b) , the term “Group Member”shall include any Affiliate of a Group Member that is controlled by the Group Member.

(b) The Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms andconditions determined by the General Partner. No Group Member may lend funds to the General Partner or any of its Affiliates (other than another GroupMember).

(c) No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty hereunderor otherwise existing at law, in equity or otherwise, of the General Partner or its Affiliates to the Partnership

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or the Limited Partners existing hereunder, or existing at law, in equity or otherwise by reason of the fact that the purpose or effect of such borrowing is directly orindirectly to enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed the General Partner’sPercentage Interest of the total amount distributed to all Partners.

Section 7.7 Indemnification .

(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified andheld harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses),judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened pending or completed claims, demands, actions, suits orproceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnitee may beinvolved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by acourt of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, theIndemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct wasunlawful. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall notbe personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuatesuch indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant toSection 7.7(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnershipprior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee isseeking indemnification pursuant to this Section 7.7 , the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or onbehalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7 .

(c) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under anyagreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law, in equity or otherwise, both as to actions in theIndemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity andshall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

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(d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the GeneralPartner, its Affiliates, the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against, or expensethat may be incurred by, such Person in connection with the Partnership’s activities or such Person’s activities on behalf of the Partnership, regardless of whetherthe Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) For purposes of this Section 7.7 , the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefitplan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants orbeneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” withinthe meaning of Section 7.7(a) ; and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonablybelieved by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of thePartnership.

(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in thisAgreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in thetransaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shallnot be deemed to create any rights for the benefit of any other Persons.

(i) No amendment, modification or repeal of this Section 7.7 or any provision hereof shall in any manner terminate, reduce or impair the right of anypast, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and inaccordance with the provisions of this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from orrelating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.8 Liability of Indemnitees .

(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, thePartners or any other Persons who have acquired interests in the Partnership Interests, for losses sustained or liabilities incurred as a result of any act or omission ofan Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter inquestion, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’sconduct was criminal.

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(b) Subject to its obligations and duties as General Partner set forth in Section 7.1(a) , the General Partner may exercise any of the powers granted toit by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General Partner shall not beresponsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

(c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or tothe Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or toany Partner for its good faith reliance on the provisions of this Agreement.

(d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect thelimitations on the liability of the Indemnitees under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect toclaims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may ariseor be asserted.

Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties .

(a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arisesbetween the General Partner (in its individual capacity or its capacity as general partner, limited partner or holder of Incentive Distribution Rights) or any of itsAffiliates, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action by the General Partner or itsAffiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of anyGroup Member Agreement, of any agreement contemplated herein or therein, or of any duty hereunder stated or implied by law or equity or otherwise, if theresolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the OutstandingCommon Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generallybeing provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships betweenthe parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorizedbut not required in connection with its resolution of such conflict of interest to seek Special Approval or Unitholder approval of such resolution, and the GeneralPartner may also adopt a resolution or course of action that has not received Special Approval or Unitholder approval. If Special Approval is sought, then it shall bepresumed that, in making its decision, the Conflicts Committee acted in good faith, and if neither Special Approval nor Unitholder approval is sought and the Boardof Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or(iv) above, then it shall be presumed that, in making its decision, the Board of Directors acted in good faith, and in any proceeding brought by any Limited Partneror by or on behalf of such Limited Partner or any other Limited Partner or the

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Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption.Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in theRegistration Statement and any actions of the General Partner taken in connection therewith are hereby approved by all Partners and shall not constitute a breach ofthis Agreement or of any duty hereunder or existing at law, in equity or otherwise.

(b) Whenever the General Partner, the Board of Directors or any committee of thereof (including the Conflicts Committee), makes a determination ortakes or declines to take any other action, or any of its Affiliates causes the General Partner to do so, in the General Partner’s capacity as the general partner of thePartnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby orotherwise, then, unless another express standard is provided for in this Agreement, the General Partner, the Board of Directors, such committee or such Affiliatescausing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other ordifferent standards (including fiduciary standards) imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or underthe Delaware Act or any other law, rule or regulation or at equity. In order for a determination or other action to be in “good faith” for purposes of this Agreement,the Person or Persons making such determination or taking or declining to take such other action must subjectively believe that the determination or other action isin, or not opposed to, the best interests of the Partnership.

(c) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in itsindividual capacity as opposed to in its capacity as the general partner of the Partnership, whether under this Agreement, any Group Member Agreement or anyother agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates causing it to do so, are entitled, to the fullest extent permitted bylaw, to make such determination or to take or decline to take such other action free of any duty (including any fiduciary duty) or obligation whatsoever to thePartnership, any Limited Partner or any other Person bound by this Agreement, and the General Partner, or such Affiliates causing it to do so, shall not, to thefullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, anyother agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. By way of illustration and not of limitation,whenever the phrases, “at the option of the General Partner,” “in its sole discretion” or some variation of those phrases, are used in this Agreement, it indicates thatthe General Partner is acting in its individual capacity. For the avoidance of doubt, whenever the General Partner votes or transfers its Partnership Interests, orrefrains from voting or transferring its Partnership Interests, or otherwise acts in its capacity as a limited partner or holder of Partnership Interests other than theGeneral Partner Interest, it shall be acting in its individual capacity.

(d) Notwithstanding anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express orimplied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business or (ii) permit any Group Member to useany facilities or assets of the General Partner and its Affiliates, except as may be provided in contracts entered into from time to time specifically dealing with suchuse. Any determination by the General Partner or any of its Affiliates to enter into such contracts shall be in its sole discretion.

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(e) Except as expressly set forth in this Agreement, neither the General Partner nor any other Indemnitee shall have any duties or liabilities, includingfiduciary duties, to the Partnership or any Limited Partner and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify theduties and liabilities, including fiduciary duties, of the General Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners toreplace such other duties and liabilities of the General Partner or such other Indemnitee.

(f) The Limited Partners hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve ofactions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to thisSection 7.9 .

Section 7.10 Other Matters Concerning the General Partner .

(a) The General Partner may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement,instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed orpresented by the proper party or parties.

(b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultantsand advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as tomatters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have beendone or omitted in good faith and in accordance with such advice or opinion.

(c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers,a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership or any Group Member.

Section 7.11 Purchase or Sale of Partnership Interests .

Subject to Section 5.11(b)(v) , Section 5.12(b)(v) and Section 5.13(b)(v) , the General Partner may cause the Partnership to purchase or otherwise acquirePartnership Interests; providedthat, except as permitted pursuant to Section 4.10 or with approval of the Conflicts Committee, the General Partner may not causeany Group Member to purchase Incentive Distribution Rights. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall notbe considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase orotherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Article IV and Article X.

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Section 7.12 Registration Rights of the General Partner and its Affiliates and Holdings .

(a) If (i) the General Partner or any Affiliate of the General Partner (including for purposes of this Section 7.12 , any Person that is an Affiliate of theGeneral Partner at the date hereof notwithstanding that it may later cease to be an Affiliate of the General Partner, but excluding any individual who is an Affiliateof the General Partner based on such individual’s status as an officer, director or employee of the General Partner or an Affiliate of the General Partner) orHoldings or any Affiliate of Holdings holds Partnership Interests that it desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule or regulation toRule 144) or another exemption from registration is not available to enable such holder of Partnership Interests (the “ Holder ”) to dispose of the number ofPartnership Interests it desires to sell at the time it desires to do so without registration under the Securities Act, then at the option and upon the request of theHolder, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all commercially reasonable efforts to causeto become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when allPartnership Interests covered by such registration statement have been sold, a registration statement under the Securities Act registering the offering and sale of thenumber of Partnership Interests specified by the Holder; provided, however, that the Partnership shall not be required to effect more than six registrations pursuantto this Section 7.12(a) with respect to requests by the General Partner or any of its Affiliates and not more than two registrations pursuant to this Section 7.12(a)with respect to requests by Holdings and its Affiliates; and providedfurther, however, that if the General Partner determines that a postponement of the requestedregistration would be in the best interests of the Partnership and its Partners due to a pending transaction, investigation or other event, the filing of such registrationstatement or the effectiveness thereof may be deferred for up to six months, but not thereafter. In connection with any registration pursuant to the immediatelypreceding sentence, the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the securities subject to suchregistration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in anyjurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreigncorporation or partnership doing business in such jurisdiction solely as a result of such registration, and (B) such documents as may be necessary to apply for listingor to list the Partnership Interests subject to such registration on such National Securities Exchange as the Holder shall reasonably request, and (ii) do any and allother acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Partnership Interests in such states. Except asset forth in Section 7.12(c) , all costs and expenses of any such registration and offering at the request of the General Partner or any of its Affiliates (other than theunderwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder. Except as set forth in Section 7.12(c) , all costsand expenses of one such registration and offering at the request of Holdings or its Affiliates (other than the underwriting discounts and commissions) shall be paidby the Partnership, without reimbursement by the Holder, but only to the extent Holdings or its Affiliates makes such request within twenty (20) days after a SeriesE Conversion Date resulting from a Series E Conversion Notice delivered by the Partnership in accordance with Section 5.13(b)(viii) , and all costs and expensesof any other such registration and offering at the request of Holdings or its Affiliates (including the underwriting discounts and commissions) shall be paid byHoldings or its Affiliates.

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(b) If the Partnership shall at any time propose to file a registration statement under the Securities Act for an offering of Partnership Interests for cash(other than an offering relating solely to a benefit plan), the Partnership shall use all commercially reasonable efforts to include such number or amount ofPartnership Interests held by any Holder in such registration statement as the Holder shall request; provided, that the Partnership is not required to make any effortor take any action to so include the Partnership Interests of the Holder once the registration statement becomes or is declared effective by the Commission,including any registration statement providing for the offering from time to time of Partnership Interests pursuant to Rule 415 of the Securities Act. If the proposedoffering pursuant to this Section 7.12(b) shall be an underwritten offering, then, in the event that the managing underwriter or managing underwriters of suchoffering advise the Partnership and the Holders that in their opinion the inclusion of all or some of the Holder’s Partnership Interests would adversely andmaterially affect the timing or success of the offering, the Partnership shall include in such offering only that number or amount, if any, of Partnership Interests heldby the Holder or Holders that, in the opinion of the managing underwriter or managing underwriters, will not so adversely and materially affect the offering. Exceptas set forth in Section 7.12(c) , all costs and expenses of any such registration and offering at the request of the General Partner or any of its Affiliates (other thanthe underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder. Except as set forth in Section 7.12(c) , allcosts and expenses of one such registration and offering at the request of Holdings or its Affiliates (other than the underwriting discounts and commissions) shall bepaid by the Partnership, without reimbursement by the Holder, but only to the extent Holdings or its Affiliates makes such request within twenty (20) days after aSeries E Conversion Date resulting from a Series E Conversion Notice delivered by the Partnership in accordance with Section 5.13(b)(viii) , and all costs andexpenses of any other such registration and offering at the request of Holdings or its Affiliates (including the underwriting discounts and commissions) shall bepaid by Holdings or its Affiliates.

(c) If underwriters are engaged in connection with any registration referred to in this Section 7.12 , the Partnership shall provide indemnification,representations, covenants, opinions and other assurance to the underwriters in form and substance reasonably satisfactory to such underwriters. Further, in additionto and not in limitation of the Partnership’s obligation under Section 7.7 , the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmlessthe Holder, its officers, directors and each Person who controls the Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “Indemnified Persons ”) from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments,fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Actor otherwise (hereinafter referred to in this Section 7.12(c) as a “ claim ” and in the plural as “ claims ”) based upon, arising out of or resulting from any untruestatement or alleged untrue statement of any material fact contained in any registration statement under which any Partnership Interests were registered under theSecurities Act or any state securities or Blue Sky laws, in any preliminary

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prospectus (if used prior to the effective date of such registration statement), or in any summary or final prospectus or issuer free writing prospectus or in anyamendment or supplement thereto (if used during the period the Partnership is required to keep the registration statement current), or arising out of, based upon orresulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein notmisleading; provided, however, that the Partnership shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is based upon orresults from an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, such preliminary, summary orfinal prospectus or any free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to thePartnership by or on behalf of such Indemnified Person specifically for use in the preparation thereof.

