WAIVER OF CONDITION AND FIRST AMENDMENT TO COMMON UNIT PURCHASE AGREEMENT
Exhibit 10.1
WAIVER OF CONDITION AND FIRST AMENDMENT TO COMMON UNIT PURCHASE AGREEMENT
This WAIVER OF CONDITION AND FIRST AMENDMENT TO COMMON UNIT PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of August 15, 2014, by and among American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and each of the Purchasers to that certain Common Unit Purchase Agreement dated July 14, 2014, by and among the Partnership and the Purchasers listed in Schedule 2.01 thereto (the “Agreement”). Any capitalized term used and not defined herein shall have the meaning assigned to such term in the Agreement.
WHEREAS, pursuant to the Agreement, the Partnership agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Partnership, the Purchased Units in exchange for payment by each Purchaser of such Purchaser’s respective Allocated Purchase Amount; and
WHEREAS, certain of the Purchasers desire to waive a condition to closing under the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partnership and each of the Purchasers, severally and not jointly, hereby agree as follows:
1. Schedule 2.01. Schedule 2.01 of the Agreement is hereby amended and restated in its entirety as follows:
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“Schedule 2.01
Purchaser | Allocated Purchase Amount | Purchased Units | ||
Salient MLP Fund L.P. | $7,213,738.21 | 279,521 | ||
HEB Brand Savings and Retirement Plan Trust | $1,333,215.45 | 51,660 | ||
Salient MLP Total Return Fund, L.P. | $941,793.10 | 36,493 | ||
Salient MLP & Energy Infrastructure Fund II | $15,210,346.93 | 589,377 | ||
Salient MLP Fund | $458,418.62 | 17,763 | ||
Salient MLP & Energy Infrastructure Fund | $6,901,131.96 | 267,408 | ||
Salient Midstream & MLP Fund | $7,941,432.29 | 307,718 | ||
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MLP Income Fund Inc. | $17,893,681.74 | 693,352 | ||
▇▇▇▇▇▇▇▇▇▇▇ Steelpath Income Fund | $23,187,212.91 | 898,468 | ||
AIC / Cornerstone Advisors Income Opportunities Fund – Steelpath - 209780 | $189,427.05 | 7,340 | ||
▇▇▇▇▇▇▇ ▇▇▇▇▇ MLP Income Opportunities Fund | $11,332,589.40 | 439,120 | ||
AT MLP FUND, LLC | $11,688,319.98 | 452,904 | ||
Harvest MLP Income Fund LLC | $10,146,708.97 | 393,169 | ||
Harvest MLP Income Fund III LLC | $4,497,498.83 | 174,271 | ||
Harvest Energy Fund LLC | $355,833.81 | 13,788 | ||
TOTAL | $119,291,349.25 | 4,622,352” | ||
2. Closing Conditions. The condition to closing set forth in Section 6.01(b)(iii) of the Agreement is hereby waived by the Purchasers set forth in the amended Schedule 2.01 as amended by Section 1 of this Amendment.
3. Termination and Commitment Fee Payment.
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(a) Section 8.12 of the Agreement is hereby amended by adding the following as subsection (d) thereto:
“(d) For purposes of any party listed as a Terminating Party on Schedule 8.12(d) (each a “Terminating Party”) (i) this Agreement shall forthwith become null and void, (ii) following receipt of payment instructions from each Terminating Party, the Partnership shall pay the applicable Commitment Fee to such Terminating Party in immediately available funds by wire transfer or the Common Units bearing the restrictive legend set forth in Section 4.08 on the earlier of (A) August 22, 2014 and (B) the Closing Date, and (iii) there shall be no liability on the part of any Terminating Party, or of the Company to any Terminating Party, except (A) as set forth in Article VII of this Agreement and (B) with respect to the requirement to comply with any confidentiality agreement in favor of the Partnership; provided, that nothing herein shall relieve any party from any liability or obligation with respect to any willful breach of this Agreement.”
