UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): July 18, 2019

THIRD COAST MIDSTREAM, LLC
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-35257	 	27-0855785	
(State or other jurisdiction
of incorporation)	 	(Commission
File No.)	 	(IRS Employer
Identification No.)	

2103 CityWest Blvd., Bldg. 4, Suite 800
Houston, Texas	 	77042	
(Address of principal executive offices)	 	(Zip Code)	
(346) 241-3400
(Registrant’s telephone number, including area code)
American Midstream Partners, LP
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading
Symbol(s)	 	Name of each exchange
on which registered	
Common Units Representing Limited Partnership Interests	 	AMID	 	New York Stock Exchange	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Introductory Note
As further described under Item 5.03 below, effective on July 23, 2019 (the “ Conversion Effective Time ”), American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), converted into a Delaware limited liability company named “Third Coast Midstream, LLC” (the “ Conversion ”). References herein to the “ Registrant ” refer to the Partnership prior to the Conversion and to Third Coast Midstream, LLC following the Conversion. Effective on July 23, 2019, American Midstream GP, LLC, a Delaware limited liability company and the general partner of the Registrant (the “ General Partner ”), changed its name to “Third Coast Midstream Holdings, LLC” upon a filing of a certificate of amendment to the certificate of formation of the General Partner with the Secretary of State of the State of Delaware (the “ Name Change ”). References herein to the “General Partner” refer to American Midstream GP, LLC prior to the Name Change and to Third Coast Midstream Holdings, LLC following the Name Change.
 
Item 1.01	Entry into a Material Definitive Agreement.	
Sixth Amended and Restated Agreement of Limited Partnership of the Registrant
On July 23, 2019, the General Partner and Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“ Parent ”), entered into the Sixth Amended and Restated Agreement of Limited Partnership of the Registrant (the “ Sixth LPA ”), which amends the Registrant’s Fifth Amended and Restated Agreement of Limited Partnership dated as of April 25, 2016 in accordance with the Merger Agreement (as defined below). Under the terms of the Sixth LPA, the General Partner remained the sole general partner of the Registrant and Parent was the sole limited partner of the Registrant until the Sixth LPA was replaced by the Registrant LLCA (as defined below) in connection with the Conversion and the GP Merger (as defined below).
The foregoing description of the Sixth LPA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sixth LPA, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Merger Agreement
On July 23, 2019, the General Partner entered into an Agreement and Plan of Merger (the “ GP Merger Agreement ”) with Parent, pursuant to which Parent merged with and into the General Partner on July 23, 2019 (the “ GP Merger ”), with the General Partner surviving as the sole member of the Registrant.
Under the terms of the GP Merger Agreement, at the effective time of the GP Merger, the outstanding membership interests of Parent were not converted or exchanged in any manner, and each such membership interest was cancelled and extinguished for no consideration. The issued and outstanding membership interests of the General Partner were converted into Units (as defined in the Fifth Amended and Restated Limited Liability Company Agreement of the General Partner (the “ Fifth LLCA ”) among the General Partner, 3CM Holdings, LLC (f/k/a High Point Infrastructure Partners, LLC), a Delaware limited liability company, and AMID GP Holdings, LLC, a Delaware limited liability company) as set forth in the Fifth LLCA.
The foregoing description of the GP Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the GP Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. It is not intended to provide any other factual information about the Registrant, the General Partner, or their respective subsidiaries and affiliates.
Limited Liability Company Agreement of Third Coast Midstream, LLC
On July 23, 2019, the General Partner, as sole member of the Registrant following the consummation of the GP Merger, approved the Limited Liability Company Agreement of the Third Coast Midstream, LLC (the “ Registrant LLCA ”). Under the terms of the Registrant LLCA, the General Partner, as the sole member of the Registrant, was appointed as the Managing Member (as defined in the Registrant LLCA) of the Registrant with full discretion to manage and control the business and affairs of the Registrant.
The foregoing description of the Registrant LLCA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registrant LLCA, which is attached hereto as Exhibit 3.4 and incorporated herein by reference.
 
Item 2.01	Completion of Acquisition or Disposition of Assets.	
On July 23, 2019, the Registrant completed its previously announced merger with an affiliate of ArcLight Energy Partners Fund V, L.P. pursuant to that certain Agreement and Plan of Merger (the “ Merger Agreement ”) among the General Partner, the Registrant, Parent, Merger Sub, and High Point Infrastructure Partners, LLC, an affiliate of ArcLight Energy Partners
 
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Fund V, L.P. (“ ArcLight ”), a Delaware limited liability company, pursuant to which Merger Sub merged with and into the Registrant (the “ Merger ”), with the Registrant surviving the Merger as a wholly owned subsidiary of the General Partner and Parent, a wholly owned subsidiary of an affiliate of ArcLight.
At the effective time of the Merger (the “ Merger Effective Time ”), pursuant to the terms and conditions set forth in the Merger Agreement, each common unit of the Registrant (each, a “ Common Unit ”) issued and outstanding immediately prior to the Merger Effective Time, held by parties other than Parent or affiliates or certain other holders, was converted into the right to receive $5.25 in cash, without interest.
The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 18, 2019, and is incorporated herein by reference.
 
Item 3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.	
To the extent applicable, the information included under Item 1.01 and Item 2.01 above is incorporated into this Item 3.01 by reference.
On June 23, 2019, Registrant requested that the New York Stock Exchange (the “ NYSE ”) file a Form 25 with the Securities and Exchange Commission (the “ SEC ”) to delist the Common Units from the NYSE and to deregister the Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended. The Common Units were suspended from trading on the NYSE prior to the opening of trading on July 23, 2019.
Item 3.02 Unregistered Sales of Equity Securities.
On July 18, 2019, the Partnership entered into a Redemption Agreement with the General Partner, pursuant to which the General Partner exchanged 100% of the notional general partner units of the Partnership for Common Units (the “ Redemption ”). In connection with the Redemption, the Partnership issued 980,889 Common Units (the “ Redemption Units ”) to the General Partner and the notional general partner units were cancelled. Following the Redemption, the General Partner retained a non-economic general partner interest in the Partnership.
The issuance of the Redemption Units was completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof for transactions by an issuer not involving a public offering.
The foregoing description of the Redemption Agreement and the Redemption does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Redemption Agreement, which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
 
Item 3.03	Material Modification to Rights of Security Holders.	
To the extent applicable, the information included under Item 1.01 and Item 2.01 above and the information included under Item 5.03 below regarding the Certificate of Conversion, Certificate of Formation, and Registrant LLCA is incorporated into this Item 3.03 by reference.
Pursuant to the Merger Agreement and subject to the terms and conditions thereof, at the Merger Effective Time, each outstanding phantom unit issued pursuant to (i) Registration Statement No. 333-216585, filed on Form S-8 (the “ 85 Registration Statement ”), filed by the Registrant with the SEC on March 9, 2017, registering 312,736 common units representing limited partner interests of the Registrant under the American Midstream Partners, LP Amended and Restated 2014 Long Term Incentive Plan (the “ LTIP ”), (ii) Registration Statement No. 333-209614, filed on Form S-8 (the “ 14 Registration Statement ”), filed by the Registrant with the SEC on February 19, 2016, registering 6,000,000 common units representing limited partner interests of the Registrant under the Third Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan (the “ 2014 Plan ”, and together with the LTIP, the “ Plans ”), (iii) Registration Statement No. 333-183290, filed on Form S-8 (the “ 90 Registration Statement ”), filed by the Registrant with the SEC on August 13, 2012, registering 871,750 common units representing limited partner interests of the Registrant under the 2014 Plan, and (iv) Registration Statement No. 333-176438, filed on Form S-8 (the “ 38 Registration Statement ”, and together with the 85 Registration Statement, 14 Registration Statement, and 90 Registration Statement, the “ Registration Statements ”), filed by the Registrant with the SEC on August 23, 2011, registering 303,602 common units representing limited partner interests of the Registrant under the 2014 Plan, was converted into a right to receive a cash payment in an amount equal to $5.25 in cash (without interest and subject to tax withholding, if applicable) to vest and be payable in accordance with the terms of the underlying award agreement or letter (or the Plans, if there is no separate award agreement or letter), and such amount to be
 
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adjusted from and after the Merger Effective Time in accordance with the terms of the Plans. At the Merger Effective Time, the Plans were terminated and from and after the Merger Effective Time there is no obligation under the Plans to grant or issue (and no outstanding awards providing for the grant or issuance of) any right with respect to the Common Units or other Partnership Interests (as defined in the Merger Agreement).
 
Item 5.01	Change in Control of Registrant.	
To the extent applicable, the information included under Item 1.01 and Item 2.01 above and under Item 5.03 below are incorporated into this Item 5.01 by reference.
 
Item 5.02	Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	
Resignation of Directors of the General Partner
In connection with the Merger and the Conversion, at the Merger Effective Time, Stephen W. Bergstrom, Gerald A. Tywoniuk, John F. Erhard, Peter A. Fasullo, Donald R. Kendall, Jr., Daniel R. Revers, Joseph W. Sutton and Lucius H. Taylor (collectively, the “ Resigning Directors ”) resigned as directors of the General Partner. The decision of each of the Resigning Directors to resign as a director of the General Partner was not the result of any disagreement with the General Partner or the Partnership on any matter relating to the operations, internal controls, policies or practices of the General Partner or the Partnership, and was solely as a result of the Merger and the related transactions described in this Current Report on Form 8-K.
Resignation of Officers of the General Partner
In connection with the Merger, at the Merger Effective Time, Louis Dorey, Eric T. Kalamaras, Rene L. Casadaban, Christopher B. Dial and Karen S. Acree (collectively, the “ Resigning Officers ”) resigned their positions (but not employment) as Interim President and Chief Executive Officer of the General Partner, Senior Vice President and Chief Financial Officer of the General Partner, Senior Vice President and Chief Operating Officer of the General Partner, Senior Vice President, General Counsel and Chief Compliance Officer of the General Partner and Vice President and Chief Accounting Officer of the General Partner, respectively. The decision of each of the Resigning Officers to resign as officers of the General Partner was not the result of any disagreements between any Resigning Officer and the Partnership or the General Partner or any officer or director of the Partnership or the General Partner and was solely as a result of the Merger and the related transactions described in this Current Report on Form 8-K.
Appointment of Officers of Third Coast Midstream, LLC
As a result of the Conversion and GP Merger, the business and affairs of the Partnership will be overseen by the General Partner as sole member of the Registrant. Following the GP Merger Effective Time, the General Partner appointed Matthew W. Rowland as President and Chief Executive Officer of the Registrant, Rene L. Casadaban as Senior Vice President and Chief Operating Officer of the Registrant, Ryan K. Rupe as Senior Vice President and Chief Commercial Officer of the Registrant, Karen S. Acree as Vice President and Chief Accounting Officer of the Registrant, and Stephen Ciupak as Vice President – Finance of the Registrant (collectively, the “ Registrant Officers ”).
Mr. Rowland, 50, previously served as Senior Vice President at CIMA ENERGY, LP a wholly owned subsidiary of Mitshubishi Corporation from 2017 to 2019, where he was responsible for managing feed gas for Mitsubishi’s position in the Cameron LNG facility. Mr. Rowland also previously served as the chief operating officer of the General Partner from 2013 to 2016. Prior to his appointment with the General Partner, Mr. Rowland was a founder and Managing Director at High Point Energy, LLC (“ HPE ”) from 2009 to 2013. Prior to HPE, Mr. Rowland served as Vice President, Asset Optimization for CIMA ENERGY, LTD. from 2003 through 2009. Mr. Rowland began his career with Tenneco/El Paso, where he held various operational and commercial roles from 1986 to 2003. Mr. Rowland received a B.S. in Mechanical Engineering from Texas A&M University in 1985.
Mr. Casadaban, 49, has 27 years of midstream project management and business development experience for onshore, offshore and deepwater pipeline systems. Mr. Casadaban has served as the Senior Vice President and Chief Operating Officer of the General Partner since 2017. From 2014 to 2017, Mr. Casadaban served as the Chief Operating Officer for Summit Midstream Partners, LP (“ Summit ”). Prior to joining Summit, Mr. Casadaban worked for Enterprise Products as the Director for Deepwater Business Development of floating production platforms and offshore pipelines. Mr. Casadaban has also served as an independent consultant to ExxonMobil Corporation and GulfTerra Energy Partners, LP for Gulf of Mexico and international pipeline projects. Prior to such roles, Mr. Casabadan was employed at Land and Marine Engineering Limited, and was responsible for managing domestic and international pipeline river crossings and beach approaches by horizontal directional drilling. Mr. Casadaban began his career as a Field Engineer for McDermott International Inc. He currently serves on the board of directors of Angel Reach and holds a Bachelor of Science in Building Construction from Auburn University.
 