(d) The provisions of Section 7.12(a) and Section 7.12(b) shall continue to be applicable with respect to the General Partner (and any of the GeneralPartner’s Affiliates) after it ceases to be a general partner of the Partnership, during a period of two years subsequent to the effective date of such cessation and forso long thereafter as is required for such Holder to sell all of the Partnership Interests with respect to which it has requested during such two-year period inclusionin a registration statement otherwise filed or that a registration statement be filed; provided, however, that the Partnership shall not be required to file successiveregistration statements covering the same Partnership Interests for which registration was demanded during such two-year period. The provisions of Section 7.12(c) shall continue in effect thereafter.

(e) The rights to cause the Partnership to register Partnership Interests pursuant to this Section 7.12 may be assigned (but only with all relatedobligations) by a Holder to a transferee or assignee of such Partnership Interests, provided (i) the Partnership is, within a reasonable time after such transfer,furnished with written notice of the name and address of such transferee or assignee and the Partnership Interests with respect to which such registration rights arebeing assigned; and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms set forth in this Section 7.12 .

(f) Any request to register Partnership Interests pursuant to this Section 7.12 shall (i) specify the Partnership Interests intended to be offered and soldby the Person making the request, (ii) express such Person’s present intent to offer such Partnership Interests for distribution, (iii) describe the nature or method ofthe proposed offer and sale of Partnership Interests, and (iv) contain the undertaking of such Person to provide all such information and materials and take all actionas may be required in order to permit the Partnership to comply with all applicable requirements in connection with the registration of such Partnership Interests.

(g) The Partnership may enter into separate registration rights agreements with the General Partner or any of its Affiliates or Holdings.

Section 7.13 Reliance by Third Parties .

Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner andany officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership

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has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any authorized contracts onbehalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest,both legally and beneficially. Each Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may beavailable against such Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing. In no eventshall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have beencomplied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and everycertificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor ofany and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, thisAgreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to doso for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms andprovisions of this Agreement and is binding upon the Partnership.

ARTICLE VIIIBOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1 Records and Accounting .

The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’sbusiness, including all books and records necessary to provide to the Limited Partners any information required to be provided pursuant to Section 3.4(a) . Anybooks and records maintained by or on behalf of the Partnership in the regular course of its business, including the record of the Record Holders of Units or otherPartnership Interests, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, magnetic tape,photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible writtenform within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance withU.S. GAAP. The Partnership shall not be required to keep books maintained on a cash basis and the General Partner shall be permitted to calculate cash-basedmeasures, including Operating Surplus and Adjusted Operating Surplus, by making such adjustments to its accrual basis books to account for non-cash items andother adjustments as the General Partner determines to be necessary or appropriate.

Section 8.2 Fiscal Year .

The fiscal year of the Partnership shall be a fiscal year ending December 31.

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Section 8.3 Reports .

(a) As soon as practicable, but in no event later than 120 days after the close of each fiscal year of the Partnership, the General Partner shall cause tobe mailed or made available, by any reasonable means to each Record Holder of a Unit or other Partnership Interest as of a date selected by the General Partner, anannual report containing financial statements of the Partnership for such fiscal year of the Partnership, presented in accordance with U.S. GAAP, including abalance sheet and statements of operations, Partnership equity and cash flows, such statements to be audited by a firm of independent public accountants selectedby the General Partner.

(b) As soon as practicable, but in no event later than 90 days after the close of each Quarter except the last Quarter of each fiscal year, the GeneralPartner shall cause to be mailed or made available, by any reasonable means to each Record Holder of a Unit or other Partnership Interest, as of a date selected bythe General Partner, a report containing unaudited financial statements of the Partnership and such other information as may be required by applicable law,regulation or rule of any National Securities Exchange on which the Units are listed or admitted to trading, or as the General Partner determines to be necessary orappropriate.

(c) The General Partner shall be deemed to have made a report available to each Record Holder as required by this Section 8.3 if it has either (i) filedsuch report with the Commission via its Electronic Data Gathering, Analysis and Retrieval system, or any successor system, and such report is publicly available onsuch system or (ii) made such report available on any publicly available website maintained by the Partnership.

ARTICLE IXTAX MATTERS

Section 9.1 Tax Returns and Information .

The Partnership shall timely file all returns of the Partnership that are required for federal, state and local income tax purposes on the basis of the accrualmethod and the taxable period or years that it is required by law to adopt, from time to time, as determined by the General Partner. In the event the Partnership isrequired to use a taxable period other than a year ending on December 31, the General Partner shall use reasonable efforts to change the taxable period of thePartnership to a year ending on December 31. The tax information reasonably required by Record Holders for federal, state and local income tax reporting purposeswith respect to a taxable period shall be furnished to them within 90 days of the close of the calendar year in which the Partnership’s taxable period ends. Theclassification, realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting for U.S. federalincome tax purposes.

Section 9.2 Tax Elections .

(a) The Partnership shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject to thereservation of the right to seek to revoke any such election upon the General Partner’s determination that such revocation is in the best interests of the LimitedPartners. Notwithstanding any other provision herein contained, for the purposes of computing the adjustments under Section 743(b) of the Code, the General

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Partner shall be authorized (but not required) to adopt a convention whereby the price paid by a transferee of a Limited Partner Interest will be deemed to be thelowest quoted closing price of the Limited Partner Interests on any National Securities Exchange on which such Limited Partner Interests are listed or admitted totrading during the calendar month in which such transfer is deemed to occur pursuant to Section 6.2(f) without regard to the actual price paid by such transferee.

(b) Except as otherwise provided herein, the General Partner shall determine whether the Partnership should make any other elections permitted by theCode.

Section 9.3 Tax Controversies .

Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in Section 6231(a)(7) of the Code as in effect priorto the enactment of the Bipartisan Budget Act of 2015) and the “partnership representative” (as defined in Section 6223 of the Code following the enactment of theBipartisan Budget Act of 2015) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of thePartnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services andcosts associated therewith. In its capacity as “partnership representative,” the General Partner shall exercise, in its sole discretion, any and all authority of the“partnership representative” under the Code, including, without limitation, (i) binding the Partnership and its Partners with respect to tax matters and(ii) determining whether to make any available election under Section 6226 of the Code. Each Partner agrees to cooperate with the General Partner and to do orrefrain from doing any or all things reasonably required by the General Partner to conduct such proceedings. Each Partner agrees that notice of or updates regardingtax controversies shall be deemed conclusively to have been given or made by the Tax Matters Partner if the Partnership has either (a) filed the information forwhich notice is required with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such information is publicly available on suchsystem or (b) made the information for which notice is required available on any publicly available website maintained by the Partnership, whether or not suchPartner remains a Partner in the Partnership at the time such information is made publicly available.

The General Partner shall amend the provisions of this Agreement as appropriate to reflect the proposal or promulgation of Treasury Regulationsimplementing the partnership audit, assessment and collection rules adopted by the Bipartisan Budget Act of 2015, including any amendments to those rules.

Section 9.4 Withholding .

(a) The General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution of cash to suchPartners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

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(b) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause thePartnership and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law includingpursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authorityany amount resulting from the allocation or distribution of income to any Partner (including by reason of Section 1446 of the Code), the General Partner may treatthe amount withheld as a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Partner.

ARTICLE XADMISSION OF PARTNERS

Section 10.1 Admission of Limited Partners .

(a) The General Partner and AIM Midstream were admitted to the Partnership as Initial Limited Partners on November 4, 2009. The LTIP Partnerswere admitted to the Partnership as Limited Partners at various dates prior to the date hereof.

(b) A Person shall be admitted as a Limited Partner and shall become bound by the terms of this Agreement if such Person purchases or otherwiselawfully acquires any Limited Partner Interest and becomes the Record Holder of such Limited Partner Interests in accordance with the provisions of Article IV orArticle V. A Person may become a Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become aLimited Partner without acquiring a Limited Partner Interest and until such Person is reflected on the books and records of the Partnership as the Record Holder ofsuch Limited Partner Interest. The rights and obligations of a Person who is an Ineligible Holder shall be determined in accordance with Section 4.9 .

(c) The name and mailing address of each Record Holder shall be listed on the books and records of the Partnership maintained for such purpose bythe Partnership or the Transfer Agent. The General Partner shall update the books and records of the Partnership from time to time as necessary to reflect accuratelythe information therein (or shall cause the Transfer Agent to do so, as applicable). A Limited Partner Interest may be represented by a Certificate, as provided inSection 4.1 .

(d) Any transfer of a Limited Partner Interest shall not entitle the transferee to share in the profits and losses, to receive distributions, to receiveallocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes aLimited Partner pursuant to Section 10.1(b) .

Section 10.2 Admission of Successor General Partner .

A successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner Interest(represented by Notional General Partner Units) pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to thePartnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or Section 11.2 or the transfer of the General Partner Interest (represented by Notional General Partner Units) pursuant to Section 4.6 , provided, however,that no such successor shall

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be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents orinstruments as may be required to effect such admission. Any such successor is hereby authorized to and shall, subject to the terms hereof, carry on the business ofthe members of the Partnership Group without dissolution.

Section 10.3 Amendment of Agreement and Certificate of Limited Partnership .

To effect the admission to the Partnership of any Partner, the General Partner shall take all steps necessary or appropriate under the Delaware Act to amendthe records of the Partnership to reflect such admission and, if necessary, to prepare as soon as practicable an amendment to this Agreement and, if required by law,the General Partner shall prepare and file an amendment to the Certificate of Limited Partnership.

ARTICLE XIWITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1 Withdrawal of the General Partner .

(a) The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each suchevent herein referred to as an “ Event of Withdrawal ”);

(i) The General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;

(ii) The General Partner transfers all of its General Partner Interest pursuant to Section 4.6 ;

(iii) The General Partner is removed pursuant to Section 11.2 ;

(iv) The General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief underChapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not areorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against theGeneral Partner in a proceeding of the type described in clauses (A)-(C) of this Section 11.1(a)(iv) ; or (E) seeks, consents to or acquiesces in theappointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the General Partner or of all or any substantial part of its properties;

(v) A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriatejurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or (vi) (A) in the event the General Partner is a corporation, acertificate of dissolution or its equivalent is filed for the General Partner, or 90 days expire after the date of notice to the General Partner of revocation of itscharter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the General Partner is a partnership

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or a limited liability company, the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting in suchcapacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the General Partner is a natural person, his death or adjudicationof incompetency; and (E) otherwise in the event of the termination of the General Partner.

If an Event of Withdrawal specified in Section 11.1(a)(iv) , Section 11.1(a)(v) , Section 11.1(a)(vi)(A) , Section 11.1(a)(vi)(B) , Section 11.1(a)(vi)(C) orSection 11.1(a)(vi)(E) occurs, the withdrawing General Partner shall give notice to the Limited Partners within 30 days after such occurrence. The Partners herebyagree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the General Partner from the Partnership.