(b) The Agreement is hereby amended by adding the following as Schedule 8.12(d) thereto:
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“Schedule 8.12(d)
Terminating Party | Commitment Fee |
Fiduciary / Claymore MLP Opportunity Fund | $68,323.02 |
Nuveen Energy MLP Total Return Fund | $64,715.49 |
Nuveen All Cap Energy MLP Opportunities Fund | $15,717.34 |
Advisory Research MLP & Energy Income Fund | $32,034.29 |
Teacher’s Retirement System of Oklahoma | $17,467.58 |
Advisory Research MLP & Energy Infrastructure Fund | $1,742.36 |
Center Coast MLP & Infrastructure Fund | $61,090.89 |
Center Coast Capital Partners, LP | $16,831.32 |
ClearBridge Energy MLP Total Return Fund Inc | $19,480.52 |
ClearBridge Energy MLP Fund Inc | $38,961.17 |
▇▇▇▇▇▇▇▇▇▇▇ Steelpath MLP Select 40 Fund | $0 |
▇▇▇▇▇▇▇▇▇▇▇ Steelpath MLP Master Fund | $0” |
4. Effectuation. The waivers and amendments contemplated by this Amendment shall be deemed effective immediately upon the execution of this Amendment by the parties hereto. There are no conditions precedent or subsequent to the effectiveness of this Amendment.
5. Effect on Agreement. Except as specifically modified herein, the Agreement shall continue to be in full force and effect. The execution and delivery of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any party thereto. From and after the date hereof, all references in the Agreement to the “Agreement” shall mean the Agreement as modified by this Amendment.
6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, including facsimile or .pdf counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Amendment.
7. Severability of Provisions. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
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such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.
8. Further Assurances. Each party to this Amendment shall execute and deliver such documents and shall take such actions as may be reasonably necessary or desirable to effect the transactions described in this Amendment.
9. Governing Law. This Amendment will be construed in accordance with and governed by the Laws of the State of New York without regard to principles of conflicts of Laws thereof that would apply the laws of any other state.
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IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
By: American Midstream GP, LLC,
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President and Chief Financial Officer
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
SALIENT MLP FUND L.P.
By: Salient Capital Advisors, LLC,
its Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
HEB BRAND SAVINGS AND RETIREMENT
PLAN TRUST
By: Salient Capital Advisors, LLC,
its Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
SALIENT MLP TOTAL RETURN FUND L.P.
By: Salient Capital Advisors, LLC,
its Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
SALIENT MLP & ENERGY
INFRASTRUCTURE II FUND
By: Salient Capital Advisors, LLC,
its Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
SALIENT MLP FUND
By: Salient Capital Advisors, LLC,
its Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
SALIENT MLP & ENERGY
INFRASTRUCTURE FUND
By: Salient Capital Advisors, LLC,
its Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
SALIENT MIDSTREAM & MLP FUND
By: Salient Capital Advisors, LLC,
its Investment Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Portfolio Manager
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
NUVEEN ENERGY MLP TOTAL RETURN FUND
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Portfolio Manager
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
NUVEEN ALL CAP ENERGY MLP OPPORTUNITIES FUND
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Portfolio Manager
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
ADVISORY RESEARCH MLP & ENERGY INCOME FUND
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Portfolio Manager
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
TEACHERS’ RETIREMENT SYSTEM OF OKLAHOMA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Portfolio Manager
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
ADVISORY RESEARCH MLP & ENERGY
INFRASTRUCTURE FUND
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Portfolio Manager
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MLP INCOME FUND INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
▇▇▇▇▇▇▇▇▇▇▇ STEELPATH MLP SELECT 40 FUND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager, SVP
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
▇▇▇▇▇▇▇▇▇▇▇ STEELPATH MLP MASTER FUND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager, SVP
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
▇▇▇▇▇▇▇▇▇▇▇ STEELPATH INCOME FUND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager, SVP
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
AIC/CORNERSTONE ADVISORS INCOME
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager, SVP
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
▇▇▇▇▇▇▇ ▇▇▇▇▇ MLP INCOME OPPORTUNITIES FUND
By: ▇▇▇▇▇▇▇ Sachs Asset Management, L.P.,
its Investment Adviser
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
CENTER COAST MLP & INFRASTRUCTURE FUND
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Portfolio Manager & Fund VP
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
CENTER COAST CAPITAL PARTNERS, LP
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Portfolio Manager & Principal
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
AT MLP FUND, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC
By: ClearBridge Investments, LLC as discretionary manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Investment Officer
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
CLEARBRIDGE ENERGY MLP FUND INC
By: ClearBridge Investments, LLC, as discretionary manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Investment Officer
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
HARVEST MLP INCOME FUND LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Member
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
HARVEST MLP INCOME FUND III LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Member
IN WITNESS WHEREOF, the Parties hereto execute this Amendment, effective as of the date first above written.
HARVEST ENERGY FUND LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Member