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Mr. Rupe, 43, has served as Vice President—Natural Gas Services and Offshore Pipelines of the Partnership since March 2017 and has served in other capacities with the Partnership since 2012. Previously, Mr. Rupe served as Vice President of Natural Gas Services and Offshore Pipelines and as the Partnership’s Vice President of Commercial Operations of the Partnership. Prior to his appointment as an officer of the Partnership, he was a partner and served as Director of Commercial Operations for High Point Energy, LLC (“ High Point Energy ”). Mr. Rupe joined High Point Energy from CIMA Energy, where he was an owner and served as Director of Gulf Coast Trading and Gas Scheduling. Mr. Rupe is a graduate of Texas A&M University.
Ms. Acree, 62, has over thirty-six years of experience in financial and management accounting. Ms. Acree has served in this capacity for the General Partner since April 2018. Ms. Acree previously served as the Chief Accounting Officer for Jones Energy, Inc. in Austin, Texas, from 2015 to 2018. Prior to Jones Energy, Inc., she served as Vice President, Controller and Chief Accounting Officer for W&T Offshore, Inc. from 2007 to 2015. Ms. Acree holds a B.B.A. in Accounting from Texas Tech University and is a Certified Public Accountant licensed in Texas.
Mr. Ciupak, 40, has over fifteen years of financial analysis and corporate finance experience including twelve years of midstream corporate finance experience. Mr. Ciupak has served as the Partnership’s Senior Director Corporate Finance since 2016. Prior to joining the Partnership, Mr. Ciupak was the Director of Financial Planning and Analysis at Azure Midstream Energy, LLC (“ Azure ”) from July 2014 through November 2016, and from 2006 through 2014, he served in various capacities at Atlas Pipeline Partners, LP. Mr. Ciupak holds a B.A. in Accountancy from the University of Oklahoma and a Master of Energy Business from the University of Tulsa.
There are no arrangements or understandings between any of the Registrant Officers and any other person pursuant to which such officer was appointed. There are no family relationships between any Registrant Officer and any director or executive officer of the Registrant, and none of the Registrant Officers has any direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	
On July 23, 2019, the Registrant filed a Certificate of Merger (the “ Partnership Merger Certificate ”) with the Secretary of State of the State of Delaware (the “ DE Secretary of State ”) to effect the Merger. Thereafter, to implement the Conversion, the Registrant filed with the DE Secretary of State a Certificate of Conversion and, in its capacity as the sole and managing member of the Registrant, the General Partner filed with the DE Secretary of State a Certificate of Formation.
At the Conversion Effective Time, the Registrant converted from a Delaware limited partnership to a Delaware limited liability company pursuant to a plan of conversion (the “ Plan of Conversion ”) and the Certificate of Formation and the Registrant LLCA became effective.
Immediately thereafter, the General Partner filed a Certificate of Merger (the “ GP Merger Certificate ”) with the DE Secretary of State to effect the GP Merger.
The foregoing description of the Partnership Merger Certificate, the Certificate of Formation, the GP Merger Certificate and the Certificate of Conversion does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, copies of which are filed as Exhibits 3.2, 3.3, 3.5 and 3.6 respectively, to this Current Report and are incorporated by reference herein.
 
Item 9.01	Financial Statements and Exhibits.	
(d) Exhibits.

	Exhibit No.	  		Description of Exhibit	
			
  2.1	  	Agreement and Plan of Merger, dated July 23, 2019, by and between Anchor Midstream Acquisition, LLC and Third Coast Midstream Holdings, LLC.		
			
  2.2*	  	Agreement and Plan of Merger, dated March  17, 2019 by and among American Midstream Partners, LP, American Midstream GP, LLC, Anchor Midstream Acquisition, LLC, Anchor Midstream Merger Sub, LLC, and High Point Infrastructure Partners, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (Commission File No. 001-35257) filed on March 18, 2019).		
 
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  3.1	  	Sixth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, dated July 23, 2019.	
		
  3.2	  	Certificate of Merger of American Midstream Partners, LP into Anchor Midstream Sub, LLC dated July 23, 2019.	
		
  3.3	  	Certificate of Formation of Third Coast Midstream, LLC dated July 23, 2019.	
		
  3.4	  	Limited Liability Company Agreement of Third Coast Midstream, LLC dated July 23, 2019.	
		
  3.5	  	Certificate of Merger of Third Coast Midstream Holdings, LLC into Anchor Midstream Acquisition, LLC dated July 23, 2019.	
		
  3.6	  	Certificate of Conversion of Third Coast Midstream, LLC, dated July 23, 2019.	
		
10.1	  	Redemption Agreement, dated July 18, 2019, by and between American Midstream GP, LLC and American Midstream Partners, LP.	
 
*	Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.	
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
July 23, 2019

THIRD COAST MIDSTREAM, LLC	
		
By:	 	/s/ Christopher B. Dial	
Name:	 	Christopher B. Dial	
Title:	 	Senior Vice President and General Counsel	
[ Signature Page to Form 8-K ]

Exhibit 2.1
Execution Version
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger, dated as of July 23, 2019 (this “Agreemen t”), is entered into by and between Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“ Parent ”), and Third Coast Midstream Holdings, LLC, a Delaware limited liability company (“ Third Coast Holdings ”).
W I T N E S S E T H
WHEREAS, Parent holds all of the membership interests of Third Coast Midstream, LLC, a Delaware limited liability company (“ Third Coast Midstream ”), and is the sole member of Third Coast Midstream;
WHEREAS, Third Coast Holdings holds all of the membership interests of Parent and is the sole member of Parent;
WHEREAS, Third Coast Holdings, in its capacity as the managing member of Parent, has (i) determined it advisable and in the best interests of Parent for Parent to merge with and into Third Coast Holdings (the “ Merger ”) pursuant to the provisions of Section 18-209 of the Delaware Limited Liability Company Act, as amended (the “ Act ”), whereupon Third Coast Holdings shall continue as the surviving entity and (ii) authorized, adopted and approved this Agreement and the Merger; and
WHEREAS, the managing member of Third Coast Holdings has (i) determined it advisable and in the best interests of Third Coast Holdings to consummate the Merger and (ii) authorized, adopted and approved this Agreement and the Merger.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereby agree as follows:
1. The Merger . In accordance with Title 6, Section 18-209 of the Act, and upon the terms and conditions of this Agreement, at the Effective Time (as defined below), (i) Parent shall be merged with and into Third Coast Holdings, (ii) the separate company existence of Parent shall cease and (iii) Third Coast Holdings shall continue as the surviving entity after the Merger (in such capacity, the “ Surviving Entity ”). At the Effective Time, the effect of the Merger shall be as provided in this Agreement and Title 6, Section 18- 209(f)-(g) of the Act.
2. Effective Time . The Merger shall become effective upon the filing of the Certificate of Merger (as defined below) with the Secretary of State of the State of Delaware (the “ Effective Time ”).
3. Certificate of Merger . Parent and Third Coast Holdings agree that they will each cause to be executed, delivered and filed a Certificate of Merger satisfying the requirements set forth in Title 6, Section 18-209(c) of the Act (the “ Certificate of Merger ”), with the Secretary of State of the State of Delaware, and that they will cause to be performed all necessary acts within the State of Delaware and elsewhere to effect the Merger. Unless the context otherwise requires, the term “ Agreement ” as used herein refers collectively to this Agreement and the Certificate of Merger.

4. Limited Liability Company Agreement . Following the consummation of the Merger, the Fourth Amended and Restated Limited Liability Company Agreement of Third Coast Holdings shall be amended and restated in its entirety in the form attached hereto as Exhibit A (the “ Fifth A/R LLCA ”).
5. Effect of Merger on Membership Interests . At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any membership interests of Parent, the outstanding membership interests of Parent shall not be converted or exchanged in any manner, and each such membership interest as of the Effective Time shall be cancelled and extinguished for no consideration. The issued and outstanding membership interests of Third Coast Holdings shall be converted into Units (as defined in the Fifth A/R LLCA) of the Surviving Entity as set forth in the Fifth A/R LLCA.
6. Additional Actions . Subject to the terms of this Agreement, the parties hereto shall take all such reasonable and lawful action as may be necessary or appropriate in order to effect the Merger and to comply with the requirements of the Act. If, at any time after the Effective Time, the Surviving Entity shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Entity its right, title or interest in, to or under any of the rights, properties or assets of Parent, or otherwise to carry out this Agreement, the Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of Parent and Third Coast Holdings, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of Parent and Third Coast Holdings or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Entity or otherwise to carry out this Agreement.
7. Tax Treatment . Parent and Third Coast Holdings agree that because each of Parent and Third Coast Holdings is treated under U.S. Treasury Regulations Section 301.7701-3 as disregarded as an entity separate from the same direct or indirect common parent that is treated as a partnership for U.S. federal income tax purposes, the Merger shall be disregarded for U.S. federal income tax purposes.
8. Termination . This Agreement may be terminated, and the Merger contemplated hereby may be abandoned, at any time prior to the Effective Time. In the event of such termination and abandonment, this Agreement shall become void and none of Parent, Third Coast Holdings, or their respective managers, members or officers, as the case may be, shall have any liability with respect to such termination and abandonment.
9. Amendment and Waiver . At any time prior to the Effective Time, this Agreement may, to the extent permitted by the Act, be supplemented, amended or modified by the mutual consent of the parties hereto. Any extension or waiver of the obligations herein of either party shall be valid only if set forth in an instrument in writing referring to this Section and signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.
 
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10. Governing Law . This Agreement shall be governed by and construed and enforced under the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.
11. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party.
12. No Third Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.
13. Headings . The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
14. Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
15. Entire Agreement . This Agreement, including the agreements, documents and instruments referred to herein, constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof.
16. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.
[ Signature page follows. ]
 
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IN WITNESS WHEREOF , the undersigned have executed this Agreement as of the date first written above.

ANCHOR MIDSTREAM ACQUISITION, LLC	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
	
THIRD COAST MIDSTREAM HOLDINGS, LLC	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
 
[ Signature Page to Agreement and Plan of Merger ]

Exhibit A
Fifth Amended and Restated Limited Liability Company Agreement
( See attached )

Exhibit A to Agreement and Plan of Merger

Execution Version
FIFTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
THIRD COAST MIDSTREAM HOLDINGS, LLC
Dated as of July 23, 2019

TABLE OF CONTENTS

 	 	 	  	Page	 	
ARTICLE I. DEFINED TERMS	  	 	3	 	
Section 1.1	 	Definitions	  	 	3	 	
		
ARTICLE II. FORMATION OF THE COMPANY	  	 	10	 	
Section 2.1	 	Formation	  	 	10	 	
Section 2.2	 	Company Name	  	 	10	 	
Section 2.3	 	Term of Company	  	 	10	 	
Section 2.4	 	Registered Agent and Office	  	 	10	 	
Section 2.5	 	Principal Place of Business	  	 	10	 	
Section 2.6	 	Fiscal Year Taxable Year	  	 	10	 	
		
ARTICLE III. PURPOSE AND POWERS OF THE COMPANY	  	 	10	 	
Section 3.1	 	Purpose	  	 	10	 	
Section 3.2	 	Powers of the Company	  	 	11	 	
Section 3.3	 	Certain Tax Matters	  	 	11	 	
		
ARTICLE IV. MEMBERS	  	 	11	 	
Section 4.1	 	Powers of Members	  	 	11	 	
Section 4.2	 	Voting and Economic Rights of Members	  	 	11	 	
Section 4.3	 	Meetings of Members	  	 	12	 	
Section 4.4	 	Business Transactions of a Member with the Company	  	 	13	 	
Section 4.5	 	No Cessation of Membership upon Bankruptcy	  	 	14	 	
Section 4.6	 	Confidentiality	  	 	14	 	
Section 4.7	 	Other Business for Members	  	 	15	 	
Section 4.8	 	Financing	  	 	15	 	
		
ARTICLE V. MANAGEMENT	  	 	16	 	
Section 5.1	 	Managing Member	  	 	16	 	
Section 5.2	 	Compensation of Managing Member	  	 	16	 	
Section 5.3	 	Managing Member as “Manager”	  	 	16	 	
Section 5.4	 	Officers	  	 	17	 	
		
ARTICLE VI. REPRESENTATIONS AND WARRANTIES	  	 	17	 	
Section 6.1	 	Representations and Warranties of the Members	  	 	17	 	
Section 6.2	 	LIMITATION OF WARRANTIES	  	 	19	 	
		