(b) Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of thisAgreement under the following circumstances: (i) at any time before 12:00 midnight, Central Time, on June 30, 2021, the General Partner voluntarily withdraws bygiving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners; provided, that prior to the effective date of such withdrawal, thewithdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and itsAffiliates) and the General Partner delivers to the Partnership an Opinion of Counsel (“ Withdrawal Opinion of Counsel ”) that such withdrawal (following theselection of the successor General Partner) would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or any Group Memberor cause any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (tothe extent not already so treated or taxed); (ii) at any time after 12:00 midnight, Central Time, on June 30, 2021, the General Partner voluntarily withdraws bygiving at least 90 days’ advance notice to the Unitholders, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the GeneralPartner ceases to be the General Partner pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2 ; or (iv) notwithstanding clause (i) of this sentence,at any time that the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners, suchwithdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the General Partner and itsAffiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership upon theoccurrence of an Event of Withdrawal shall also constitute the withdrawal of the General Partner as general partner or managing member, if any, to the extentapplicable, of the other Group Members. If the General Partner gives a notice of withdrawal, the holders of a Unit Majority, may, prior to the effective date of suchwithdrawal, elect a successor General Partner. The Person so elected as successor General Partner shall automatically become the successor general partner ormanaging member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If, prior to theeffective date of the General Partner’s withdrawal pursuant to Section 11.1(a)(i) , a successor is not selected by the Unitholders as provided herein or thePartnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 12.1 unless the business of thePartnership is continued pursuant to Section 12.2 . Any successor General Partner elected in accordance with the terms of this Section 11.1 shall be subject to theprovisions of Section 10.2 .

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Section 11.2 Removal of the General Partner .

The General Partner may be removed if such removal is approved by (i) the Unitholders holding at least 66 2/3% of the Outstanding Units (including Unitsheld by the General Partner and its Affiliates) voting as a single class, and (ii) prior to August 9, 2018, so long as the holders of the Incentive Distribution Rights asof August 9, 2013, together with their Affiliates, continue to own a majority of the Incentive Distribution Rights, the holders of a majority of the IncentiveDistribution Rights. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by (i) theUnitholders holding a majority of the Outstanding Common Units (including, in each case, Units held by the General Partner and its Affiliates), and (ii) prior toAugust 9, 2018, so long as the holders of the Incentive Distribution Rights as of August 9, 2013, together with their Affiliates, continue to own a majority of theIncentive Distribution Rights, the holders of a majority of the Incentive Distribution Rights. Such removal shall be effective immediately following the admissionof a successor General Partner pursuant to Section 10.2 . The removal of the General Partner shall also automatically constitute the removal of the General Partneras general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managingmember. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2 , such Person shall, upon admission pursuant toSection 10.2 , automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the GeneralPartner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercisedunless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected inaccordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Section 11.3 Interest of Departing General Partner and Successor General Partner .

(a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal ofthe General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordancewith the terms of Section 11.1 or Section 11.2 , the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal orremoval of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ general partner interest (orequivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights (collectively, the “ Combined Interest ” inexchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of itswithdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws undercircumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 orSection 11.2 (or if the business of the Partnership is continued pursuant to Section 11.2 and the successor General Partner is not the former General Partner), suchsuccessor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the businessof the Partnership is continued, prior to the date the business of the Partnership is

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continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitledto receive all reimbursements due such Departing General Partner pursuant to Section 7.4 , including any employee-related liabilities (including severanceliabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any GroupMember) for the benefit of the Partnership or the other Group Members.

For purposes of this Section 11.3(a) , the fair market value of the Combined Interest shall be determined by agreement between the Departing GeneralPartner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by anindependent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on otherexperts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or otherindependent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independentinvestment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or otherindependent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independentinvestment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such thirdindependent investment banking firm or other independent expert may consider the value of the Units, including the then current trading price of Units on anyNational Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the DepartingGeneral Partner, the value of the Incentive Distribution Rights and the General Partner Interest and other factors it may deem relevant.

(b) If the Combined Interest is not purchased in the manner set forth in Section 11.3(a) , the Departing General Partner (and its Affiliates, ifapplicable) shall become a Limited Partner and the Combined Interest shall be converted into Common Units pursuant to a valuation made by an investmentbanking firm or other independent expert selected pursuant to Section 11.3(a) , without reduction in such Partnership Interest (but subject to proportionate dilutionby reason of the admission of its successor). Any successor General Partner shall indemnify the Departing General Partner as to all debts and liabilities of thePartnership arising on or after the date on which the Departing General Partner becomes a Limited Partner. For purposes of this Agreement, conversion of theCombined Interest to Common Units will be characterized as if the Departing General Partner (and its Affiliates, if applicable) contributed the Combined Interest tothe Partnership in exchange for the newly issued Common Units.

(c) If a successor General Partner is elected in accordance with the terms Section 11.1 or Section 11.2 (or if the business of the Partnership iscontinued pursuant to Section 12.2 and the successor General Partner is not the former General Partner) and the option described in Section 11.3(a) is notexercised by the party entitled to do so, the successor General Partner shall, at the effective date of its admission to the Partnership, contribute to the Partnershipcash in the amount equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner Interest of the Departing GeneralPartner by (B) a percentage equal to 100% less the Percentage Interest of the General Partner Interest of the

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Departing General Partner and (y) the Net Agreed Value of the Partnership’s assets on such date. In such event, such successor General Partner shall, subject to thefollowing sentence, be entitled to its Percentage Interest of all Partnership allocations and distributions to which the Departing General Partner was entitled inrespect of its General Partner Interest. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date ofsuch successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be its Percentage Interest.

Section 11.4 Extinguishment of Cumulative Common Unit Arrearages .

Notwithstanding any provision of this Agreement, if the General Partner is removed as general partner of the Partnership under circumstances where Causedoes not exist and Units held by the General Partner and its Affiliates are not voted in favor of such removal, (i) all Cumulative Common Unit Arrearages on theCommon Units will be extinguished and (ii) the General Partner will have the right to convert its General Partner Interest (represented by Notional General PartnerUnits) and its Incentive Distribution Rights into Common Units or to receive cash in exchange therefor in accordance with Section 11.3 .

Section 11.5 Withdrawal of Limited Partners

No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited PartnerInterest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect tothe Limited Partner Interest so transferred.

ARTICLE XIIDISSOLUTION AND LIQUIDATION

Section 12.1 Dissolution .

The Partnership shall not be dissolved by the admission of Additional Limited Partners or by the admission of a successor General Partner in accordancewith the terms of this Agreement. Upon the removal or withdrawal of the General Partner, if a successor General Partner is elected pursuant to Section 11.1 ,Section 11.2 or Section 12.2 , the Partnership shall not be dissolved and such successor General Partner is hereby authorized to, and shall, continue the business ofthe Partnership. Subject to Section 12.2 , the Partnership shall dissolve, and its affairs shall be wound up, upon:

(a) an Event of Withdrawal of the General Partner as provided in Section 11.1(a) , unless a successor is admitted to the Partnership pursuant to thisAgreement;

(b) an election to dissolve the Partnership by the General Partner that is approved by the holders of a Unit Majority;

(c) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act; or

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(d) at any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act.

Section 12.2 Continuation of the Business of the Partnership After Dissolution .

Upon an Event of Withdrawal caused by (a) the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or Section 11.1(a)(iii) andthe failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2 , then within 90 days thereafter, or(b) an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv) , Section 11.1(a)(v) or Section 11.1(a)(vi) , then, to the maximum extentpermitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditionsset forth in this Agreement by appointing, effective as of the date of the Event of Withdrawal, as a successor General Partner a Person approved by the holders of aUnit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to windup its affairs. If such an election is so made, then:

(i) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII;

(ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in themanner provided in Section 11.3 ; and

(iii) the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeingin writing to be bound by this Agreement;

provided, that the right of the holders of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist andmay not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liabilityunder the Delaware Act of any Limited Partner and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporationor otherwise be taxable as an entity for U.S. federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).

Section 12.3 Liquidator .

Upon dissolution of the Partnership, the General Partner shall select one or more Persons to act as Liquidator. The Liquidator (if other than the GeneralPartner) shall be entitled to receive such compensation for its services as may be approved by holders of at least a majority of the Outstanding Common Units. TheLiquidator (if other than the General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or withoutcause, by notice of removal approved by holders of at least a majority of the Outstanding Common Units. Upon dissolution, removal or resignation of theLiquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 daysthereafter be approved by holders of at least a majority of the Outstanding Common Units. The right to approve a successor or substitute Liquidator in the

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manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expresslyprovided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any ofthe parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations,contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3 ) necessary or appropriate to carry out theduties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Partnership asprovided for herein.

Section 12.4 Liquidation .

The Liquidator shall proceed to dispose of the assets of the Partnership, discharge its liabilities, and otherwise wind up its affairs in such manner and oversuch period as determined by the Liquidator, subject to Section 17-804 of the Delaware Act and the following:

(a) The assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator and suchPartner or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 12.4(c) to havereceived cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners. The Liquidatormay defer liquidation or distribution of the Partnership’s assets for a reasonable time if it determines that an immediate sale or distribution of all or some of thePartnership’s assets would be impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’s assets, in whole or in part, inkind if it determines that a sale would be impractical or would cause undue loss to the Partners.

(b) Liabilities of the Partnership include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 12.3 ) and amounts to Partners otherwise than in respect of their distribution rights under Article VI . With respect to any liability that is contingent, conditional orunmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve ofcash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be applied as additional liquidation proceeds.

(c) All property and all cash in excess of that required to (i) discharge liabilities as provided in Section 12.4(b) , (ii) satisfy liquidation preferences ofthe Series A Preferred Units provided for under Section 5.11(b)(iv) , (iii) satisfy liquidation preferences of the Series C Preferred Units provided for under Section 5.12(b)(iv) , and (iv) satisfy liquidation preferences of the Series E Preferred Units provided for under Section 5.13(b)(iv) shall be distributed to the Partners(including the holder of the HPIP Equity Interest) in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determinedafter taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c) ) for the taxable periodof the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury RegulationSection 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable period (or, if later, within 90 days after said date of such occurrence).

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Section 12.5 Cancellation of Certificate of Limited Partnership .

Upon the completion of the distribution of Partnership cash and property as provided in Section 12.4 in connection with the liquidation of the Partnership,the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shallbe canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

Section 12.6 Return of Contributions .

The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable itto effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any suchreturn shall be made solely from Partnership assets.

Section 12.7 Waiver of Partition .

To the maximum extent permitted by law, each Partner hereby waives any right to partition of the Partnership property.

Section 12.8 Capital Account Restoration .

No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General Partnershall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable period of thePartnership during which such liquidation occurs.

Section 12.9 Series A Liquidation Value, Series C Liquidation Value and Series E Liquidation Value .

Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Series A Preferred Units, the Series C Preferred Units and the SeriesE Preferred Units shall have the rights, preferences and privileges set forth in Section 5.11(b)(iv) , Section 5.12(b)(iv) and Section 5.13(b)(iv) , respectively, uponliquidation of the Partnership pursuant to this Article XII.

ARTICLE XIIIAMENDMENT OF PARTNERSHIP AGREEMENT;

MEETINGS; RECORD DATE

Section 13.1 Amendments to be Adopted Solely by the General Partner .

Except as set forth in Section 5.11(b)(v) , Section 5.12(b)(v) and Section 5.13(b)(v) , each Partner agrees that the General Partner, without the approval ofany Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required inconnection therewith, to reflect:

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(a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership orthe registered office of the Partnership;

(b) the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement;

(c) (c) a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as alimited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not betreated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;

(d) (d) a change that the General Partner determines, (i) does not adversely affect in any material respect the Limited Partners considered as a whole orany particular class of Partnership Interests as compared to other classes of Partnership Interests, (ii) to be necessary or appropriate to (A) satisfy any requirements,conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in anyfederal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units intodifferent classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of anyNational Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken bythe General Partner pursuant to Section 5.8 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of thisAgreement or is otherwise contemplated by this Agreement;

(e) (e) a change in the fiscal year or taxable period of the Partnership and any other changes that the General Partner determines to be necessary orappropriate as a result of a change in the fiscal year or taxable period of the Partnership including, if the General Partner shall so determine, a change in thedefinition of “ Quarter ” and the dates on which distributions are to be made by the Partnership;

(f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers, trustees oragents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, asamended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such aresubstantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(g) an amendment that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of anyclass or series of Partnership Interests and options, rights, warrants, appreciation rights, tracking and phantom

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interests or other economic interests in the Partnership relating to Partnership Interests pursuant to Section 5.8 , including any amendment that the General Partnerdetermines is necessary or appropriate in connection with (i) the adjustments of the Minimum Quarterly Distribution pursuant to the provisions of Section 5.10 ,(ii) the implementation of the provisions of Section 5.10 or (iii) any modifications to the Incentive Distribution Rights made in connection with the issuance ofPartnership Interests pursuant to Section 5.6 , provided that, with respect to this clause (iii), the modifications to the Incentive Distribution Rights and the relatedissuance of Partnership Interests have received Special Approval;

(h) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone;

(i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3 ;

(j) an amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, orinvestment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by thePartnership of activities permitted by the terms of Section 2.4 or Section 7.1(a) ;

(k) (k) a merger, conveyance or conversion pursuant to Section 14.3(d) ; or

(l) any other amendments substantially similar to the foregoing.