ARTICLE VII. CAPITAL	  	 	19	 	
Section 7.1	 	Units	  	 	19	 	
Section 7.2	 	Issuance of Units	  	 	19	 	
Section 7.3	 	Capital Accounts	  	 	20	 	
Section 7.4	 	Capital Account Adjustments	  	 	20	 	
Section 7.5	 	Additional Capital Contributions	  	 	21	 	
Section 7.6	 	Negative Capital Accounts	  	 	21	 	
Section 7.7	 	Assignee Capital Accounts	  	 	21	 	
 
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TABLE OF CONTENTS (CONT’D)

 	 	 	  	Page	 	
ARTICLE VIII. ALLOCATIONS	  	 	21	 	
Section 8.1	 	Net Profit and Net Loss Allocations	  	 	21	 	
Section 8.2	 	Restrictions on Allocations	  	 	22	 	
Section 8.3	 	Income Tax Allocations	  	 	23	 	
		
ARTICLE IX. DISTRIBUTIONS	  	 	24	 	
Section 9.1	 	Distributions Generally	  	 	24	 	
Section 9.2	 	Distributions in Kind	  	 	24	 	
Section 9.3	 	No Withdrawal of Capital	  	 	24	 	
Section 9.4	 	Withholding	  	 	24	 	
Section 9.5	 	Restricted Distributions	  	 	25	 	
		
ARTICLE X. BOOKS AND RECORDS	  	 	25	 	
Section 10.1	 	Books, Records and Financial Statements	  	 	25	 	
Section 10.2	 	Certain Tax Matters	  	 	25	 	
		
ARTICLE XI. LIABILITY, EXCULPATION AND INDEMNIFICATION	  	 	27	 	
Section 11.1	 	Liability	  	 	27	 	
Section 11.2	 	Exculpation	  	 	27	 	
Section 11.3	 	Fiduciary Duty	  	 	28	 	
Section 11.4	 	Indemnification	  	 	28	 	
Section 11.5	 	Expenses	  	 	28	 	
Section 11.6	 	Nonexclusivity; Severability	  	 	28	 	
		
ARTICLE XII. TRANSFERS OF UNITS	  	 	29	 	
Section 12.1	 	Restrictions on Transfers of Units	  	 	29	 	
Section 12.2	 	Permitted Transfers	  	 	29	 	
Section 12.3	 	Overriding Provisions	  	 	30	 	
Section 12.4	 	Release of Liability	  	 	30	 	
Section 12.5	 	Substitute Members	  	 	31	 	
Section 12.6	 	Resignation	  	 	31	 	
		
ARTICLE XIII. DISSOLUTION, LIQUIDATION AND TERMINATION	  	 	31	 	
Section 13.1	 	Dissolving Events	  	 	31	 	
Section 13.2	 	Liquidation	  	 	32	 	
Section 13.3	 	Reserves	  	 	32	 	
Section 13.4	 	Distribution In Kind	  	 	33	 	
Section 13.5	 	Termination	  	 	33	 	
Section 13.6	 	Claims of the Members	  	 	33	 	
		
ARTICLE XIV. MISCELLANEOUS	  	 	33	 	
Section 14.1	 	Notices	  	 	33	 	
Section 14.2	 	Headings	  	 	34	 	
Section 14.3	 	Entire Agreement	  	 	34	 	
Section 14.4	 	Construction	  	 	34	 	
Section 14.5	 	Counterparts	  	 	35	 	
 
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TABLE OF CONTENTS (CONT’D)

 	 	 	  	Page	 	
Section 14.6	 	Governing Law	  	 	35	 	
Section 14.7	 	Jurisdiction; Consent to Service of Process; Waiver	  	 	35	 	
Section 14.8	 	Waiver of Jury Trial	  	 	35	 	
Section 14.9	 	Waiver Generally	  	 	35	 	
Section 14.10	 	Severability	  	 	35	 	
Section 14.11	 	Amendments	  	 	36	 	
Section 14.12	 	Fees and Expenses	  	 	36	 	
Section 14.13	 	No Employment Agreement	  	 	36	 	
Section 14.14	 	No Third-Party Beneficiaries	  	 	36	 	
 
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THE LIMITED LIABILITY COMPANY INTERESTS DESCRIBED IN THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACTS IN RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS. THE SALE OR OTHER DISPOSITION OF SUCH LIMITED LIABILITY COMPANY INTERESTS IS PROHIBITED UNLESS SUCH SALE OR DISPOSITION IS MADE IN COMPLIANCE WITH ALL SUCH APPLICABLE ACTS. ADDITIONAL RESTRICTIONS ON TRANSFER OF SUCH LIMITED LIABILITY COMPANY INTERESTS ARE SET FORTH IN THIS AGREEMENT.
FIFTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
THIRD COAST MIDSTREAM HOLDINGS, LLC
This Fifth Amended and Restated Limited Liability Company Agreement of Third Coast Midstream Holdings, LLC (f/k/a American Midstream GP, LLC) (the “ Company ”) is entered into by and among the Company, 3CM Holdings, LLC (f/k/a High Point Infrastructure Partners, LLC), a Delaware limited liability company (the “ Managing Member ”), and AMID GP Holdings, LLC, a Delaware limited liability company (“ AMID Holdings ”), effective as of July 23, 2019 (the “ Effective Date ”).
W I T N E S S E T H
WHEREAS, on August 20, 2009, the Company was formed upon the filing of a certificate of formation (including any and all amendments and modifications thereto and restatements thereof, the “ Certificate ”) with the Secretary of State of the State of Delaware;
WHEREAS, on November 4, 2009, AIM Midstream Holdings, LLC, a Delaware limited liability company (“ AIM Midstream Holdings ”), adopted the Amended and Restated Limited Liability Company Agreement of the Company (the “ First Amended and Restated Agreement ”) to set forth the rights, duties and obligations of AIM Midstream Holdings as sole member of the Company;
WHEREAS, AIM Midstream Holdings and the Managing Member entered into that certain Purchase Agreement, dated as of April 15, 2013 (the “ Purchase Agreement ”), pursuant to which the Managing Member purchased from AIM Midstream Holdings (i) 100% of the outstanding subordinated units representing limited partner interests of American Midstream Partners, LP, a Delaware limited partnership, and (ii) 90% of the Membership Interests of the Company (the “ Transferred Interests ”), on the terms and subject to the conditions set forth therein;
WHEREAS, on April 15, 2013, AIM Midstream Holdings and the Managing Member adopted the Second Amended and Restated Limited Liability Company Agreement of the Company (the “ Second Amended and Restated Agreement ”) to amend and restate the First Amended and Restated Agreement as of such date to (i) admit the Managing Member as a Member of the Company, reflect the transfer of the Transferred Interests from AIM Midstream Holdings to the Managing Member and reflect the conversion of the Transferred Interests into the Class A Membership Interests and (ii) reflect the conversion of the remaining 10% of the Membership Interests held by AIM Midstream Holdings (the “ Remaining Interests ”) into the Class B Membership Interests;

WHEREAS, on May 2, 2016, AIM Midstream Holdings and the Managing Member adopted the Third Amended and Restated Limited Liability Company Agreement of the Company (the “ Third Amended and Restated Agreement ”) to amend and restate the Second Amended and Restated Agreement as of such date to (i) create a new class of Membership Interest in the Company (the “ Class  C Membership Interests ”) and (ii) admit LB3 Services, a Texas general partnership (the “ Executive Family Vehicle ”), as a Member of the Company and the holder of the Class C Membership Interests;
WHEREAS, on December 1, 2016, Magnolia Infrastructure Holdings, LLC, a Delaware limited liability company (“ Magnolia ”), acquired 100% of the Class B Membership Interests from AIM Midstream Holdings, and AIM Midstream Holdings ceased to be a Member of the Company;
WHEREAS, on March 8, 2017, the Company issued to Magnolia Class A Membership Interests (the “ Additional Class  A Membership Interests ”), which Additional Class A Membership Interests represented an Ownership Percentage of 18.786%;
WHEREAS, on August 9, 2017, Magnolia contributed 100% of the Class B Membership Interests and the Additional Class A Membership Interests to AMID Holdings, and Magnolia ceased to be a Member of the Company;
WHEREAS, on August 10, 2017, AMID Holdings, the Managing Member and the Executive Family Vehicle adopted the Fourth Amended and Restated Limited Liability Company Agreement of the Company (the “ Fourth Amended and Restated Agreement ”) to amend and restate the Third Amended and Restated Agreement as of such date to (i) reflect the transfer of the Class B Membership Interests from AIM Midstream Holdings to Magnolia, (ii) reflect the transfer of the Class A Membership Interests and the Class B Membership Interests from Magnolia to AMID Holdings and (iii) reflect the conversion of the Class B Membership Interests into additional Class A Membership Interests;
WHEREAS, on April 24, 2019, the Company, the Executive Family Vehicle and Lynn L. Bourdon III entered into that certain Separation and Release Agreement, pursuant to which, among other things, the Company repurchased the Class C Membership Interests held by the Executive Family Vehicle, such that no Class C Membership Interests remain outstanding as of the Effective Date (such repurchase, the “ Class  C Repurchase ”);
WHEREAS, on the Effective Date, Anchor Midstream Acquisition, LLC, a Delaware limited liability company, merged with and into the Company (the “ Anchor Acquisition Merger ”), with the Company surviving as the sole member of Third Coast Midstream, LLC, a Delaware limited liability company (“ Third Coast Midstream ”);
WHEREAS, on the Effective Date, the Company’s name was changed to “Third Coast Midstream Holdings, LLC” upon the filing of a certificate of amendment to the Certificate with the Secretary of State of the State of Delaware (the “ Name Change ”);
 
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WHEREAS, in connection with the Class C Repurchase, the Anchor Acquisition Merger and the Name Change, the Members desire to amend and restate the Fourth Amended and Restated Agreement in its entirety to provide for the conduct of the business and affairs of the Company and certain relations among the Members in accordance with the terms and conditions of this Agreement, as it may be amended from time to time; and
WHEREAS, the Members, by execution of this Agreement, set forth their agreements regarding the orderly management of the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18101, et seq.) (as amended from time to time, the “ Delaware Act ”).
NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:
ARTICLE I.
DEFINED TERMS
Section 1.1 Definitions .
“ Accounting Period ” means the fiscal year as described in Section 2.6 . The last Accounting Period shall end on the termination of the Company.
“ Additional Capital Contribution ” means any Capital Contribution made by a Member to the Company pursuant to Section  7.5.
“ Additional Class  A Membership Interests ” shall have the meaning set forth in the recitals to this Agreement.
“ Additional Membership Unit Price ” means, at the time additional Units are issued pursuant to Section  7.5(a) in respect of a Member’s Additional Capital Contribution, the price at which such Units are valued on a mark-to-market basis by the Managing Member in good faith immediately prior to such Additional Capital Contribution.
“ Adjusted Capital Account ” means the Capital Account maintained for each Member (a) increased by any amounts the Member is obligated to contribute or restore to the Company pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.7042(i)(5), and (b) decreased by any amounts described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) with respect to such Member.
“ Affiliate ” means, with respect to a specified Person, any Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the specified Person; provided , that , with respect to the Managing Member, the term “ Affiliate ” also means any Person Controlled by an investment fund or partnership (general or limited) managed, directly or indirectly, by ArcLight Capital Partners, LLC.
 
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“ Agreement ” means this Fifth Amended and Restated Limited Liability Company Agreement of the Company, as this agreement may be revised, amended, restated or supplemented from time to time after the Effective Date.
“ AIM Midstream Holdings ” shall have the meaning set forth in the recitals to this Agreement.
“ AMID Holdings ” shall have the meaning set forth in the preamble to this Agreement.
“ Anchor Acquisition Merger ” shall have the meaning set forth in the recitals to this Agreement.
“ Bipartisan Budget Act ” means Sections 6221 through 6241 of the Code, as amended by Section 1101 of the Bipartisan Budget Act of 2015, Pub. L. No. 114- 74 and Section 411 of the Protecting Americans from Tax Hikes Act of 2015, Pub. L. 114-113, div. Q, together with any final or temporary Treasury Regulations, Revenue Rulings, other administrative pronouncements and case law interpreting Sections 6221 through 6241 of the Code (and any analogous provision of state or local tax law).
“ Business Day ” means any day of the week other than a Saturday, Sunday or a day on which the commercial banks in New York City are not open for business.
“ Capital Account ” shall have the meaning set forth in Section 7.3.
“ Capital Contribution ” means any contribution to the capital of the Company in cash or property by a Member whenever made and includes Additional Capital Contributions.
“ Certificate ” shall have the meaning set forth in the recitals to this Agreement.
“ Class  C Membership Interests ” shall have the meaning set forth in the recitals to this Agreement.
“ Class  C Repurchase ” shall have the meaning set forth in the recitals to this Agreement.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Company ” shall have the meaning set forth in the preamble to this Agreement.
“ Company Credit Support ” shall have the meaning set forth in Section 4.4(b).
“ Company Level Taxes ” means any federal, state, or local taxes, additions to tax, penalties, and interest payable by the Company as a result of any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings under the Bipartisan Budget Act.
“ Confidential Information ” shall have the meaning set forth in Section  4.6(c).
 
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“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
“ Covered Person ” means a current or former Member (including, for the avoidance of doubt, the Managing Member in its capacity as the “manager” of the Company), an Affiliate of a current or former Member, any officer, manager, shareholder, partner, member, employee, advisor, representative or agent of a current or former Member, or any current or former officer, employee or agent of the Company.
“ Credit Support Non-Contributing Member ” shall have the meaning set forth in Section 4.4(b).
“ Delaware Act ” shall have the meaning set forth in the recitals to this Agreement.
“ Depreciation ” means, for each Accounting Period or other relevant period, an amount equal to depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such Accounting Period or other relevant period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Accounting Period or other relevant period, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.
“ Distributable Amounts ” shall have the meaning set forth in Section 9.1.
“ Economic Risk of Loss ” has the meaning assigned to that term in Treasury Regulations Section 1.752-2(a).
“ Effective Date ” shall have the meaning set forth in the preamble to this Agreement.
“ Executive Family Vehicle ” shall have the meaning set forth in the recitals to this Agreement.
“ Financing Agreement ” means any credit or loan agreement, note purchase agreement or similar financing agreement to which the Company is party as borrower, as revised, amended, restated or supplemented from time to time.
“ Financing Agreement Transaction Documents ” means any Financing Agreement and any notes, collateral or guaranty agreements, control agreements, mortgages or deeds of trust, pledge agreements, security agreements, consents to assignment, instruments, agreements, documents and certificates to evidence or secure the Financing Agreement or obligations thereunder and any financing statements, certificates, documents and instruments related thereto or executed or provided in connection therewith, each as revised, amended, restated or supplemented from time to time.
“ First Amended and Restated Agreement ” shall have the meaning set forth in the recitals to this Agreement.
 
5

“ Fourth Amended and Restated Agreement ” shall have the meaning set forth in the recitals to this Agreement.
“ GAAP ” means generally accepted accounting principles as in effect from time to time in the United States of America.
“ Governmental Authority ” means any federal, national, regional, state, municipal or local government, any political subdivision or any governmental, judicial, public or statutory instrumentality, tribunal, court, arbitral panel, or other regulatory bureau, authority, body or entity having legal jurisdiction over the matter or Person in question.
“ Gross Asset Value ” means, with respect to any asset, the asset’s adjusted basis for U.S. federal income tax purposes, except as follows:
(a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the Managing Member;
(b) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Managing Member, as of the following times:
 
 	(i)	the acquisition of additional Units by any new or existing Member in exchange for more than a de minimis Capital Contribution;	
 
 	(ii)	the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company;	
 
 	(iii)	the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);	
 
 	(iv)	the grant of Units (other than a de minimis amount of Units) in consideration for the provision of services to or for the benefit of the Company; and	
 
 	(v)	any other event to the extent determined by the Managing Member to be necessary to properly reflect the Gross Asset Values in accordance with the standards set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(q);	
provided , that any adjustments pursuant to clause (i) or (ii) above shall be made only if the Managing Member reasonably determines that the adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;
(c) The Gross Asset Value of any property distributed to any Member shall be the gross fair market value of such asset on the date of the distribution, as determined by the Managing Member; and
 
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(d) The Gross Asset Values of all of the Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Sections 734(b) or 743(b) but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided , however , that Gross Asset Value shall not be adjusted pursuant to this subsection (d) to the extent the Company determines that an adjustment pursuant to subsection (b) hereof is necessary or appropriate in connection with the transaction that would otherwise result in an adjustment pursuant to this subsection (d).
If the Gross Asset Value of an asset has been determined or adjusted pursuant to subsection (a), (b) or (d) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profit and Net Loss.
“ Liquidator ” shall have the meaning set forth in Section  13.2.
“ Magnolia ” shall have the meaning set forth in the recitals to this Agreement.
“ Majority- in- Interest ” means, as of any given record date or other applicable time, the Members holding an Ownership Percentage, individually or collectively, in excess of 50% as of such date.
“ Managing Member ” shall have the meaning set forth in the preamble to this Agreement.
“ Member ” means each of the Managing Member, AMID Holdings and any Person admitted as an additional or substitute member of the Company pursuant to this Agreement.
“ Member Loan ” shall have the meaning set forth in Section  4.4(c)(i).
“ Member Nonrecourse Debt ” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulations Section 1.704-2(b)(4).
“ Member Nonrecourse Debt Minimum Gain ” has the meaning assigned to the term “partner nonrecourse debt minimum gain” in Treasury Regulations Section 1.704-2(i)(2).
“ Member Nonrecourse Deductions ” has the meaning assigned to the term “partner nonrecourse deductions” in Treasury Regulations Section 1.704-2(i)(1).
“ Membership Interests ” means, with respect to any Member, such Member’s respective membership interest in the Company.
“ Minimum Gain ” has the meaning assigned to the term “partnership minimum gain” in Treasury Regulations Section 1.704-2(d).
“ Name Change ” shall have the meaning set forth in the recitals to this Agreement.
 
7

“ Net Profit ” and “ Net Loss ” means, with respect to any Accounting Period or other relevant period, net profit or net loss of the Company for such period, determined in accordance with Section 703(a) of the Code, including any items that are separately stated pursuant to Section 703(a)(1) of the Code, as determined in accordance with U.S. federal income tax accounting principles with the following adjustments:
(a) Any income or deductions for tax purposes attributable to an election under Section 754 of the Code shall be disregarded;
(b) There shall be added to taxable income or loss the amount of any receipt that is permanently excluded from gross income by the Code, but which is not a capital contribution, loan proceed, recovery of capital, or part of a nonrecognition exchange;
(c) There shall be subtracted from taxable income or loss any cost that is not currently deductible or capitalized for tax purposes under Section 705(a)(2)(B) of the Code (or treated as expenditures described in Section 705(a)(2)(B) of the Code pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i));
(d) In lieu of depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period;
(e) Gain or loss resulting from any disposition of any Company asset with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;
(f) In the event the Gross Asset Value of any partnership asset is adjusted pursuant to subsection (b) or (d) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as an item of gain (if the adjustment increases the basis of the asset) or as an item of loss (if the adjustment decreases such basis) from the disposition of such asset for the purpose of computing Net Profit and Net Loss;
(g) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profit or Net Loss; and
(h) Notwithstanding any other provisions of this definition, there shall not be taken into account any items which are allocated pursuant to Section  8.2.
“ Non-Managing Members ” means all Members other than the Managing Member.
“ Nonrecourse Deductions ” has the meaning assigned to that term in Treasury Regulations Section 1.704-2(b).
“ Officer ” shall have the meaning set forth in Section  5.4.
 
8

“ Ownership Percentage ” means, at any time, with respect to each Member, the number of Units held by such Member at such time divided by the total number of Units issued at such time.
“ Person ” means any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company or other legal entity or organization.
“ Pre-Emptive Rights Exercise Period ” shall have the meaning set forth in Section 7.2(c) .
“ Purchase Agreement ” shall have the meaning set forth in the recitals to this Agreement.
“ Regulatory Allocations ” shall have the meaning set forth in Section 8.2(g) .
“ Remaining Interests ” shall have the meaning set forth in the recitals to this Agreement.
“ Representatives ” shall have the meaning set forth in Section 4.6(a) .
“ Second Amended and Restated Agreement ” shall have the meaning set forth in the recitals to this Agreement.
“ Securities Act ” means the Securities Act of 1933, as amended from time to time.
“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership or other legal entity of which such Person (either alone or through or together with any other Subsidiary) (a) owns, directly or indirectly, fifty percent (50%) or more of the stock, limited liability company interests, partnership interests or other equity interests which are generally entitled to vote for the election of the directors, managers or other governing body of such corporation, limited liability company, partnership or other legal entity or (b) possesses, directly or indirectly, control over the direction of management or policies of such corporation, limited liability company, partnership or other legal entity (whether through ownership of voting securities, by agreement or otherwise).
“ Tax-Authority Notice ” shall have the meaning set forth in Section 10.2(b) .
“ Tax Matters Representative ” shall have the meaning set forth in Section 10.2(b) .
“ Third Amended and Restated Agreement ” shall have the meaning set forth in the recitals to this Agreement.
“ Third Coast Midstream ” shall have the meaning set forth in the recitals to this Agreement.
“ Third-Party Purchaser ” means a Person who, in a bona fide, arms-length transaction, purchases or acquires one or more Units in exchange for valuable consideration and is not, immediately prior to any proposed Transfer, (a) a Member, (b) an Affiliate of a Member or (c) the collateral agent for the secured parties under any Financing Agreement Transaction Documents who is receiving a Transfer of Units pursuant to Section  12.2(b).
“ Transfer ” means a sale, pledge, assignment, hypothecation, transfer or disposition, or the act of so doing, as the context requires.
 
9

“ Transferred Interests ” shall have the meaning set forth in the recitals to this Agreement.
“ Treasury Regulations ” means the Regulations of the Treasury Department of the United States issued pursuant to the Code.
“ Units ” shall have the meaning set forth in Section 7.1.
ARTICLE II.
FORMATION OF THE COMPANY
Section 2.1 Formation . On August 20, 2009, the Certificate was filed in the office of the Secretary of State of the State of Delaware in accordance with the Delaware Act. Effective as of the date and time of such filing, the Company has been formed as a limited liability company under the Delaware Act.
Section 2.2 Company Name . The name of the Company is Third Coast Midstream Holdings, LLC. The business of the Company may be conducted under such other names as the Managing Member may from time to time designate; provided , that the Company complies with all relevant state laws relating to the use of fictitious and assumed names.
Section 2.3 Term of Company . The Company’s existence commenced upon the filing of the Certificate in the office of the Secretary of State of the State of Delaware, and the Company’s existence shall continue unless and until dissolved as provided in Article XIII .
Section 2.4 Registered Agent and Office . The Company’s registered agent and office in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801. The Managing Member may designate another registered agent and/or registered office from time to time in accordance with the then-applicable provisions of the Delaware Act and any other applicable laws.
Section 2.5 Principal Place of Business . The principal place of business of the Company shall be located at c/o ArcLight Capital Partners, LLC, 200 Clarendon Street, 55th Floor, Boston, Massachusetts 02116. The location of the Company’s principal place of business may be changed by the Managing Member from time to time in accordance with the then-applicable provisions of the Delaware Act and any other applicable laws.
Section 2.6 Fiscal Year Taxable Year . The fiscal year of the Company for financial accounting purposes shall end on December 31. The taxable year of the Company for U.S. federal, state and local income tax purposes shall end on December 31 or such other date as may be required by the Code.
ARTICLE III.
PURPOSE AND POWERS OF THE COMPANY
Section 3.1 Purpose . The purposes of the Company are (a) the ownership, operation, management, financing, acquisition and divestiture of natural gas gathering, conditioning, processing and transportation assets and other midstream properties and (b) any other business or activity that may be lawfully conducted by a limited liability company organized under the Delaware Act. Any or all of the foregoing activities may be conducted, subject to the terms of this Agreement, directly by the Company or indirectly through another Person.
 
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Section 3.2 Powers of the Company . The Company shall have the power and authority to take any and all actions that are necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 3.1 .
Section 3.3 Certain Tax Matters . The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state and local income tax purposes, and each Member shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment unless otherwise required by applicable law. The Company shall not elect, and the Managing Member shall not permit the Company to elect, to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations Section 301.7701-3 or under any corresponding provision of state or local law, and the Company and the Managing Member shall not permit the registration or listing of interests in the Company on an “established securities market” or a “secondary market” or the substantial equivalent thereof, as such terms are used in Treasury Regulations Section 1.7704-1.
ARTICLE IV.
MEMBERS
Section 4.1 Powers of Members . The Members shall have the power to exercise any and all rights and powers granted to the Members pursuant to the express terms of this Agreement. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company, and the Non-Managing Members shall have no right to reject, overturn, override, veto or otherwise approve or pass judgment upon any action taken by the Managing Member or an authorized officer of the Company, unless and then only to the extent that (a) this Agreement shall expressly provide therefor, (b) such approval or consent shall be required by non-waivable provisions of the Delaware Act or (c) the Managing Member shall have determined in its sole discretion that obtaining such approval or consent would be appropriate or desirable. The Non-Managing Members, in their respective capacities as Members, shall have no power to bind the Company.
Section 4.2 Voting and Economic Rights of Members . Each Member will have voting rights with respect to the number of Units owned by such Member as provided in Section 4.3(d) and shall have the rights with respect to profits and losses of the Company and distributions from the Company as are set forth herein.
 