Section 13.2 Amendment Procedures .

Except as provided in Section 13.1 and Section 13.3 , all amendments to this Agreement shall be made in accordance with the requirements contained inthis Section 13.2 . Amendments to this Agreement may be proposed only by the General Partner; provided, however, that, to the full extent permitted by law, theGeneral Partner shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so free of any duty (including anyfiduciary duty) or obligation whatsoever to the Partnership, any Limited Partner, or any other Person bound by this Agreement and, in declining to propose orapprove an amendment, to the fullest extent permitted by law shall not be required to act in good faith or pursuant to any other standard imposed by thisAgreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.A proposed amendment shall be effective upon its approval by the General Partner and, except as otherwise provided by Section 13.1 and Section 13.3 , theholders of a Unit Majority, unless a greater or different percentage is required under this Agreement. Each proposed amendment that requires the approval of theholders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment isproposed, the General Partner shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider andvote on such proposed amendment. The General Partner shall notify all Record Holders upon final adoption of any such proposed amendments. The GeneralPartner shall be deemed to have notified all Record Holders as required by this Section 13.2 if it has either (i) filed such amendment with the

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Commission via its Electronic Data Gathering, Analysis and Retrieval system, or any successor system, and such amendment is publicly available on such systemor (ii) made such amendment available on any publicly available website maintained by the Partnership.

Section 13.3 Amendment Requirements .

(a) Notwithstanding the provisions of Section 13.1 and Section 13.2 , no provision of this Agreement that establishes a percentage of OutstandingUnits (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of the Partners) holding a specified PercentageInterest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of in the case of anyprovision of this Agreement other than Section 11.2 or Section 13.4 , reducing such percentage, unless such amendment is approved by the written consent or theaffirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced orincreased, as applicable or the affirmative vote of Partners whose aggregate Percentage Interest constitutes not less than the voting requirement sought to bereduced, as applicable.

(b) Notwithstanding the provisions of Section 13.1 and Section 13.2 , no amendment to this Agreement may (i) enlarge the obligations of (includingrequiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unlesssuch shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c) , or (ii) enlarge the obligations of, restrict, change ormodify in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner or any ofits Affiliates without its consent, which consent may be given or withheld at its option.

(c) Except as provided in Section 14.3 and Section 13.1 (this Section 13.3(c) being subject to the General Partner’s authority to adopt amendments tothis Agreement without the approval of any Partners as contemplated in Section 13.1 ), any amendment that would have a material adverse effect on the rights orpreferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority ofthe Outstanding Partnership Interests of the class or series affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect,such amendment shall only be required to be approved by the adversely affected class or classes.

(d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided bySection 14.3(b) , no amendments shall become effective without the approval of the holders of at least 90% of the Percentage Interests of all Limited Partnersvoting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any LimitedPartner under applicable partnership law of the state under whose laws the Partnership is organized.

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(e) Except as provided in Section 13.1 , this Section 13.3 shall only be amended with the approval of Partners (including the General Partner and itsAffiliates) holding at least 90% of the Percentage Interests of all Limited Partners.

Section 13.4 Special Meetings .

All acts of Limited Partners to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XIII. Special meetings of theLimited Partners may be called by the General Partner or by Limited Partners owning 20% or more of the Outstanding Units of the class or classes for which ameeting is proposed. Limited Partners shall call a special meeting by delivering to the General Partner one or more requests in writing stating that the signingLimited Partners wish to call a special meeting and indicating the general or specific purposes for which the special meeting is to be called. Within 60 days afterreceipt of such a call from Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules,regulations, listing agreements or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such a meeting, the GeneralPartner shall send a notice of the meeting to the Limited Partners either directly or indirectly through the Transfer Agent. A meeting shall be held at a time andplace determined by the General Partner on a date not less than 10 days nor more than 60 days after the time notice of the meeting is given as provided in Section 16.1 . Limited Partners shall not vote on matters that would cause the Limited Partners to be deemed to be taking part in the management and control of thebusiness and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability under the Delaware Act or the law of any other state in which thePartnership is qualified to do business.

Section 13.5 Notice of a Meeting .

Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of the class or classes of Units for which a meeting is proposed inwriting by mail or other means of written communication in accordance with Section 16.1 . The notice shall be deemed to have been given at the time whendeposited in the mail or sent by other means of written communication.

Section 13.6 Record Date .

For purposes of determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners or to give approvals without a meetingas provided in Section 13.11 the General Partner may set a Record Date, which shall not be less than 10 nor more than 60 days before (a) the date of the meeting(unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed or admittedto trading or U.S. federal securities laws, in which case the rule, regulation, guideline or requirement of such National Securities Exchange or U.S. federal securitieslaws shall govern) or (b) in the event that approvals are sought without a meeting, the date by which Limited Partners are requested in writing by the GeneralPartner to give such approvals. If the General Partner does not set a Record Date, then (a) the Record Date for determining the Limited Partners entitled to notice ofor to vote at a meeting of the Limited Partners shall be the close of business on the day next preceding the day on which notice is given, and (b) the Record Date for

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determining the Limited Partners entitled to give approvals without a meeting shall be the date the first written approval is deposited with the Partnership in care ofthe General Partner in accordance with Section 13.11 .

Section 13.7 Adjournment .

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if thetime and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 45 days. At the adjournedmeeting, the Partnership may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 45 days or if a newRecord Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article XIII .

Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes .

The transactions of any meeting of Limited Partners, howevercalled and noticed, and whenever held, shall be as valid as if it had occurred at a meeting dulyheld after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver ofnotice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transactionof any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove theconsideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

Section 13.9 Quorum and Voting .

The holders of a majority, by Percentage Interest, of the Partnership Interests of the class or classes for which a meeting has been called (includingPartnership Interests deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Partners of such class orclasses unless any such action by the Partners requires approval by holders of a greater Percentage Interest, in which case the quorum shall be such greaterPercentage Interest. At any meeting of the Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Partnersholding Partnership Interests that in the aggregate represent a majority of the Percentage Interest of those present in person or by proxy at such meeting shall bedeemed to constitute the act of all Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, inwhich case the act of the Partners holding Partnership Interests that in the aggregate represent at least such greater or different percentage shall be required;provided, however, that if, as a matter of law or amendment to this Agreement, approval by plurality vote of Partners (or any class thereof) is required to approveany action, no minimum quorum shall be required. The Partners present at a duly called or held meeting at which a quorum is present may continue to transactbusiness until adjournment, notwithstanding the withdrawal of enough Partners to leave less than a quorum, if any action taken (other than adjournment) isapproved by Partners holding the required Percentage Interest specified in this Agreement. In the absence of a quorum any meeting of Partners may be adjournedfrom time to time by the affirmative vote of

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Partners with at least a majority, by Percentage Interest, of the Partnership Interests entitled to vote at such meeting (including Partnership Interests deemed ownedby the General Partner) represented either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7 .

Section 13.10 Conduct of a Meeting .

The General Partner shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation ofapprovals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4 , theconduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during themeeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of anymeeting. All minutes shall be kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulationsconsistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited Partners or solicitation ofapprovals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submissionand examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing.

Section 13.11 Action Without a Meeting .

If authorized by the General Partner, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting, without a vote andwithout prior notice, if an approval in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum percentage, byPercentage Interest, of the Partnership Interests of the class or classes for which a meeting has been called (including Partnership Interests deemed owned by theGeneral Partner), as the case may be, that would be necessary to authorize or take such action at a meeting at which all the Limited Partners entitled to vote at suchmeeting were present and voted (unless such provision conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on whichthe Units are listed or admitted to trading, in which case the rule, regulation, guideline or requirement of such National Securities Exchange shall govern). Promptnotice of the taking of action without a meeting shall be given to the Limited Partners who have not approved in writing. The General Partner may specify that anywritten ballot, if any, submitted to Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within the timeperiod, which shall be not less than 20 days, specified by the General Partner. If a ballot returned to the Partnership does not vote all of the Units held by theLimited Partners, the Partnership shall be deemed to have failed to receive a ballot for the Units that were not voted. If approval of the taking of any action by theLimited Partners is solicited by any Person other than by or on behalf of the General Partner, the written approvals shall have no force and effect unless and until(a) they are deposited with the Partnership in care of the General Partner and (b) an Opinion of Counsel is delivered to the General Partner to the effect that theexercise of such right and the action proposed to be taken with respect to any particular matter (i) will not cause the Limited Partners to be deemed to be taking partin the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability, and (ii) is otherwisepermissible under the state

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statutes then governing the rights, duties and liabilities of the Partnership and the Partners. Nothing contained in this Section 13.11 shall be deemed to require theGeneral Partner to solicit all Limited Partners in connection with a matter approved by the holders of the requisite Percentage Interest acting by written consentwithout a meeting.

Section 13.12 Right to Vote and Related Matters .

(a) Only those Record Holders of the Outstanding Units on the Record Date set pursuant to Section 13.6 shall be entitled to notice of, and to vote at, ameeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references in thisAgreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of suchOutstanding Units.

(b) With respect to Units that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation,or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall, in exercising the voting rights in respect of such Units onany matter, and unless the arrangement between such Persons provides otherwise, vote such Units in favor of, and at the direction of, the Person who is thebeneficial owner, and the Partnership shall be entitled to assume it is so acting without further inquiry. The provisions of this Section 13.12(b) (as well as all otherprovisions of this Agreement) are subject to the provisions of Section 4.3 .

ARTICLE XIVMERGER, CONSOLIDATION OR CONVERSION

Section 14.1 Authority .

The Partnership may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estateinvestment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partnership)) orconvert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to awritten plan of merger or consolidation (“ Merger Agreement ”) or a written plan of conversion (“ Plan of Conversion ”), as the case may be, in accordance withthis Article XIV .

Section 14.2 Procedure for Merger, Consolidation or Conversion .

(a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided,however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion ofthe Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent toa merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreementcontemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

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(b) If the General Partner shall determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, whichshall set forth:

(i) the name and jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;

(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity ”);

(iii) the terms and conditions of the proposed merger or consolidation;

(iv) the manner and basis of exchanging or converting the equity interests of each constituent business entity for, or into, cash, property orinterests, rights, securities or obligations of the Surviving Business Entity; and (i) if any interests, securities or rights of any constituent business entity arenot to be exchanged or converted solely for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity, then thecash, property or interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability company, unincorporatedbusiness or other entity (other than the Surviving Business Entity) that the holders of such interests, securities or rights are to receive in exchange for, orupon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of suchcertificates, which cash, property or interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership,corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are tobe delivered;

(v) (v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate ofincorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership, certificate of formation or limited liability companyagreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

(vi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.5 or a later datespecified in or determinable in accordance with the Merger Agreement ( provided, that if the effective time of the merger is to be later than the date of thefiling of such certificate of merger, the effective time shall be fixed at a date or time certain and stated in the certificate of merger); and

(vii) such other provisions with respect to the proposed merger or consolidation that the General Partner determines to be necessary orappropriate.