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Section 4.3 Meetings of Members .
(a) Meetings; Notice of Meetings . Meetings of the Members shall be held on a semi-annual basis on a date and at a time designated by the Managing Member. Additionally, special meetings of the Members may be called by the Managing Member from time to time by delivering written notice of such meeting. Notice of any meeting of the Members shall be given to all Non-Managing Members not less than five nor more than 30 Business Days prior to the date of such meeting and shall state the location, date and hour of the meeting and, with respect to any special meetings of the Members, the nature of the business to be transacted. Meetings shall be held at the location (within or without the State of Delaware) at the date and hour set forth in the notice of the meeting.
(b) Waiver of Notice . No notice of any meeting of Members need be given to any Member who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Members need be specified in a written waiver of notice. The attendance of any Member at a meeting of Members shall constitute a waiver of notice of such meeting, except when the Member attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.
(c) Quorum . Except as otherwise required by applicable law or by the Certificate, the presence in person or by proxy of the owners of record of a Majority-in-Interest shall constitute a quorum for the transaction of business at a meeting of Members.
(d) Voting . If the Managing Member has fixed a record date, every Member shall be entitled to such number of votes as is equal to the Ownership Percentage of such Member at the close of business on such record date. If no record date has been so fixed, then every Member shall be entitled to such number of votes as is equal to the Ownership Percentage of such Member on the close of business on the day preceding the day on which notice of the meeting is given or the first consent in respect of the applicable action is executed and delivered to the Company, or, if notice is waived, at the close of business on the day preceding the day on which the meeting is held. Except as otherwise required by applicable law or the Certificate, the vote of a Majority-in-Interest at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.
(e) Proxies . Each Member may authorize any Person to act for such Member by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or such Member’s attorney-in-fact. No proxy shall be valid after the expiration of three years from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it unless otherwise provided in such proxy; provided , that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy prior to such revocation.
(f) Organization . Each meeting of Members shall be conducted by such Person as the Managing Member may designate.
 
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(g) Electronic Communications (Members) . Members may participate in any meeting of the Members by means of conference telephone or similar communications equipment over which all persons participating in the meeting can hear each other, and such participation in a meeting shall be deemed to constitute presence in person at the meeting.
(h) Action without a Meeting (Members) . Unless otherwise provided in this Agreement, any action that may be taken at any meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the number of Members necessary to take such action in accordance with the terms of this Agreement. A copy of the action taken by written consent shall be filed with the records of the Company.
Section 4.4 Business Transactions of a Member with the Company .
(a) Generally . A Member (or an Affiliate thereof) may lend money to, borrow money from, act as surety or endorser for, guarantee or assume one or more specific obligations of, provide collateral for or transact any other business with the Company or any of its Subsidiaries.
(b) Provision of Credit Support to Benefit Company . To the extent the Managing Member determines that it is necessary or desirable for the Company to post letters of credit or to provide guaranties or other forms of credit support as security for contingent obligations to third parties arising under any debt financing, swap, cap, floor, collar or other hedging arrangements or similar financial transactions or in order to secure the performance of the Company or any of its Subsidiaries under any contract (collectively, “ Company Credit Support ”), then the Managing Member may post or provide any Company Credit Support on behalf or for the benefit of the Company. In the event that the Managing Member provides such Company Credit Support, the Company shall pay to the Managing Member on the last day of each calendar quarter, a fee in an amount equal to 12.99% per annum on the maximum undrawn amount of each item of Company Credit Support during such quarter. Subject to the last sentence of this Section 4.4(b) , the Members shall be deemed to have made an Additional Capital Contribution for all purposes under this Agreement, including the crediting of amounts to Capital Accounts, on a pro rata basis in accordance with their respective Ownership Percentages in the event that any Company Credit Support posted, provided or otherwise procured by the Managing Member pursuant to this Section 4.4(b) is drawn. Each Non-Managing Member hereby agrees to pay the Managing Member an amount equal to such Non-Managing Member’s pro rata share of any Additional Capital Contribution deemed made pursuant to this Section 4.4(b) promptly following the making of such Additional Capital Contribution. If any such Non-Managing Member fails to repay the Managing Member such Non-Managing Member’s pro rata share of any Additional Capital Contribution deemed made pursuant to this Section 4.4(b) within ten (10) Business Days following notification to such Non-Managing Member by the Managing Member of the making of such deemed Additional Capital Contribution (the Non-Managing Member failing to make such repayment, the “ Credit Support Non-Contributing Member ”), the Members and the Company shall treat the Credit Support Non-Contributing Member’s deemed Additional Capital Contribution not as an Additional Capital Contribution by such Credit Support Non-Contributing Member in exchange for the issuance of Units but instead as an Additional Capital Contribution by the Managing Member on the date deemed made for all purposes under this Agreement, including the crediting of amounts to Capital Accounts.
 
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(c) Advances by Managing Member .
(i) If the Company requires additional funds for the business or operations of the Company or any of its Subsidiaries and, subject to this Section 4.4(c)(i) , the Managing Member determines (A) that a Member Loan is necessary or advisable to advance such required funds to the Company and (B) the amount of the funds required, then the Managing Member may (but shall have no obligation to) advance the required funds, each of which advance shall (w) constitute a loan from the Managing Member to the Company, (x) bear interest at a rate of 12.99% per annum, (y) not be deemed to be a Capital Contribution by the Managing Member to the Company and (z) not be convertible into Units (each such loan, a “ Member Loan ”); provided , that promptly after the funding of such Member Loan, the Managing Member shall offer to each Non-Managing Member the right to purchase, at par value, such Non-Managing Member’s Ownership Percentage of such Member Loan.
(ii) Repayments of Member Loans shall be made: (A) first, on a pro rata basis to pay accrued interest to the date of such payment on all outstanding Member Loans and (B) second, on a pro rata basis to pay principal due and payable on all outstanding Member Loans. For the avoidance of doubt, any Member Loan shall be a contractual obligation of the Company and amounts payable to the Managing Member thereunder shall reduce Distributable Amounts in accordance with the definition thereof.
Section 4.5 No Cessation of Membership upon Bankruptcy . A Person shall not cease to be a Member of the Company upon the happening, with respect to such Person, of any of the events specified in Section 18-304 of the Delaware Act.
Section 4.6 Confidentiality .
(a) Each Member shall maintain, and shall cause its Affiliates (other than the Company and its Subsidiaries in respect of Confidential Information of such Persons) to maintain, the confidentiality of all Confidential Information with respect to the Company, the other Members and their respective Affiliates, and the business and assets of the Company; provided, however , that any Member may disclose such Confidential Information (i) in any judicial or alternative dispute resolution proceeding to resolve disputes between the Company and any Member arising hereunder; (ii) to the extent disclosure is legally required under applicable laws (including applicable securities and tax laws) or any agreement to which the Company is a party or by which it is bound so long as prior to making any legally-required disclosures in any judicial, regulatory or dispute resolution proceeding, that Member shall, if so advised by counsel, seek a protective order or other relief to prevent or reduce the scope of such disclosure; (iii) to the Company’s then-existing or potential lenders (and any trustee or agent acting on such lenders’ behalf), investors, joint interest owners, purchasers or other parties with whom the Company may enter into contractual relationships, so long as such Third Parties agree to maintain the confidentiality of the Confidential Information so disclosed; (iv) to such Member’s and its Affiliates’ respective equity holders, managers, officers, directors, trustees, lenders, partners, employees, agents, accountants, representatives and professional consultants (“ Representatives ”) on a need-to-know-basis (which may include providing reports to such Member’s equity holders or Affiliates in the ordinary course of business) so long as such Representatives agree to maintain the confidentiality of the Confidential Information so disclosed; or (v) if authorized by the Managing Member.
 
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(b) The provisions of this Section 4.6 shall survive the termination of the Company.
(c) For purposes of this Section 4.6 , “ Confidential Information ” shall mean any and all confidential and proprietary information and trade secrets of the Company or the Members or their respective Affiliates, including (i) any financial, commercial, technical or other information; (ii) any information pertaining to the business, affairs and strategies of the Company, the Members or their respective Affiliates; (iii) any information or knowledge pertaining to any existing projects or projects in development; (iv) the identity of and any information pertaining to any person or entity with which the Company, the Members or their respective Affiliates have a business relationship or prospective business relationship; (v) the terms, conditions and prices of any contract between the Company and any other party; (vi) information pertaining to employees, contractors and the industry not generally known to the public; (vii) books, records, concepts, products, formulae, specifications, designs, processes, inventions, discoveries, technologies, trademarks, patents and know-how; and (viii) the terms and provisions of this Agreement.
(d) With respect to each Member, the restrictions set forth in this Section 4.6 shall not apply to information that (i) is, or after the date of this Agreement, becomes generally available to the public, other than through the wrongful act of any Person, (ii) after the date of this Agreement, is communicated to such Member in a non-confidential manner by a third party without any breach of this Section 4.6 or breach of any confidentiality obligations of such third party to the Company or (iii) was or is already in the possession of such Member at the time of its disclosure by the Company but only if such Member came into possession of such information through means other than that which would constitute a breach of this Section 4.6 or a breach of the confidentiality obligations of any third party to the Company disclosing such information.
Section 4.7 Other Business for Members . Any Member or Affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with or on behalf of others, similar or dissimilar to the business of the Company or any of its Subsidiaries, and the Company and the Members shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company or any of its Subsidiaries, shall not be deemed wrongful or improper. No Member nor its respective Affiliates will be obligated to present any particular investment opportunity to the Company, even if such opportunity is of a character that, if presented to the Company, could be taken by the Company or any of its Subsidiaries. Furthermore, each Member and each of its respective Affiliates shall have the right to take for such Person’s own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity without liability to the Company or any other Member.
Section 4.8 Financing . The Non-Managing Members recognize that the Managing Member may create, incur, assume or materially modify the terms of any indebtedness of the Company pursuant to any Financing Agreement Transaction Documents, and each Non-Managing Member hereby agrees to cooperate with the reasonable requests of the Managing Member in connection therewith.
 
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ARTICLE V.
MANAGEMENT
Section 5.1 Managing Member . The business and affairs of the Company shall be managed by or under the direction of the Managing Member. The Managing Member shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company and its Subsidiaries, to make all decisions affecting the business and affairs of the Company and its Subsidiaries and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein, including to take any of the following actions with respect to the Company or its Subsidiaries (including by the exercise of any management, voting or approval rights associated with equity interests held by the Company in Third Coast Midstream):
(a) enter into any consolidation, conversion, merger or other business combination;
(b) enter into, assume, amend, materially modify or terminate any contract, agreement or undertaking for the financing, operation or ownership of the assets of the Company or any of its Subsidiaries;
(c) acquire, hold and dispose of assets;
(d) amend or modify the organizational documents of any Subsidiary;
(e) create, incur, assume, amend or materially modify the terms of any indebtedness of the Company or any of its Subsidiaries;
(f) mortgage or encumber assets of the Company or any of its Subsidiaries;
(g) appoint, remove and replace officers or directors of the Company or any of its Subsidiaries;
(h) declare and make distributions as contemplated herein;
(i) authorize and issue Units or other equity interests in the Company or any of its Subsidiaries; and
(j) exercise all powers of the Company set forth in Section 3.2 .
Section 5.2 Compensation of Managing Member . The Managing Member shall be reimbursed for all of the expenses it reasonably incurs in connection with its service as the Managing Member.
Section 5.3 Managing Member as “Manager ”. The Managing Member is hereby designated as a “manager” (within the meaning of the Delaware Act) of the Company.
 