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(c) If the General Partner shall determine to consent to the conversion, the General Partner shall approve the Plan of Conversion, which shall set forth:

(i) the name of the converting entity and the converted entity;

(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;

(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity isto be incorporated, formed or organized;

(iv) the manner and basis of exchanging or converting the equity interests or other rights or securities of the converting entity for, or into, cash,property, rights, securities or interests of the converted entity, or, in addition to or in lieu thereof, cash, property, rights, securities or interests of anotherentity;

(v) in an attachment or exhibit, the certificate of conversion; and

(vi) in an attachment or exhibit, the articles of incorporation, or other organizational documents of the converted entity;

(vii) the effective time of the conversion, which may be the date of the filing of the certificate of conversion or a later date specified in ordeterminable in accordance with the Plan of Conversion ( provided, that if the effective time of the conversion is to be later than the date of the filing of suchcertificate of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such certificate of conversion andstated therein); and (viii) such other provisions with respect to the proposed conversion that the General Partner determines to be necessary or appropriate.

Section 14.3 Approval by Limited Partners .

(a) Except as provided in Section 14.3(d) , Section 5.11(b)(v) , Section 5.12(b)(v) and Section 5.13(b)(v) , the General Partner, upon its approval ofthe Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submittedto a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or asummary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or thewritten consent.

(b) Except as provided in Section 14.3(d) , Section 14.3(e) , Section 5.11(b)(v) , Section 5.12(b)(v) and Section 5.13(b)(v) , the Merger Agreementor the Plan of Conversion, as the case may be, shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the MergerAgreement or the Plan of Conversion, as the case may be, effects an amendment to any provision of this Agreement that, if contained in an amendment to thisAgreement adopted pursuant to Article XIII , would require for its approval the vote or consent of the holders of a greater percentage of the Outstanding Units or ofany class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement or the Plan ofConversion, as the case may be.

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(c) Except as provided in Section 14.3(d) , Section 14.3(e) , Section 5.11(b)(v) , Section 5.12(b)(v) and Section 5.13(b)(v) , after such approval byvote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger or certificate of conversion pursuant to Section 14.5 , themerger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as thecase may be.

(d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partnerapproval, to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member into, or convey all ofthe Partnership’s assets to, another limited liability entity that shall be newly formed and shall have no assets, liabilities or operations at the time of such merger,conveyance or conversion other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counselthat the merger, conveyance or conversion, as the case may be, would not result in the loss of the limited liability of any Limited Partner as compared to its limitedliability under the Delaware Act or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed asan entity for U.S. federal income tax purposes (to the extent not already treated as such), (ii) the sole purpose of such merger, conveyance or conversion is to effecta mere change in the legal form of the Partnership into another limited liability entity and (iii) the General Partner determines that the governing instruments of thenew entity provide the Limited Partners and the General Partner with substantially the same rights and obligations as are herein contained.

(e) Additionally, notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without LimitedPartner approval, to merge or consolidate the Partnership with or into another entity if (A) the General Partner has received an Opinion of Counsel that the mergeror consolidation, as the case may be, would not result in the loss of the limited liability of any Limited Partner as compared to its limited liability under theDelaware Act or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S.federal income tax purposes (to the extent not already treated as such), (B) the merger or consolidation would not result in an amendment to this Agreement, otherthan any amendments that could be adopted pursuant to Section 13.1 , (C) the Partnership is the Surviving Business Entity in such merger or consolidation,(D) each Partnership Interest outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Partnership Interest of thePartnership after the effective date of the merger or consolidation, and (E) the number of Partnership Interests to be issued by the Partnership in such merger orconsolidation does not exceed 20% of the Partnership Interests (other than the Incentive Distribution Rights) Outstanding immediately prior to the effective date ofsuch merger or consolidation.

Section 14.4 Amendment of Partnership Agreement .

Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effectany amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any suchamendment or adoption made pursuant to this Section 14.4 shall be effective at the effective time or date of the merger or consolidation.

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Section 14.5 Certificate of Merger or Certificate of Conversion .

Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate ofmerger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with therequirements of the Delaware Act.

Section 14.6 Effect of Merger, Consolidation or Conversion .

(a) At the effective time of the merger:

(i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal andmixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vestedin the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of eachconstituent business entity;

(ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any wayimpaired because of the merger or consolidation; and

(iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preservedunimpaired; and (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforcedagainst it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

(b) At the effective time of the conversion:

(i) the Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its priororganizational form;

(ii) all rights, title, and interests to all real estate and other property owned by the Partnership shall continue to be owned by the converted entityin its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, butsubject to any existing liens or other encumbrances thereon;

(iii) all liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its neworganizational form without impairment or diminution by reason of the conversion;

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(iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in theircapacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities and obligations and may be pursuedby such creditors and obligees as if the conversion did not occur; and

(v) a proceeding pending by or against the Partnership or by or against any of Partners in their capacities as such may be continued by or againstthe converted entity in its new organizational form and by or against the prior partners without any need for substitution of parties; and (vi) the PartnershipUnits or other rights, securities or interests of the Partnership that are to be converted into cash, property, rights, securities or interests in the converted entity,or rights, securities or interests in any other entity, as provided in the Plan of Conversion shall be so converted, and Partners shall be entitled only to therights provided in the Plan of Conversion.

ARTICLE XVRIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1 Right to Acquire Limited Partner Interests .

(a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the totalLimited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part tothe Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests ofsuch class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three daysprior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any suchLimited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

(b) If the General Partner, any Affiliate of the General Partner or the Partnership elects to exercise the right to purchase Limited Partner Interestsgranted pursuant to Section 15.1(a) , the General Partner shall deliver to the Transfer Agent notice of such election to purchase (the “ Notice of Election toPurchase ”) and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of suchclass or classes (as of a Record Date selected by the General Partner) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election toPurchase shall also be published for a period of at least three consecutive days in at least two daily newspapers of general circulation printed in the Englishlanguage and published in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined inaccordance with Section 15.1(a) ) at which Limited Partner Interests will be purchased and state that the General Partner, its Affiliate or the Partnership, as the casemay be, elects to purchase such Limited Partner Interests, upon surrender of Certificates representing such Limited Partner Interests in the case of Limited PartnerInterests evidenced by Certificates in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent

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may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading. Any such Noticeof Election to Purchase mailed to a Record Holder of Limited Partner Interests at his address as reflected in the records of the Transfer Agent shall be conclusivelypresumed to have been given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or thePartnership, as the case may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate purchase price of all of such LimitedPartner Interests to be purchased in accordance with this Section 15.1 . If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holdersof Limited Partner Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate shall not have beensurrendered for purchase, all rights of the holders of such Limited Partner Interests shall thereupon cease, except the right to receive the purchase price (determinedin accordance with Section 15.1(a) ) for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representingsuch Limited Partner Interests in the case of Limited Partner Interests evidenced by Certificates, and such Limited Partner Interests shall thereupon be deemed to betransferred to the General Partner, its Affiliate or the Partnership, as the case may be, on the record books of the Transfer Agent and the Partnership, and theGeneral Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be the owner of all such Limited Partner Interestsfrom and after the Purchase Date and shall have all rights as the owner of such Limited Partner Interests.

(c) In the case of Limited Partner Interests evidenced by Certificates, at any time from and after the Purchase Date, a holder of an Outstanding LimitedPartner Interest subject to purchase as provided in this Section 15.1 may surrender his Certificate evidencing such Limited Partner Interest to the Transfer Agent inexchange for payment of the amount described in Section 15.1(a) , therefor, without interest thereon.

(d) Nothing in this Article XV shall affect or limit the Partnership’s call rights with respect to Series A-2 Preferred Units, Series C Preferred Units andSeries E Preferred Units set forth in Section 5.11(c) , Section 5.12(c) and Section 5.13(c) , respectively.

ARTICLE XVIGENERAL PROVISIONS

Section 16.1 Addresses and Notices; Written Communications .

(a) Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner under this Agreement shall be inwriting and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication tothe Partner at the address described below. Any notice, payment or report to be given or made to a Partner hereunder shall be deemed conclusively to have beengiven or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending ofsuch notice, payment or report to the Record Holder of such Partnership Interests at his address as shown on the records of the Transfer Agent or as otherwiseshown on the records of the

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Partnership, regardless of any claim of any Person who may have an interest in such Partnership Interests by reason of any assignment or otherwise.Notwithstanding the foregoing, if (i) a Partner shall consent to receiving notices, demands, requests, reports or proxy materials via electronic mail or by the Internetor (ii) the rules of the Commission shall permit any report or proxy materials to be delivered electronically or made available via the Internet, any such notice,demand, request, report or proxy materials shall be deemed given or made when delivered or made available via such mode of delivery. An affidavit or certificateof making of any notice, payment or report in accordance with the provisions of this Section 16.1 executed by the General Partner, the Transfer Agent or themailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report given or made inaccordance with the provisions of this Section 16.1 is returned marked to indicate that such notice, payment or report was unable to be delivered, such notice,payment or report and, in the case of notices, payments or reports returned by the United States Postal Service (or other physical mail delivery mail service outsidethe United States of America), any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until suchtime as such Record Holder or another Person notifies the Transfer Agent or the Partnership of a change in his address) or other delivery if they are available for thePartner at the principal office of the Partnership for a period of one year from the date of the giving or making of such notice, payment or report to the otherPartners. Any notice to the Partnership shall be deemed given if received by the General Partner at the principal office of the Partnership designated pursuant toSection 2.3 . The General Partner may rely and shall be protected in relying on any notice or other document from a Partner or other Person if believed by it to begenuine.

(b) The terms “in writing”, “written communications,” “written notice” and words of similar import shall be deemed satisfied under this Agreement byuse of e-mail and other forms of electronic communication.

Section 16.2 Further Action .

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate toachieve the purposes of this Agreement.

Section 16.3 Binding Effect .

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representativesand permitted assigns.

Section 16.4 Integration .

This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements andunderstandings pertaining thereto.

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Section 16.5 Creditors .

None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 16.6 Waiver .

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right orremedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 16.7 Third-Party Beneficiaries .

Each Partner agrees that (a) any Indemnitee shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to thoseprovisions of this Agreement affording a right, benefit or privilege to such Indemnitee and (b) any Unrestricted Person shall be entitled to assert rights and remedieshereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Unrestricted Person.

Section 16.8 Counterparts .

This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding thatall such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement (a) immediately upon affixing itssignature hereto, (b) in the case of the General Partner and the holders of Limited Partner Interests outstanding immediately prior to the closing of the Initial PublicOffering, immediately upon the closing of the Initial Public Offering, without the execution hereof, or (c) in the case of a Person acquiring a Limited PartnerInterest pursuant to Section 10.1(b) , immediately upon the acquisition of such Limited Partner Interest, without execution hereof.

Section 16.9 Applicable Law; Forum; Venue and Jurisdiction; Waiver of Trial by Jury .

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles ofconflicts of law.

(b) Each of the Partners and each Person holding any beneficial interest in the Partnership (whether through a broker, dealer, bank, trust company orclearing corporation or an agent of any of the foregoing or otherwise):

(i) (i) irrevocably agrees that any claims, suits, actions or proceedings (A) arising out of or relating in any way to this Agreement (including anyclaims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or liabilities among Partners or of Partners tothe Partnership, or the rights or powers of, or restrictions on, the Partners or the Partnership), (B) brought in a derivative manner on behalf of the Partnership,(C) asserting a claim of breach of duty (including

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any fiduciary duty) owed by any director, officer, or other employee of the Partnership or the General Partner, or owed by the General Partner, to thePartnership or the Partners, (D) asserting a claim arising pursuant to or to interpret or enforce any provision of the Delaware Act or (E) asserting a claimgoverned by the internal affairs doctrine, shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whethersuch claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds,or are derivative or direct claims;

(ii) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit,action or proceeding;

(iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to thejurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delawaremay be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding isimproper;

(iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding;

(v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copythereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process andnotice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law; and

(vi) IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONSOF THIS AGREEMENT.

Section 16.10 Invalidity of Provisions .

If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legalityand enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extentpermitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and suchprovision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

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Section 16.11 Consent of Partners .

Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote orconsent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner and each other Personbound by the provisions of this Agreement shall be bound by the results of such action.

Section 16.12 Electronically Transmitted Signatures .

The use of facsimile or .pdf signatures affixed in the name and on behalf of the transfer agent and registrar of the Partnership on Certificates representingCommon Units is expressly permitted by this Agreement.

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IN WITNESS WHEREOF , the General Partner has executed this Agreement as of the date first written above.

GENERAL PARTNER


By: Name: Title:

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EXHIBIT Ato the Sixth Amended and Restated

Agreement of Limited Partnership ofAmerican Midstream Partners, LP

Certificate Evidencing Common UnitsRepresenting Limited Partner Interests in

American Midstream Partners, LP

Certificate No. Number of Common Units:

In accordance with Section 4.1 of the Sixth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, as amended,supplemented or restated from time to time (the “ Partnership Agreement ”), American Midstream Partners, LP, a Delaware limited partnership (the “Partnership ”), hereby certifies that (the “ Holder ”) is the registered owner of Common Units representing limited partner interests in the Partnership (the “Common Units ”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. Therights, preferences and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in allrespects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished withoutcharge on delivery of written request to the Partnership at, the principal office of the Partnership located at 1400 16th Street, Suite 310, Denver, Colorado 80202.Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF AMERICAN MIDSTREAM PARTNERS, LP THAT THISSECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THETHEN-APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGECOMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCHTRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF AMERICAN MIDSTREAM PARTNERS, LP UNDER THE LAWS OF THESTATE OF DELAWARE OR (C) CAUSE AMERICAN MIDSTREAM PARTNERS, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS ACORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SOTREATED OR TAXED). AMERICAN MIDSTREAM GP, LLC OR ITS SUCCESSOR, THE GENERAL PARTNER OF AMERICAN MIDSTREAMPARTNERS, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSELTHAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF AMERICAN MIDSTREAM PARTNERS, LP BECOMINGTAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THERESTRICTIONS SET FORTH

A-1

ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THEFACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

The Holder, by accepting this Certificate, (i) shall become bound by the terms of the Partnership Agreement, (ii) represents and warrants that the Holder hasall right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement and (iii) makes the waivers and gives theconsents and approvals contained in the Partnership Agreement.

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.

Dated: American Midstream Partners, LP

Countersigned and Registered by:

By: American Midstream GP, LLC,its General Partner

By: as Transfer Agent and Registrar Name

By:

By: Authorized Signature Secretary

A-2

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws orregulations:

TEN COM—as tenants in common UNIF GIFT / TRANSFER MIN ACT

TEN ENT—as tenants by the entireties Custodian

(Cust) (Minor)

JT TEN—as joint tenants with right of under Uniform Gifts/Transfers to CD survivorship and not as tenants Minors Act (State) in common

Additional abbreviations, though not in the above list, may also be used.

FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto

(Please print or typewrite name and (Please insert Social Security or other address of assignee) identifying number of assignee)

Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constituteand appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of American Midstream Partners, LP Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without

alteration, enlargement or change.

THE SIGNATURE(S) MUST BEGUARANTEED BY AN ELIGIBLEGUARANTOR INSTITUTION (BANKS,STOCKBROKERS, SAVINGS AND (Signature)LOAN ASSOCIATIONS AND CREDITUNIONS WITH MEMBERSHIP IN ANAPPROVED SIGNATURE GUARANTEEMEDALLION PROGRAM), PURSUANTTO S.E.C. RULE 17Ad-15 (Signature)

No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to betransferred is surrendered for registration.

A-3

EXHIBIT CSIXTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OFAMERICAN MIDSTREAM PARTNERS, LP

SERIES C [FORCED] CONVERSION NOTICE

This Notice of [Forced] Conversion is executed by [the undersigned holder (the “ Holder ”)]/[the Partnership] in connection with the conversion of Series CPreferred Units of American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), pursuant to the terms and conditions of that certainSixth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “ Partnership Agreement ”). Capitalized terms used hereinand not otherwise defined shall have the respective meanings set forth in the Partnership Agreement.

Conversion : In accordance with and pursuant to such Partnership Agreement, the [Holder]/[Partnership] hereby elects to convert the number of Series C PreferredUnits [held by [•] 6 (“ Holder ”)] indicated below into Common Units of the Partnership as of the date specified below.

Series C Preferred Units held [by Holder] Prior to Conversion:

[Certificates evidencing Series C Preferred Units to be Converted (attached herewith, duly endorsed):]

Series C Preferred Units of Holder Being Converted Hereby:

Common Units Due to Holder:

Series C Preferred Units held by Holder After Conversion:

[Name(s) for Common Unit Certificate:]

[Address for Delivery of Certificate:]

[ Authority : Any individual executing this Notice of Conversion on behalf of an entity has authority to act on behalf of such entity and has been duly and properlyauthorized to sign this Notice of Conversion on behalf of such entity.]

[SIGNATURE PAGE FOLLOWS] 6 Name of Record Holder.

AmericanMidstreamPartners,LP:SeriesC[Forced]ConversionNotice

IN WITNESS WHEREOF, the undersigned has executed this Notice of [Forced] Conversion.

HOLDER:

[INSERT SIGNATURE BLOCK]

AmericanMidstreamPartners,LP:SeriesC[Forced]ConversionNotice

EXHIBIT D-1SIXTH AMENDED AND RESTATED


SERIES E CONVERSION NOTICE

This Notice of Conversion is executed by the undersigned holder (the “ Holder ”) in connection with the conversion of Series E Preferred Units of AmericanMidstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), pursuant to the terms and conditions of that certain Sixth Amended and RestatedAgreement of Limited Partnership of the Partnership, as amended (the “ Partnership Agreement ”). Capitalized terms used herein and not otherwise defined shallhave the respective meanings set forth in the Partnership Agreement.

Conversion : In accordance with and pursuant to such Partnership Agreement, the Holder hereby elects to convert the number of Series E Preferred Units held by[•] 7 ( “ Holder ”) indicated below into Common Units of the Partnership as of the date specified below.

Series E Preferred Units held by Holder Prior to Conversion:

[Certificates evidencing Series E Preferred Units to be Converted (attached herewith, duly endorsed):]

Series E Preferred Units Being Converted Hereby:

Common Units Due:

Series E Preferred Units held After Conversion:

[Name(s) for Common Unit Certificate:]

[Address for Delivery of Certificate:]

[ Authority : Any individual executing this Notice of Conversion on behalf of an entity has authority to act on behalf of such entity and has been duly and properlyauthorized to sign this Notice of Conversion on behalf of such entity.]

[SIGNATURE PAGE FOLLOWS] 7 Name of Recordholder.

AmericanMidstreamPartners,LP:SeriesEConversionNotice

IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion.

HOLDER:

[INSERT SIGNATURE BLOCK] AmericanMidstreamPartners,LP:SeriesEConversionNotice

EXHIBIT D-2SIXTH AMENDED AND RESTATED


SERIES E CONVERSION NOTICE

This Notice of Conversion is executed by American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”) in connection with theconversion of Series E Preferred Units of the Partnership, pursuant to the terms and conditions of that certain Sixth Amended and Restated Agreement of LimitedPartnership of the Partnership, as amended (the “ Partnership Agreement ”). Capitalized terms used herein and not otherwise defined shall have the respectivemeanings set forth in the Partnership Agreement.

Conversion : In accordance with and pursuant to such Partnership Agreement, the Partnership hereby elects to convert the number of Series E Preferred Units heldby [•] 8 (“ Holder ”) indicated below into Common Units of the Partnership as of the date specified below.

Series E Preferred Units held Prior to Conversion:

Series E Preferred Units of Holder Being Converted Hereby:

Common Units Due to Holder:

Series E Preferred Units held by Holder After Conversion:

[SIGNATURE PAGE FOLLOWS] 8 Name of Recordholder.


IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion.

PARTNERSHIP:American Midstream Partners, L.P.

By: American Midstream GP, LLC Its General Partner

By: Name:Title:


EXHIBIT ETO

SIXTH AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP OF


SERIES E CALL EXERCISE NOTICE

This Series E Call Exercise Notice is executed by American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), pursuant to the termsand conditions of that certain Sixth 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.

Series E Call Right: In accordance with and pursuant to Section 5.13(c) of the Partnership Agreement, the Partnership hereby elects to purchase the number ofSeries E Preferred Units indicated below as of the date specified below as the Series E Call Closing Date.

Series E Preferred Units held:

Series E Preferred Units to be Acquired:

Bank Account Information/Address to be Used for Delivery of the Purchase Price:

Series E Call Closing Date:

Delivery of Purchase Price : If the recipient of this Series E Call Exercise Notice desires to change the bank account information or address for delivery of thepurchase price, the recipient must provide such alternative bank account information or address at least three (3) days before the Series E Call Closing Date above.

[SIGNATURE PAGE FOLLOWS]

AmericanMidstreamPartners,LP:SeriesECallExerciseNotice

IN WITNESS WHEREOF, the undersigned has executed this Series E Call Exercise Notice.

American Midstream Partners, L.P.

By:

American Midstream GP, LLC Its General Partner

By: Name:Title:

AmericanMidstreamPartners,LP:SeriesECallExerciseNotice

Exhibit 5.1

February 9, 2018

American Midstream Partners, LP2103 CityWest Blvd., Bldg. 4, Suite 800Houston, Texas 77042 Re: AmericanMidstreamPartners,LP RegistrationStatementonFormS-4(FileNo.333-222501)

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-4, File No. 333-222501, as amended (the “ Registration Statement ”), of American Midstream Partners,LP, a Delaware limited partnership (“ AMID ”), filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to the Securities Act of 1933, asamended (the “ Securities Act ”), in connection with the proposed issuance of up to 3,539,539 common units representing limited partner interests in AMID (the “AMID Common Units ”) pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of October 31, 2017, (the “ Merger Agreement ”), byand among AMID, American Midstream GP, LLC, a Delaware limited liability company and the general partner of the AMID (“ AMID GP ”), Cherokee MergerSub LLC, a Delaware limited liability company and wholly owned subsidiary of AMID (“ AMID Merger Sub ”), Southcross Energy Partners, L.P., a Delawarelimited partnership (“ SXE ”), and Southcross Energy Partners GP LLC, a Delaware limited liability company and the general partner of SXE (“ SXE GP ”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and completecopies of the originals, of such documents, corporate records, certificates of officers of AMID and AMID GP and of public officials and other instruments as wehave deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation thegenuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and theconformity to original documents of all documents submitted to us as copies. We render no opinion herein as to matters involving any laws other than the DelawareRevised Uniform Limited Partnership Act (the “ Delaware LP Act ”) and the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”). This opinion islimited to the effect of the current state of the Delaware LP Act and the Delaware LLC Act and the facts as they currently exist. We assume no obligation to reviseor supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

February 9, 2018Page 2 Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the upon issuanceand delivery of the AMID Common Units in the manner contemplated by the Registration Statement and the Merger Agreement, the AMID Common Units will bevalidly issued and, under the Delaware LP Act, the recipients of the AMID Common Units will have no obligation to make further payments for the AMIDCommon Units or contributions to AMID solely by reason of their ownership of the AMID Common Units or their status as limited partners of AMID, and suchrecipients will have no personal liability for the obligations of AMID solely by reason of being limited partners of AMID.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “ Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category ofpersons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ GIBSON DUNN & CRUTCHER LLP

Gibson, Dunn & Crutcher LLP

Exhibit 8.1

2800 JPMorgan Chase Tower, 600 TravisHouston, TX 77002

Telephone: 713-226-1200Fax: 713-223-3717

www.lockelord.com

February 9, 2018

Southcross Energy Partners, LP1717 Main Street, Suite 5200Dallas, Texas 75201 Re: Agreement and Plan of Merger, dated as of October 31, 2017

Madams and Sirs:

We have acted as special tax counsel to Southcross Energy Partners, LP, a Delaware limited partnership (“ SXE”), in connection with the proposed mergerdescribed in that certain Agreement and Plan of Merger, dated as of October 31, 2017 (the “ MergerAgreement”), between American Midstream Partners, LP, aDelaware limited partnership (“ AMID”), American Midstream Partners GP, LLC, a Delaware limited liability company, SXE, Southcross Energy Partners GP,LLC, a Delaware limited liability company (“ SXEGP”), and Cherokee Merger Sub LLC, a Delaware limited liability company (“ AMIDMergerSub”), pursuantto which, among other things, SXE will be merged with AMID Merger Sub and SXE will be the surviving entity in the merger and be an indirect but economicallywholly-owned subsidiary of AMID (the “ Merger”), and (ii) the preparation of a Registration Statement on Form S-4 (File No. 333-222501) (as amended throughthe date hereof, the “ RegistrationStatement”) filed with the Securities and Exchange Commission by AMID, including the related proxy statement/prospectusforming a part thereof. This Opinion is being delivered in connection with the Registration Statement. Capitalized terms used and not defined herein have themeanings set forth in the Merger Agreement unless otherwise indicated.