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Section 5.4 Officers . The Managing Member may appoint, from time to time, officers and agents to act for the Company (each, an “ Officer ”) with such titles (including President, Vice President, Secretary and Treasurer), if any, as the Managing Member deems appropriate and delegate to the Officers such powers and authority as the Managing Member may determine in its sole discretion. Any delegation pursuant to this Section 5.4 may be revoked at any time by the Managing Member. Any Officer may be removed with or without cause by the Managing Member, except as otherwise provided in any services or employment agreement between such Officer and the Company or any Subsidiary of the Company that employs such individual (as an employee, consultant or otherwise). The Officers of the Company as of the Effective Date are as set forth on Exhibit B attached hereto and shall have such responsibilities as expressly delegated herein to Officers.
ARTICLE VI.
REPRESENTATIONS AND WARRANTIES
Section 6.1 Representations and Warranties of the Members . Each Member hereby represents and warrants to each other Member as follows:
(a) Existence . For each Member that is not a natural person, such Member is duly and validly formed, is existing and in good standing under the laws of the state of its formation and has all requisite power and authority to enter into and perform its obligations under this Agreement. Such Member is duly qualified or licensed to do business in each jurisdiction where the failure to duly qualify or become licensed would adversely affect such Member’s ability to perform its obligations under this Agreement.
(b) Authorization . For each Member that is not a natural person, the execution, delivery and performance by such Member of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Member, no other action on the part of such Member or its shareholders or members, if any, being necessary. For each Member that is a natural person, such Member has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
(c) Enforceability . This Agreement constitutes the legal, valid and binding obligations of such Member enforceable against such Member in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the rights of creditors generally, or by general equitable principles.
(d) Consents and Approvals . No consent or approval by, filing with or notice to any Person is required on the part of such Member for the valid execution and delivery of this Agreement and the performance of its obligations hereunder.
(e) No Violation . Such Member’s execution and delivery of this Agreement and performance of its obligations hereunder do not and will not (i) with respect to each Member that is not a natural person, violate or conflict with the organizational documents of such Member; (ii) violate or conflict with any law, regulation or order of any court or other Governmental
 
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Authority which is binding on (A) such Member or any Affiliate of such Member or (B) assets of such Member or any Affiliate of such Member; or (iii) violate or result in a default under or result in the termination or acceleration of (with or without the giving of notice, the passage of time or both) any obligation under any contract to which such Member or any Affiliate of such Member is party or by which any such Person or any such Person’s assets are bound.
(f) Investment Purpose . Such Member is acquiring Units (i) for such Member’s own account and not directly or indirectly for the account of any other Person and (ii) for investment and not with a view to their sale or distribution. Such Member understands that the Units have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. Such Member understands that no public market now exists for the Units and that it is unlikely that a public market will ever exist for the Units. Such Member understands that his, her or its investment in the Company represented by Units is highly speculative in nature and is subject to a high degree of risk of loss, in whole or in part.
(g) Experience and Accredited Investor .
(i) Such Member (A) is an experienced and sophisticated investor, (B) either (x) has such knowledge, experience and skill with securities and in financial and business matters as are necessary to evaluate the merits and risks of his, her or its investment in the Company and involvement in the Company’s business and to protect his, her or its own interest in connection with the acquisition of his, her or its portion of the Units or (y) has a pre-existing relationship with the Managing Member or one or more Officers consisting of personal or business contacts of a nature and duration which enable such Member to be aware of the character, business acumen and general business and financial circumstances of the Company, the Managing Member or the Officer with whom such relationship exists and (C) is capable of bearing the economic risk of his, her or its investment in the Company and involvement in the Company’s business.
(ii) Such Member is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D under the Securities Act, or the issuance of Units to such Member is otherwise exempt from registration requirements under the Securities Act or applicable state blue sky or similar securities laws.
(h) Investigation and Diligence . Each Member has conducted his, her or its own independent investigation, examination and analysis of the prospects of the Company, including its business, operations, assets, liabilities and financial condition, and the terms and conditions of the transactions contemplated by this Agreement and acknowledges that such Member has been provided access to personnel, information and records as he, she or it deems necessary in connection with such investigation, examination and analysis and to otherwise make a fully-informed decision as to investment in the Company and involvement in the Company’s business. Such Member accepts the Units and his, her or its rights and obligations as a Member based upon his, her or its own investigation, examination and analysis with respect thereto as to all matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to any other Member or the Company, all except as expressly set forth herein.
 
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Section 6.2 LIMITATION OF WARRANTIES . EACH MEMBER AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VI , NO MEMBER MAKES ANY REPRESENTATION OR WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AT EQUITY, COMMON LAW, BY STATUTE OR OTHERWISE. EACH MEMBER EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AT EQUITY, COMMON LAW, BY STATUTE OR OTHERWISE, OTHER THAN THOSE SET FORTH IN THIS ARTICLE VI .
ARTICLE VII.
CAPITAL
Section 7.1 Units . The Company shall have one class of Units, which shall be uncertificated and denominated and referred to herein as “ Units ”. Each Unit shall (a) give the Member who is the owner thereof the right to receive distributions (liquidating or otherwise) in accordance with Section  9.1 and as otherwise specified herein, (b) give the Member who is the owner thereof the voting and other rights with respect to such Unit as specified herein, (c) have a designated value equal to the Additional Membership Unit Price (or in the case of a fractional Unit, a value proportional to such amount) and (d) be issued for Capital Contributions.
Section 7.2 Issuance of Units .
(a) As of the Effective Date, the limited liability company interests of the Company previously held by each Member shall be deemed exchanged for the limited liability company interests of the Company as set forth next to such Member’s name on Exhibit A attached hereto.
(b) From time to time after the Effective Date, the Company is authorized to, and shall, accept Additional Capital Contributions made in accordance with this Agreement in exchange for the issuance of Units as provided herein.
(c) From time to time after the Effective Date, the Company is authorized to issue and sell new Units on the terms provided in Section 7.1 , Section 7.5 and such other terms and in such amounts as the Managing Member may determine. Each Member shall have the right to purchase its pro rata share in proportion to its Ownership Percentage of new Units to be issued and sold in accordance with this Section 7.2(c) . In the event the Company proposes to issue and sell new Units in accordance with this Section 7.2(c) , it shall provide written notice to each Member, and each Member shall have 30 calendar days after receipt of such notice (such period, the “ Pre-Emptive Rights Exercise Period ”) to exercise its right to purchase its pro rata share of such new Units; provided, however , that the Managing Member may elect to purchase all such new Units immediately following its receipt of such notice from the Company. In the event the Managing Member purchases all such new Units in accordance with the preceding sentence, each Non-Managing Member shall have the right, during the Pre-Emptive Rights Exercise Period, to purchase its pro rata share of such new Units from the Managing Member, at the same price as the
 
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Managing Member paid for such new Units, upon at least 10 Business Days’ prior written notice to the Managing Member, and such purchase shall not be deemed a “Transfer” hereunder and shall be treated for all purposes as if the relevant Non-Managing Member purchased the relevant Units from the Company in an exercise of its preemptive rights pursuant to this Section 7.2(c) . Any higher valuation or other forms of promote raised from a sale of new Units to a Third-Party Purchaser shall be for the benefit of each Member in proportion to its Ownership Percentage immediately prior to the issuance and sale of new Units to such Third-Party Purchaser.
(d) Exhibit A sets forth the Units owned by each Member as of the Effective Date and shall be revised by the Officers as necessary to reflect changes and adjustments resulting from the issuance, redemption or any Transfer of Units made in accordance with the terms of this Agreement; provided , that a failure to reflect any such issuance, redemption or any Transfer on Exhibit A shall not prevent any such issuance, redemption or any Transfer from being effective.
Section 7.3 Capital Accounts . A capital account (“ Capital Account ”) shall be established for each Member and shall be maintained as provided in this Article VII and Article VIII . No later than 60 days after the end of each calendar quarter, the Officers shall prepare a statement of the Capital Account balances of the Members as of the end of such calendar quarter.
Section 7.4 Capital Account Adjustments . As of the end of each Accounting Period, the balance in each Member’s Capital Account shall be adjusted by (a) increasing such balance by such Member’s (i) allocable share of Net Profit (allocated in accordance with Article VIII ) or other income and gain allocated in accordance with this Agreement, (ii) the amount of cash and the Gross Asset Value of any property (as of the date of the contribution thereof and net of any liabilities encumbering such property) contributed to the Company during such Accounting Period, if any, and (iii) the net amount of any Company liabilities that are assumed by such Member or that are secured by any Company assets distributed to such Member and (b) decreasing such balance by (i) the amount of cash and the Gross Asset Value of any property (as of the date of the distribution thereof and net of any liabilities encumbering such property) distributed to such Member during such Accounting Period, (ii) such Member’s allocable share of Net Loss (allocated in accordance with Article VIII ) or other loss and deduction allocated in accordance with this Agreement and (iii) the net amount of any liabilities of such Member that are assumed by the Company or that are secured by any property contributed by such Member to the Company. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In addition, the Capital Accounts shall be increased or decreased upon a revaluation of Company property pursuant to clause (b) of the definition of Gross Asset Value in the manner prescribed in Treasury Regulations Section 1.704-1(b)(2)(iv)(f). In determining the amount of any liability for purposes of this Section  7.4 , there shall be taken into account Section 752 of the Code and any other applicable provisions of the Code and the Treasury Regulations. Notwithstanding any provision to the contrary in this Agreement, income and gain of the Company, loss and deductions of the Company, and all other items attributable to any Units Transferred for the Accounting Period in which such Units are Transferred will be divided and allocated between (or among) the affected Persons by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by law and approved by the Managing Member and the parties to such Transfer.
 
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Section 7.5 Additional Capital Contributions .
(a) Generally . No Member shall be required to make any Additional Capital Contribution to the Company in respect of the Units then held by such Member except to the extent any Member agrees in writing to fund Additional Capital Contributions. Except as otherwise provided below, Members making Additional Capital Contributions under this Section 7.5 shall receive in respect thereof a number of Units determined by dividing (i) the Additional Capital Contribution being made by such Member by (ii) the Additional Membership Unit Price. Each Unit issued to a Member pursuant to this Section 7.5 will be duly authorized and validly issued in accordance with this Agreement and fully paid (to the extent required by this Agreement) and nonassessable (except as such nonassessability may be affected by matters described in § 18-607 of the Delaware Act).
(b) Contributions in Kind . With the approval of the Managing Member, the Members may make Capital Contributions of property in lieu of cash. The amount of each such Additional Capital Contribution shall be the fair market value of the contributed property as determined by the Managing Member or such other amount as shall be agreed by the Managing Member and the contributing Member.
(c) No Third-Party Beneficiaries . The provisions of this Section 7.5 are intended solely to benefit the Members and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make any Additional Capital Contributions or to cause the Managing Member to consent to the making of Additional Capital Contributions.
Section 7.6 Negative Capital Accounts . Except as required by law, no Member shall be required to make up a negative balance in its Capital Account.
Section 7.7 Assignee Capital Accounts . The original Capital Account established for any Person who acquires Units by virtue of a Transfer in accordance with the terms of this Agreement shall be in the same amount as, and shall replace, the Capital Account of the assignor of such Units. To the extent such Person acquires less than all of the Units of the assignor, the initial Capital Account of such Person shall be in proportion to the Units owned by the assignor immediately before such Transfer, and the Capital Account of the assignor who retains any Units shall be reduced correspondingly.
ARTICLE VIII.
ALLOCATIONS
Section 8.1 Net Profit and Net Loss Allocations . Except as otherwise provided in Section  8.2 , Net Profit or Net Loss, as the case may be, shall be allocated for the Accounting Period in which the Net Profit and Net Loss was recognized as follows: Net Profit and Net Loss (and any items thereof) for any taxable year shall be allocated among the Members in such manner that, as of the end of such taxable year, the sum of (a) the Capital Account of each Member, (b) such Member’s share of Minimum Gain and (c) such Member’s Member Nonrecourse Debt Minimum Gain shall be equal to the respective net amounts which would be distributed to them under this Agreement, determined as if the Company were to (i) liquidate the assets of the Company for an amount equal to their Gross Asset Value and (ii) distribute the proceeds of liquidation pursuant to Section  12.2 .
 