In rendering our Opinion, we have examined and, with your consent, are expressly relying upon (without any independent investigation or review thereof)the truth and accuracy of factual statements, representations, covenants and warranties contained in (i) the Merger Agreement (including any Exhibits andSchedules thereto), (ii) the Registration Statement and the proxy statement/prospectus, (iii) the respective tax officer’s certificates of SXE and AMID, eachdelivered to us for purposes of this Opinion (the “ Officer’sCertificates”), and (iv) such other documents and corporate records as we have deemed necessary orappropriate for purposes of our Opinion.

In addition, we have assumed, with your consent, that:

1. Original documents (including signatures) are authentic, and documents submitted to us as copies conform to the original documents, and there has been(or will be by the effective time of the Merger) execution and delivery of all documents where execution and delivery are prerequisites to the effectiveness thereof;

Page 2 of 3

2. The Merger will be consummated in the manner contemplated by, and in accordance with the provisions of, the Merger Agreement, the RegistrationStatement, and the proxy statement/prospectus, and the Merger will be effective under the laws of the State of Delaware;

3. All factual statements, descriptions and representations contained in any of the documents referred to herein or otherwise made to us are true, complete,and correct in all respects and will remain true, complete, and correct in all respects up to and including the effective time of the Merger, and no actions have beentaken or will be taken which are inconsistent with such factual statements, descriptions, or representations or which make any such factual statements, descriptionsor representations untrue, incomplete, or incorrect at the effective time of the Merger;

4. Any statements made in any of the documents referred to herein “to the knowledge of” or similarly qualified are true, complete, and correct in allrespects and will continue to be true, complete, and correct in all respects at all times up to and including the effective time of the Merger, in each case without suchqualification; and

5. The parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Merger Agreement, the RegistrationStatement, and the proxy statement/prospectus.

Based upon and subject to the foregoing, and subject to the qualifications, exceptions, assumptions, and limitations stated in the Merger Agreement, theRegistration Statement, the proxy statement/prospectus constituting part of the Registration Statement and the Officer’s Certificates, all statements of legalconclusion in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Merger” as they relate to the material taxconsequences of the Merger to SXE and certain holders of Relevant SXE Units (as defined in the Registration Statement) constitute the opinion (the “ Opinion”)of Locke Lord LLP as to the material U.S. federal income tax consequences of the matters described therein.

In addition to the matters set forth above, this Opinion is subject to the exceptions, limitations and qualifications set forth below.

1. The Opinion is provided as a legal opinion only, effective as of the date of this letter, and not as a guaranty or warranty of the matters discussed orreferenced herein or as representations of fact. Our Opinion represents our best judgment regarding the application of U.S. federal income tax laws arising underthe Internal Revenue Code of 1986, as amended, existing judicial decisions, administrative regulations, and published rulings and procedures, but does not addressall of the U.S. federal income tax consequences of the Merger or all of the matters discussed in the Registration Statement under the caption “Material U.S. FederalIncome Tax Consequences of the Merger.” We express no opinion as to U.S. federal, state, local, foreign, or other tax consequences, other than as set forth hereinand in the Registration Statement. Our Opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal RevenueService will not assert a contrary position or that a court will not sustain such a position asserted by the Internal Revenue Service. Furthermore, no assurance can begiven that future legislative, judicial, or administrative changes, on either a prospective or retroactive basis, would not adversely affect the validity of theconclusions stated herein and in the Registration Statement. Nevertheless, we undertake no responsibility to advise you of any new developments in the applicationor interpretation of the U.S. federal income tax laws.

Page 3 of 3

2. No opinion is expressed as to (i) any transaction other than the Merger as described in the Merger Agreement, (ii) any matter not discussed in theRegistration Statement under the caption “Material U.S. Federal Income Tax Consequences of the Merger,” or (iii) any matter whatsoever if, to the extent relevantto our Opinion, either all the transactions described in the Merger Agreement are not consummated in accordance with the terms of the Merger Agreement andwithout waiver or breach of any provisions thereof or all of the factual statements, representations, warranties, and assumptions upon which we have relied,including in the Registration Statement, the proxy statement/prospectus and the Officer’s Certificates, are not true and accurate at all relevant times.

3. In rendering this Opinion, we assume that SXE and AMID, either directly or indirectly by their general partners and/or guarantors, and any otherrelevant party will undertake the effort and expense necessary to present and litigate fully and vigorously the case in support of any challenge.

We are furnishing this Opinion in connection with the filing of the Registration Statement. The Opinion may not be relied upon by you for any other purposeor furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent. We make noundertaking, and expressly disclaim any duty, to supplement or update this Opinion, if, after the date hereof, facts or circumstances come to our attention orchanges in the law occur which could affect such Opinion.

We consent to the filing of this Opinion as an exhibit to the Registration Statement and to the reference to our firm name therein under the caption “MaterialU.S. Federal Income Tax Consequences of the Merger.” In giving this consent, we do not admit that we are within the category of persons whose consent isrequired under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours,

/s/ Locke Lord LLP

LOCKE LORD LLP

Exhibit 8.2

February 9, 2018

American Midstream Partners, LP2103 CityWest Blvd., Bldg. 4, Suite 800Houston, Texas 77042 Re: Registration Statement on Form S- 4

Ladies and Gentlemen:

We have acted as counsel to American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership”), in connection with the preparation and filingwith the Securities and Exchange Commission of a Registration Statement on Form S-4 (the “ RegistrationStatement”), including the proxy statement/prospectusforming a part thereof, relating to the transactions contemplated by the Merger Agreement. All capitalized terms not defined herein have the meanings ascribedthereto in the Registration Statement.

In connection therewith, we have participated in the preparation of the discussion set forth under the caption “Material U.S. Federal Income Tax Consequences ofAMID Common Unit Ownership” included in the Registration Statement.

This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Partnership as to factual matters through acertificate of an officer of the general partners of the Partnership and SXE (the “ Officer’sCertificates”). In addition, this opinion is based upon (i) the factualrepresentations of the Partnership, SXE and Southcross Holdings concerning each business, properties and governing documents as set forth in the RegistrationStatement and (ii) the Transaction Agreements and the Registration Statement, including the exhibits thereto.

We have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfactionof such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we haveassumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executingsuch documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not madean independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificates. In addition, in rendering this opinionwe have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to suchqualification.

February 9, 2018Page 2 In addition we have assumed that the Transactions will be consummated in the manner contemplated by, and in accordance with the provisions of, the TransactionAgreements, the Registration Statement and the proxy statement/prospectus, the Transaction will be effective under the laws of the State of Delaware, and theparties have complied with and, if applicable, will continue to comply with, the covenants contained in the Transaction Agreements, the Registration Statement andthe proxy statement/prospectus.

We hereby confirm that all statements of legal conclusions contained in the discussion in the Registration Statement under the caption “Material U.S. FederalIncome Tax Consequences of AMID Common Unit Ownership” constitute the opinion of Gibson, Dunn & Crutcher LLP with respect to the matters set forththerein, subject to the assumptions, qualifications, and limitations set forth herein and therein. This opinion is based on various statutory provisions, regulationspromulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject tochange either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including inthe Registration Statement and the Officer’s Certificates, may affect the conclusions stated herein.

No opinion is expressed as to any matter not discussed in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences of AMIDCommon Unit Ownership.” We are opining herein only as to the federal income tax matters described above, and we express no opinion with respect to theapplicability to, or the effect on, any transaction of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipallaw or the laws of any other local agencies within any state.

This opinion is rendered to you as of the date hereof, and we undertake no obligation to update this opinion subsequent thereto. This opinion may not be relied uponby you for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our priorwritten consent. However, this opinion may be relied upon by you and by persons entitled to rely on it pursuant to applicable provisions of federal securities law,including persons purchasing common units pursuant to the Registration Statement.

We hereby consent to the filing of this opinion as Exhibit 8.2 to the Registration Statement and to the use of our name in the Registration Statement. By giving thisconsent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulationsthereunder.

Very truly yours,

/s/ GIBSON, DUNN & CRUTCHER LLP

Gibson, Dunn & Crutcher LLP

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-4 of our report dated March 24, 2017,except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of the acquisition of JP Energy Partners, LP discussedin Note 2, as to which the date is September 15, 2017, and except with respect to our opinion on the consolidated financial statements insofar as it relates to theeffects of discontinued operations discussed in Note 3, as to which the date is December 6, 2017, relating to the financial statements and the effectiveness ofinternal control over financial reporting, which appears in American Midstream Partners, LP’s Current Report on Form 8-K dated December 6, 2017. We alsoconsent to the reference to us under the heading “Experts” in such Registration Statement. /s/ PricewaterhouseCoopers LLP

Houston, TexasFebruary 9, 2018

Exhibit 23.4


American Midstream Partners, LPHouston, Texas

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Amendment No. 1 to the Registration Statement on Form S-4 ofAmerican Midstream Partners, LP (the “Partnership”) of our report dated March 3, 2017, relating to the financial statements of Pinto Offshore Holdings, LLC,appearing as Exhibit 99.1 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2016. Our report contains an explanatory paragraphregarding the restatement of the 2015 financial statements.

We also consent to the reference to us under the caption “Experts” in the Registration Statement.

/s/ BDO USA, LLP


Exhibit 23.5



We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Amendment No. 1 to the Registration Statement on Form S-4 ofAmerican Midstream Partners, LP (the “Partnership”) of i) our report dated March 3, 2017, relating to the financial statements of Delta House FPS, LLC (“DeltaHouse FPS”) as of and for the years ended December 31, 2016 and 2015, appearing as Exhibit 99.2 to the Partnership’s Annual Report on Form 10-K for the yearended December 31, 2016, and ii) our report dated March 31, 2015 (except for the restatement described in Note 2 which is as of October 23, 2015), relating to thefinancial statements of Delta House FPS as of and for the year ended December 31, 2014, appearing as Exhibit 99.2 to the Partnership’s Current Report onForm 8-K/A filed on October 23, 2015. Our report on the 2016 financial statements contains an explanatory paragraph regarding the restatement of the 2015financial statements, and our report on the 2014 financial statements contains an explanatory paragraph regarding the restatement of the 2014 financial statements.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP


Exhibit 23.6



We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Amendment No. 1 to the Registration Statement on Form S-4 ofAmerican Midstream Partners, LP (the “Partnership”) of i) our report dated March 3, 2017, relating to the financial statements of Delta House Oil and Gas Lateral,LLC (“Delta House OGL”) as of and for the years ended December 31, 2016 and 2015, appearing as Exhibit 99.3 to the Partnership’s Annual Report on Form10-K for the year ended December 31, 2016, and ii) our report dated March 31, 2015, relating to the financial statements of Delta House OGL as of and for the yearended December 31, 2014 appearing as Exhibit 99.3 to the Partnership’s Current Report on Form 8-K/A filed on October 23, 2015.