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Section 8.2 Restrictions on Allocations . Notwithstanding anything in this Agreement (including the allocations set forth in Section  8.1 ) to the contrary, the following special allocations shall be made:
(a) Nonrecourse Deductions . Nonrecourse Deductions for any Accounting Period shall be allocated to the Members in the same ratio as other partnership items under Section  8.1 during such Accounting Period.
(b) Member Nonrecourse Deductions . Member Nonrecourse Deductions for any Accounting Period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section  8.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.7042(i) and shall be interpreted consistently therewith.
(c) Company Minimum Gain Chargeback . Notwithstanding any other provision of this Agreement, if there is a net decrease in Minimum Gain during any Accounting Period, each Member shall be allocated items of Company income and gain for such Accounting Period (and, if necessary, subsequent Accounting Periods) in the manner and amounts provided in Treasury Regulations Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 8.2 , each Member’s Capital Account shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article VIII with respect to such Accounting Period. This Section 8.2(c) is intended to comply with the partner minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
(d) Member Nonrecourse Debt Minimum Gain Chargeback . Notwithstanding the other provisions of this Agreement (other than Section  8.2(c) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Accounting Period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such Accounting Period shall be allocated items of Company income and gain for such Accounting Period (and, if necessary, subsequent Accounting Periods) in the manner and amounts provided in Treasury Regulations Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 8.2 , each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article VIII , other than Section 8.2(c) above, with respect to such Accounting Period. This Section  8.2(d) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
 
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(e) Qualified Income Offset . Except as provided in Section 8.2(c) and Section 8.2(d) above, in the event any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 8.2(c) or Section 8.2(d) . This Section 8.2(e) is intended to constitute a qualified income offset described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
(f) Gross Income Allocation . In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any Accounting Period, such Member shall be allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however , that an allocation pursuant to this Section 8.2(f) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 8.2 (other than Section 8.2(e) ) have been tentatively made as if Section 8.2(e) and this Section 8.2(f) were not in this Agreement.
(g) Regulatory Allocations . The allocations set forth in this Section  8.2 (the “ Regulatory Allocations ”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 8.2(g) . Therefore, notwithstanding any other provision of this Article VIII (other than the Regulatory Allocations), but subject to the Code and the Treasury Regulations, the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement. In exercising its discretion under this Section 8.2(g) , the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.
Section 8.3 Income Tax Allocations .
(a) Except as provided in this Section 8.3 , each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under Section 8.1 and Section 8.2 .
(b) In accordance with Code Section 704(c) and applicable Treasury Regulations, income, gain, loss and deduction with respect to any property contributed to the Company (or any predecessor thereto) that has a Gross Asset Value that is different from its adjusted tax basis shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company (or any predecessor thereto) for U.S. federal income tax purposes and the fair market value of such property for U.S. federal income tax purposes at the time of contribution. If the Gross Asset Value
 
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of any Company property is adjusted in accordance with clause (c) or (d) of the definition of Gross Asset Value, then subsequent allocations of income, gain, loss and deduction shall take into account any variation between the adjusted basis of such property for federal income tax purposes and its Gross Asset Value as provided in Code Section 704(c) and the related Treasury Regulations. The allocations described in this Section 8.3 shall be made using any method permitted under Treasury Regulations Section 1.704-3 as determined by the Managing Member.
(c) If any deductions for depreciation or cost recovery are recaptured as ordinary income upon the Transfer of Company assets, the ordinary income character of the gain from such Transfer shall be allocated among the Members in the same ratio as the deductions giving rise to such ordinary character were allocated.
ARTICLE IX.
DISTRIBUTIONS
Section 9.1 Distributions Generally . Distributable Amounts (as hereinafter defined) shall be distributed within 30 Business Days after the end of each calendar quarter or at any other time determined by the Managing Member to the Members pro rata according to their relative Ownership Percentages.
The term “ Distributable Amounts ” means the amount of cash on hand from time to time in excess of amounts required, as reasonably determined by the Managing Member, to pay or provide for payment of existing and projected obligations (including fees and expenses payable under this Agreement or any other contract), capital expenditures, acquisitions and the reasonably anticipated needs of the Company and its Subsidiaries and to provide a reasonable reserve for working capital and contingencies for the next calendar quarter.
Section 9.2 Distributions in Kind . In the event of a distribution of Company property, such property shall for all purposes of this Agreement be deemed to have been sold at its fair market value, as determined by the Managing Member, and the proceeds of such sale shall be deemed to have been distributed to the Members.
Section 9.3 No Withdrawal of Capital . Except as otherwise expressly provided in this Article IX or Article XIII , no Member shall have the right to withdraw capital from the Company or to receive any distribution or return of such Member’s Capital Contributions.
Section 9.4 Withholding . All amounts withheld or paid pursuant to the Code or any provision of any foreign, state or local tax law or treaty with respect to any payment, distribution or allocation to the Company, its Subsidiaries or the Members (including any Company Level Taxes or similar taxes paid by a Subsidiary of the Company with respect to items of income, gain, loss, deduction or credit allocable or attributable to the Members) shall be treated as amounts distributed to the Members pursuant to this Article IX for all purposes of this Agreement. The Managing Member is authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, foreign, state or local government any amounts required to be so withheld or paid pursuant to the Code or any provision of any other federal, foreign, state or local law or treaty and shall allocate the burden of such amounts to those Members with respect to which such amounts are specifically attributable, as determined by the Managing
 
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Member. Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, and the Tax Matters Representative from and against any liability (including any liability for Company Level Taxes or similar taxes paid by a Subsidiary of the Company) with respect to income attributable to, or distributions or other payments to, such Member. Notwithstanding any other provision of this Agreement, (a) any Person who ceases to be a Member shall be treated as a Member for purposes of this Section 9.4 and (b) the obligations of a Member pursuant to this Section 9.4 shall survive indefinitely with respect to any taxes withheld or paid by the Company or a Subsidiary of the Company that relate to the period during which such Person was actually a Member, regardless of whether such taxes are assessed, withheld or otherwise paid during such period. Any determinations made by the Managing Member pursuant to this Section  9.4 shall be binding upon the Members.
Section 9.5 Restricted Distributions . Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of its Units in the Company if that distribution would violate Section 18-607 of the Delaware Act or other applicable law or any Financing Agreement Transaction Documents.
ARTICLE X.
BOOKS AND RECORDS
Section 10.1 Books, Records and Financial Statements . At all times during the continuance of the Company, the Company shall maintain, at its principal place of business, separate books of account for the Company that shall show a true and accurate record in accordance with GAAP of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the operation of the Company’s business. Such books of account, together with a copy of this Agreement and the Certificate, shall at all times be maintained at the principal place of business of the Company. The Company shall timely deliver to the Members any budgets, financial statements or other material reports of Third Coast Midstream that are delivered to the Company by Third Coast Midstream. Although Exhibit B lists the Officers of the Company as of the Effective Date and Exhibit A lists the Members and their respective Units as of the Effective Date, the Company will maintain and keep current the official books and records of the Company, which will include the aforementioned information along with the Members’ Capital Contributions and Capital Account balances, after the Effective Date.
Section 10.2 Certain Tax Matters .
(a) The Company shall prepare, or cause to be prepared, at the expense of the Company, for each Accounting Period (or part thereof), and shall timely file, all Company tax returns and shall timely file all other writings required by any Governmental Authority having jurisdiction to require such filing. Each Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed. Within 120 days after the end of each taxable year, the Company shall send to each Person that was a Member at any time during such year copies of Internal Revenue Service Schedule K-1 (Form 1065), “Partner’s Share of Income, Deductions, Credits, etc.,” or any successor schedule or form, with respect to such Person, together with such additional information as may be necessary for such Person to file his, her or its U.S. federal income tax returns; provided , however , that upon the request of any Member or former Member, the Company shall, by no later than 15 days after the end of the taxable year, furnish to such Member a good faith estimate of the amounts anticipated to be reflected on such Schedule K-1.
 
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(b) The Managing Member (or its designee) shall be (i) the “tax matters partner” of the Company, within the meaning of Section 6231(a)(7) of the Code and any Treasury Regulations issued thereunder, (ii) the “partnership representative” within the meaning of Section 6223(a) of the Code and any Treasury Regulations issued thereunder, and (iii) any similar role or capacity under relevant state or local law (the “ Tax Matters Representative ”), unless the Code or the Treasury Regulations (or applicable state or local law) issued thereunder require another Person to be the Tax Matters Representative. The expenses, if any, that the Tax Matters Representative incurs in fulfilling its covenants pursuant to this Section 10.2 shall be expenses of the Company. The Tax Matters Representative will, within 10 days after the receipt of any notice regarding an audit or tax examination of the Company or any Subsidiary of the Company or any request for material information regarding the Company or any Subsidiary of the Company by United States federal, state, local or other tax authorities (“ Tax-Authority Notice ”), forward to each Member a photocopy of such Tax-Authority Notice and any material correspondence relating to the Company received from the relevant tax authority. The Tax Matters Representative will, within 10 days thereof, advise each Member in writing of the substance of any conversation affecting the Company held with any representative of the relevant tax authority. The Tax Matters Representative is authorized to take such actions and to execute and file all statements and forms on behalf of the Company that are permitted or required by the applicable provisions of the Bipartisan Budget Act (including a “push-out” election under Section 6226 of the Code or any analogous election under state or local tax law). Each Member agrees to cooperate with the Tax Matters Representative and to do or refrain from doing any or all things requested by the Tax Matters Representative (including paying any and all resulting taxes, additions to tax, penalties and interest in a timely fashion) in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. No Member shall have any claim against the Tax Matters Representative for any actions taken (or any failures to take action) by the Tax Matters Representative pursuant to this Section 10.2(b) .
(c) In the sole discretion of the Managing Member, the Company may make any tax election it deems appropriate, including the following U.S. federal income tax elections:
(i) to adopt the calendar year as the Company’s fiscal year, if permitted under the Code;
(ii) to adopt the accrual method of accounting;
(iii) to elect to amortize the organizational expenses of the Company as permitted by Code Section 709(b);
(iv) to adjust the basis of Company properties pursuant to Section 754 of the Code; and
 
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(v) any other election the Managing Member may deem appropriate and in the best interests of the Members.
(d) Miscellaneous Tax Matters .
(i) In the event state, local or foreign income taxes become applicable, any references to federal income taxes or to “income taxes” contained herein shall refer to federal, state, local and foreign income taxes. References to the Code or Treasury Regulations promulgated thereunder shall be deemed to refer to corresponding provisions that may become applicable under state, local or foreign income tax statutes and regulations.
(ii) For purposes of determining the Net Profit, Net Loss or any other items allocable to any period, Net Profit, Net Loss and any such other items shall be determined on a daily, monthly or other basis, as determined by the Managing Member using any method that is permissible under Section 706 of the Code and the Treasury Regulations thereunder.
(iii) The Members are aware of the income tax consequences of the allocations made by this Agreement and hereby agree to be bound by the provisions of this Agreement in reporting their shares of Company income and loss for income tax purposes.
(iv) Allocations made by the Company in reliance upon the advice of the Company’s accountants shall be deemed to be made pursuant to any fiduciary obligation to the Company and the Members.
(v) If any Member makes a loan to the Company, or the Company makes a loan to any Member, and interest in excess of the amount actually payable is imputed under Code Sections 7872, 483, or 1271 through 1288 or corresponding provisions of subsequent federal income tax law, then any item of income or expense attributable to any such imputed interest shall be allocated solely to the Member who made or received the loan and shall be credited or charged to its Capital Account, as appropriate.
ARTICLE XI.
LIABILITY, EXCULPATION AND INDEMNIFICATION
Section 11.1 Liability . Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.
Section 11.2 Exculpation . No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith and reasonably believed to be in, or not opposed to, the best interests of the Company, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.
 
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Section 11.3 Fiduciary Duty . Any duties (including fiduciary duties) of a Covered Person to the Company or to any other Covered Person that would otherwise apply at law or in equity are hereby eliminated to the fullest extent permitted under the Delaware Act and any other applicable law; provided , that (a) the foregoing shall not eliminate the obligation of each Covered Person to act in compliance with the express terms of this Agreement and (b) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. A Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, each of the Members hereby acknowledges and agrees that the Managing Member, in determining whether or not to make any particular decision for which the Managing Member’s consent is required, may act in and consider the best interests of itself and its Affiliates and shall not be required to act in or consider the best interests of the Company, any of its Subsidiaries or the other Members.
Section 11.4 Indemnification . To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith and reasonably believed to be in, or not opposed to, the best interests of the Company. THIS INDEMNITY SHALL APPLY TO MATTERS THAT ARISE OUT OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF ANY SUCH COVERED PERSON; PROVIDED, HOWEVER , that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement with respect to such acts or omissions. Any indemnity under this Section 11.4 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof.
Section 11.5 Expenses . To the fullest extent permitted by applicable law, expenses (including reasonable attorneys’ fees, disbursements, fines and amounts paid in settlement) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding relating to or arising out of its performance of its duties on behalf of the Company shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified as authorized in Section 11.4 .
Section 11.6 Nonexclusivity; Severability . The exculpation and indemnification provisions set forth in this Agreement shall not be deemed to be exclusive and shall be in addition to any such rights provided by contract, agreement or organizational document of any Subsidiary to which any Covered Person may be entitled. To the fullest extent permitted by applicable law, if any portion of this Article XI shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify the Managing Member and each Officer, as applicable, and may indemnify each employee or agent, as applicable, of the Company as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Article XI that shall not have been invalidated.
 
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ARTICLE XII.
TRANSFERS OF UNITS
Section 12.1 Restrictions on Transfers of Units .
(a) Generally . Except pursuant to the procedures described in this Article XII , a Member shall not, in any transaction or series of transactions, directly or indirectly, Transfer all or any of its Units. Any attempt by a Member to Transfer, directly or indirectly, all or any of its Units in violation of this Agreement shall be void ab initio and will not be an effective Transfer of such Units.
(b) No Indirect Transfer . Without limiting the generality of the foregoing, the stock, limited liability company interests, partnership interests or other equity securities of any Non-Managing Member may not be Transferred by the holders thereof, and there shall be no change of Control of any Non-Managing Member, in each case without written approval of the Managing Member, which approval may be withheld or conditioned (including upon modification of the terms of any Units) in its sole discretion.
Section 12.2 Permitted Transfers . Notwithstanding the foregoing restrictions on Transfers:
(a) The Managing Member may Transfer, without being subject to Section  12.3 (other than clause (c)(iii) thereof), all or any of its Units to an Affiliate at any time;
(b) any Member may Transfer, without being subject to Section 12.3 (other than clause (c)(iii) thereof), all or any of its Units pursuant to a pledge or security agreement in favor of the collateral agent for the secured parties under any Financing Agreement Transaction Documents; and
(c) any Non-Managing Member may Transfer, without being subject to Section  12.3 (other than clause (c)(iii) thereof), all or any of its Units with the prior written approval of the Managing Member, which approval may be withheld or conditioned (including upon modification of the terms of any Units) in its sole discretion.
 