/s/ BDO USA, LLP


Exhibit 23.7


We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-4 of American Midstream Partners, LP ofour report dated March 24, 2017 relating to the financial statements of Destin Pipeline Company, L.L.C., which appears in American Midstream Partners, LP’sAnnual Report on Form 10-K for the year ended December 31, 2016. We also consent to the reference to us under the heading “Experts” in such RegistrationStatement. /s/ PricewaterhouseCoopers LLP


Exhibit 23.8

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption “Experts” in Amendment No. 1 to the Registration Statement (Form S-4 No. 333-222501) and relatedProspectus of American Midstream Partners, LP for the registration of Common Units representing limited partner interests and to the incorporation by referencetherein of our report dated June 29, 2016, with respect to the financial statements of Destin Pipeline Company, L.L.C. as of and for the years ended December 31,2015 and 2014 included in the Annual Report (Form 10-K) of American Midstream Partners, LP for the year ended December 31, 2016, filed with the Securitiesand Exchange Commission.

/s/ Ernst & Young LLP

Chicago, IllinoisFebruary 9, 2018

Exhibit 23.9


We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-222501 on Form S-4 of American Midstream Partners,LP of our report dated March 1, 2017, relating to the financial statements of Tri-States NGL Pipeline, L.L.C., as of and for the year ended December 31, 2016,appearing in the Annual Report on Form 10-K of American Midstream Partners, LP for the year ended December 31, 2016, and to the reference to us under theheading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP


Exhibit 23.10


We consent to the reference to our firm under the caption “Experts” in Amendment No. 1 to the Registration Statement (Form S-4 No. 333-222501) and relatedProspectus of American Midstream Partners, LP for the registration of Common Units representing limited partner interests and to the incorporation by referencetherein of our report dated June 29, 2016, with respect to the financial statements of Tri-States NGL Pipeline, L.L.C. as of and for the years ended December 31,2015 and 2014 included in the Annual Report (Form 10-K) of American Midstream Partners, LP for the year ended December 31, 2016, filed with the Securitiesand Exchange Commission.



Exhibit 23.11


We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-4 of American Midstream Partners, LP ofour report dated March 24, 2017 relating to the financial statements of Okeanos Gas Gathering Company, LLC, which appears in American Midstream Partners,LP’s Annual Report on Form 10-K for the year ended December 31, 2016. We also consent to the reference to us under the heading “Experts” in such RegistrationStatement. /s/ PricewaterhouseCoopers LLP


Exhibit 23.12


We consent to the reference to our firm under the caption “Experts” in Amendment No. 1 to the Registration Statement (Form S-4 No. 333-222501) and relatedProspectus of American Midstream Partners, LP for the registration of Common Units representing limited partner interests and to the incorporation by referencetherein of our report dated June 29, 2016, with respect to the financial statements of Okeanos Gas Gathering Company, LLC as of and for the years endedDecember 31, 2015 and 2014 included in the Annual Report (Form 10-K) of American Midstream Partners, LP for the year ended December 31, 2016, filed withthe Securities and Exchange Commission.



Exhibit 23.13

CONSENT OF INDEPENDENT AUDITOR


We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-4 of American MidstreamPartners, LP (the “Partnership”) of our report dated February 21, 2017, relating to the financial statements of Main Pass Oil Gathering Company, LLC as of and forthe years ended December 31, 2016 and 2015, appearing as Exhibit 99.7 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2016.


/s/ BDO USA, LLP Houston, TexasFebruary 9, 2018

Exhibit 23.14


We consent to the reference to our firm under the caption “Experts” in Amendment No. 1 to the Registration Statement (Form S-4 No. 333-222501) and relatedProspectus of American Midstream Partners, LP for the registration of Common Units representing limited partner interests and to the incorporation by referencetherein of our report dated April 6, 2015, with respect to the financial statements of Main Pass Oil Gathering Company as of and for the years ended December 31,2014 and 2013 included in the Annual Report (Form 10-K) of American Midstream Partners, LP for the year ended December 31, 2016, filed with the Securitiesand Exchange Commission.



Exhibit 23.15


We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-222501 of American Midstream Partners, LP of ourreport dated March 9, 2017, relating to the consolidated financial statements of Southcross Energy Partners, L.P. and subsidiaries (the “Partnership”) as of and forthe years ended December 31, 2016 and 2015 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Partnershipobtaining a commitment from Southcross Holdings LP to assist the Partnership in maintaining compliance with the terms of its debt covenants) appearing in theAnnual Report on Form 10-K of Partnership for the year ended December 31, 2016, and to the reference to us under the heading “Experts” in the prospectus, whichis part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Dallas, TexasFebruary 9, 2018

Exhibit 23.16


We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-222501 of American Midstream Partners, LP of ourreport dated December 14, 2017 relating to the combined financial statements of Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLCand Southcross Holdings Guarantor LP and its subsidiaries (collectively, the “Company”) as of December 31, 2016 and 2015 and for each of the three years in theperiod ended December 31, 2016, (which report expresses an unqualified opinion and includes an emphasis of a matter paragraph relating to (1) the Companyobtaining a commitment from Southcross Holdings LP to assist the Company in maintaining compliance with the terms of its debt covenants, (2) SouthcrossHoldings LP, together with the Company (other than Southcross Energy Partners, L.P. (“SXE”), SXE’s general partner and SXE’s subsidiaries), commencedvoluntary petitions under Chapter 11 of the United States Bankruptcy Code on March 28, 2016 and subsequently emerged from bankruptcy on April 13, 2016 and(3) the pending acquisition of the Company by American Midstream Partners, LP)) appearing in the Current Report on Form 8-K of American Midstream Partners,LP dated December 14, 2017, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Dallas, TexasFebruary 9, 2018

Exhibit 99.1SPECIAL MEETING OF UNITHOLDERS OF


March 27, 2018

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material,statements and other eligible documents online, while reducing costs, clutter and paper waste. Enrolltoday via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL :A COPY OF THE PROXY STATEMENT AND PROSPECTUS AND THIS FORM OF PROXY

ARE AVAILABLE AT http://www.astproxyportal.com/ast/17947/

Please sign, date and mailyour proxy card in the

envelope provided as soonas possible.

i Please detach along perforated line and mail in the envelope provided. i

⬛ 00030000030000000000 8 032718

THE BOARD OF DIRECTORS OF SOUTHCROSS ENERGY PARTNERS GP, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND THE GENERAL PARTNER OFSXE (“SXE GP”) RECOMMENDS THAT HOLDERS OF SXE UNITS VOTE “FOR” THE MERGER PROPOSAL AND “FOR” THE ADVISORY COMPENSATION

PROPOSAL:PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS

SHOWN HERE ☒☒

FOR

AGAINST

ABSTAIN

1. MergerProposal:To approve the Agreement and Plan of Merger,dated October 31, 2017, by and among SXE, SXE GP, AmericanMidstream Partners, LP, a Delaware limited partnership (“ AMID ”),American Midstream GP, LLC, a Delaware limited liability companyand the general partner of AMID (“ AMID GP ”), and CherokeeMerger Sub LLC, a Delaware limited liability company and whollyowned subsidiary of AMID (“ AMID Merger Sub ”), as suchagreement may be amended from time to time (the “ MergerAgreement ”), and the transactions contemplated thereby, includingthe merger of AMID Merger Sub with SXE, with SXE surviving as awholly owned subsidiary of AMID (the “ Merger ”).

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2. AdvisoryCompensationProposal:To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payableto SXE GP’s named executive officers in connection with the Merger.

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☐

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This proxy, when properly executed, will be voted in the manner directed herein by the undersignedunitholder. The units represented by this proxy when properly executed, will be voted in the manner directedherein by the undersigned unitholders. If no direction is made, this proxy will be voted “FOR” theMerger Proposal and “FOR” the Advisory Compensation Proposal and in the discretion of theproxies with respect to such other business as may properly come before the meeting.

To change the address on your account, please check the box at right andindicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submitted viathis method.

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Signature of Unitholder Date: Signature of Unitholder Date:

Note: Please sign exactly as your name or names appear on this Proxy. When units are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or

guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership,please sign in partnership name by authorized person.

⬛ ⬛

0 ⬛

SOUTHCROSS ENERGY PARTNERS, L.P.PROXY CARD

SPECIAL MEETING OF UNITHOLDERSTUESDAY, MARCH 27, 2018, AT 10 A.M. CT

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OFSOUTHCROSS ENERGY PARTNERS GP, LLC

The undersigned unitholder of Southcross Energy Partners, L.P., a Delaware limited partnership (“ SXE ”), hereby appoints Bruce A. Williamson, Bret M.Allan and Kelly J. Jameson with full power to act alone, the true and lawful attorney-in-fact of the undersigned, with full power of substitution and revocation, andhereby authorizes Bruce A. Williamson, Bret M. Allan and Kelly J. Jameson to represent and to vote, as designated below, in respect of the undersigned’s commonunits representing the limited partner interests in SXE (the “ SXE Common Units ”), subordinated units representing limited partner interests in SXE (the “ SXESubordinated Units ”), and Class B Convertible Units representing limited partner interests in SXE (the “ SXE Class B Convertible Units ” and, together with theSXE Common Units and SXE Subordinated Units, the “ SXE Units ”) at the Special Meeting of Unitholders to be held at the offices of Locke Lord LLP, JPMorganChase Tower, 600 Travis Street, Suite 2800, Houston, Texas 77002 on Tuesday, March 27, 2018, at 10 a.m., Central Time (the “ Special Meeting ”), and at any orall adjournments thereof, the number of SXE Units the undersigned would be entitled to vote if personally present.

(Continued and to be signed on the reverse side.) ⬛ 1.1 14475 ⬛

Exhibit 99.2

CONSENT OF JEFFERIES LLC

The Conflicts Committee of the Board of DirectorsSouthcross Energy Partners GP, LLC1717 Main Street, Suite 5200Dallas, Texas 75201

Members of the Conflicts Committee:

We hereby consent to the inclusion of our opinion letter dated October 31, 2017 to the Conflicts Committee of the Board of Directors (in its capacity as such) ofSouthcross Energy Partners GP, LLC included as Annex B, and to the references thereto under the captions “SUMMARY— Opinion of the Financial Advisor tothe SXE Conflicts Committee”, “THE MERGER— Background of the Merger”, “THE MERGER— Recommendation of the SXE Conflicts Committee and theSXE GP Board and Reasons for the Merger”, and “THE MERGER— Opinion of the Financial Advisor to the SXE Conflicts Committee” in the joint proxystatement/prospectus relating to the proposed merger transaction of Southcross Energy Partners, L.P. with a wholly owned subsidiary of American MidstreamPartners, LP (“AMID”), which joint proxy statement/prospectus forms a part of this Amendment No. 1 to the Registration Statement on Form S-4 of AMID. Ingiving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933,as amended (the “Securities Act”), or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of suchRegistration Statement within the meaning of the term “experts” as used in the Securities Act or the rules and regulations promulgated thereunder.

/s/ Jefferies LLC

JEFFERIES LLC

New York, New YorkFebruary 9, 2018