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Section 12.3 Overriding Provisions .
(a) The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance.
(b) Except as provided in Section 12.2 , all Transfers permitted under this Article XII are subject to this Section 12.3 , Section 12.4 and Section 12.5 .
(c) Any proposed Transfer by a Member pursuant to the terms of this Article XII shall, in addition to meeting applicable requirements of this Agreement, satisfy the following conditions:
(i) the Transfer will not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations Section 1.7704-1, and, at the request of the Managing Member, the transferor and the transferee will have each provided the Company a certificate to such effect;
(ii) the proposed Transfer will not result in the Company having more than 100 Members, within the meaning of Treasury Regulations Section 1.77041(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.77041(h)(3)) or otherwise cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code; and
(iii) the proposed Transfer will be made in accordance with all applicable laws and regulations, all necessary governmental consents shall have been obtained and requirements satisfied, including compliance with U.S. federal and state securities laws, and the Transfer will not cause the Company to breach or violate any applicable law or the terms and conditions of any Financing Agreement Transaction Documents.
The Managing Member may request an opinion of legal counsel or other evidence reasonably satisfactory to the Managing Member with respect to any of the foregoing provisions of this Section  12.3 or any other matters that the Managing Member reasonably deems appropriate in respect of any such proposed Transfer. The Managing Member may waive any of the foregoing provisions except as otherwise required by applicable law.
(d) The Members’ Capital Account balances shall promptly be amended to reflect any permitted transfers of Units pursuant to this Article XII in the manner set forth in Section  7.7 .
Section 12.4 Release of Liability . In the event that any Member Transfers all of such Member’s Units in the Company in compliance with the provisions of this Agreement, without retaining any interest therein, directly or indirectly, then the transferor shall, to the fullest extent permitted by applicable law, be relieved of any further liability arising hereunder for events occurring from and after the date of such Transfer.
 
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Section 12.5 Substitute Members .
(a) In the event a Member Transfers its Units in compliance with the applicable provisions of this Article XII , the transferee thereof shall become a Member in substitution of the transferor in respect of the Units so transferred, with all of the rights and limitations attendant to the transferor’s Units and Ownership Percentage just as if such transferee were a Member hereunder, upon satisfaction of the following:
(i) the transferee pays or reimburses the Company for any reasonable legal, filing and publication costs that the Company incurs in connection with the admission of the transferee as a Member;
(ii) any and all necessary governmental consents have been obtained; and
(iii) acceptance and agreement in writing by the transferee of the Member’s Units to be bound by all of the terms and provisions of this Agreement and assumption of all obligations under this Agreement applicable to the transferor.
(b) Notwithstanding anything herein to the contrary, the Company shall be entitled to treat the transferor of Units as the absolute owner thereof in all respects and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as a written assignment or other evidence of the consummation of a Transfer that conforms to the requirements of this Article XII and is reasonably satisfactory to the Managing Member has been received by the Company. The effective date of any Transfer permitted under this Agreement shall be the close of business on the day of receipt thereof by the Company.
Section 12.6 Resignation . No Member may resign from the Company, other than as a result of a Transfer of all of such Member’s Units effected in accordance with the terms of this Agreement.
ARTICLE XIII.
DISSOLUTION, LIQUIDATION AND TERMINATION
Section 13.1 Dissolving Events . The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the happening of any of the following events:
(a) the Members vote or agree in writing to dissolve the Company;
(b) any event which under applicable law would cause the dissolution of the Company; provided , that unless required by law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue.
Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.
 
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Section 13.2 Liquidation . Upon the dissolution of the Company, unless an election to continue the Company is made pursuant to Section 13.1 , the business and affairs of the Company shall be wound up, and the Managing Member (or its designee) will serve as liquidator (the “ Liquidator ”) of the Company.
(a) Except as expressly provided in this Article XIII , the Liquidator will have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member and the Members under the terms of this Agreement, to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as will be required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein.
(b) Except as otherwise provided in this Article XIII (including Section 13.4 below), the Liquidator will liquidate the assets of the Company and apply and distribute the net proceeds of such liquidation in the following manner and order:
(i) first, net proceeds of the liquidation will be applied and distributed to creditors in satisfaction of indebtedness (other than any loans or advances that may have been made by any of the Members to the Company), whether by payment or placing in escrow a reserve of cash or other assets of the Company for the payment of creditors, certain administrative expenses (including payment of the expenses of the terminating transactions such as brokerage commissions, legal fees, accounting fees and closing costs) and contingent liabilities in an amount reasonably determined by the Liquidator to be appropriate for such purposes; and
(ii) second, net proceeds of the liquidation will be applied to the payment of outstanding loans that may have been made by any of the Members to the Company; and
(iii) third, remaining net proceeds of the liquidation shall be distributed to Members in accordance with Section 9.1 .
provided , that no payment or distribution in any of the foregoing categories shall be made until all payments in each prior category shall have been made in full; provided, further , that if the payments due to be made in any of the foregoing categories exceed the remaining proceeds available for such purpose, such payments shall be made to the Persons entitled to receive the same pro rata in accordance with the respective amounts due to them.
Section 13.3 Reserves . After all of the assets of the Company have been distributed, the Company will terminate in accordance with Section 13.5 . If at any time thereafter any funds in any cash reserve fund referred to in Section 13.2(b) are released because the need for such cash reserve fund has ended, such funds will be distributed to the Members in the same manner as if such distribution had been made pursuant to Section 13.2(b) .
 
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Section 13.4 Distribution In Kind . Notwithstanding the provisions of Section 13.2 that require the liquidation of the assets of the Company, if, upon the dissolution of the Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Members, the Liquidator may, in good faith, defer for a time the liquidation of any assets except those necessary to satisfy liabilities of the Company (other than the Company’s liabilities to its Members). The Liquidator may distribute to the Members, in lieu of cash, such Company assets as the Liquidator deems not suitable for liquidation. Any distributions in kind will be subject to such conditions relating to the disposition and management thereof as the Liquidator reasonably deems equitable. Furthermore, to the extent that there is a distribution of Company property pursuant to Section 13.2 in accordance with this Section 13.4 , the ratio of cash to non-cash distributions shall be identical for each Member, unless any Member elects, in its sole discretion, to take a greater portion of its distribution in non-cash Company property. The Liquidator will value any property distributed in kind based upon such property’s fair market value as determined using such method of valuation as the Liquidator and the Members receiving any such in-kind distribution agree upon.
Section 13.5 Termination . The Company shall terminate when the winding up of the Company’s affairs has been completed, all of the assets of the Company have been distributed and the Certificate has been canceled, all in accordance with the Delaware Act.
Section 13.6 Claims of the Members . The Members and former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any other Member.
ARTICLE XIV.
MISCELLANEOUS
Section 14.1 Notices . All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and may be given by any of the following methods: (a) personal delivery, (b) facsimile transmission, (c) registered or certified mail, postage prepaid, return receipt requested, or (d) next day courier service. Notices shall be sent to the appropriate party at his, her or its address, email or facsimile number given below (or at such other address, email or facsimile number for such party as shall be specified by notice given hereunder).

If to the Managing Member:	  	3CM Holdings, LLC
c/o ArcLight Capital Partners, LLC
200 Clarendon Street, 55th Floor
Boston, MA 02117	
					
            	  	Attention:
Fax:
Email:	  	Ted Burke
(617) 867-4698
tburke@arclightcapital.com	

with a copy (which shall not constitute notice) to:	
		
	  	Kirkland & Ellis LLP
609 Main Street, 47th Floor
Houston, Texas 77002	
 
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	  	Attention:
Fax:
Email:	  	Douglas Bacon, P.C.; Kim Hicks
(713) 835-3601
douglas.bacon@kirkland.com;
kim.hicks@kirkland.com	
If to any other Member, to his, her or its address, email or facsimile number given on such Member’s signature page to this Agreement.
All such notices, requests, demands, waivers and communications shall be deemed effective upon (x) actual receipt thereof by the addressee, (y) actual delivery thereof to the appropriate physical mailing or email address, as applicable, or (z) in the case of a facsimile transmission, transmission thereof by the sender and issuance by the transmitting machine of a confirmation that the notice has been transmitted without error. The parties will have the right from time to time and at any time to change their respective addresses, and each will have the right to specify as its address any other address by written notice to the other parties. Each party will have the right from time to time to specify additional parties (not to exceed two additional parties) to whom notice hereunder must be given by delivering to the other party written notice thereof, setting forth the address of such additional parties. Notice required to be delivered hereunder to any party will not be deemed to be effective until the additional parties, if any, designated by such party have been given notice in a manner deemed effective pursuant to the terms of this Section 14.1 .
Section 14.2 Headings . The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.
Section 14.3 Entire Agreement . This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes any prior agreement or understanding among any of them with respect to such subject matter, including, from and after the Effective Date only, the Fourth Amended and Restated Agreement.
Section 14.4 Construction . Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. Terms defined in the singular have the corresponding meanings in the plural and vice versa. Headings are included for convenience only and shall not be considered in interpreting this Agreement. All references to Sections refer to sections of this Agreement, and all references to Appendices, Exhibits and Schedules refer to appendices, exhibits and schedules to this Agreement, which are attached hereto and made a part hereof for all purposes. The word “including” means “including, but not limited to.” The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless otherwise specified. The Members have each fully participated in the negotiation and drafting of this Agreement. If an ambiguity, question of intent or question of interpretation arises, this Agreement must be construed as if drafted jointly, and there must not be any presumption, inference or conclusion drawn against either Member by virtue of the fact that its Representatives have authored this Agreement or any of its terms.
 
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Section 14.5 Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.
Section 14.6 Governing Law . The validity, construction, interpretation and effect of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflicts rules which would otherwise apply the laws of another jurisdiction.
Section 14.7 Jurisdiction; Consent to Service of Process; Waiver . Each Member agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any U.S. federal or state court in the State of Delaware and (a) irrevocably submits to the jurisdiction of such courts, (b) waives any objection to laying venue in any such action or proceeding in such courts, (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it and (d) agrees that service of process upon it may be effected by mailing a copy thereof postage prepaid, registered or certified with return receipt requested at the address specified in Section  14.1 . The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process in the State of Delaware for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Members.
Section 14.8 Waiver of Jury Trial . Each Member hereby knowingly and intentionally, irrevocably and unconditionally waives trial by jury in any legal action or proceeding under, arising out of or in connection with this Agreement and for any counterclaim therein.
Section 14.9 Waiver Generally . Waiver by the Managing Member or any other Member of any breach or default by any other Member of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the Managing Member and any other Member or otherwise between the Members hereto or from any failure by the Managing Member or any other Member to assert its, his or her rights hereunder on any occasion or series of occasions. No single or partial exercise of any right, remedy, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by applicable law not otherwise waived herein.
Section 14.10 Severability . If any provision of this Agreement is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever so long as this Agreement, taken as a whole, still expresses the material intent of the parties hereto. The invalidity of any one or more phrases, sentences, clauses, sections or subsections of this Agreement shall not affect the remaining portions of this Agreement.
 
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Section 14.11 Amendments . This Agreement and the Certificate may be amended or restated only by a written instrument approved by the Members. The Members hereby acknowledge and agree that the execution of this Agreement dated as of the Effective Date amending and restating the Fourth Amended and Restated Agreement constitutes the consent of all of the Members to amend and restate the Fourth Amended and Restated Agreement.
Section 14.12 Fees and Expenses . The Company shall pay the reasonable and documented legal, formation, transaction and related expenses incurred by the Members in connection with the execution and delivery of this Agreement.
Section 14.13 No Employment Agreement . Nothing in this Agreement shall give any Member any rights to employment by the Company or any of its Subsidiaries or Affiliates. Each Member acknowledges and agrees that this Agreement does not constitute a contract of employment.
Section 14.14 No Third-Party Beneficiaries . Except as otherwise provided herein, this Agreement is not intended to confer upon any Person, except for the parties hereto, any rights or remedies hereunder.
[ Signature page follows. ]
 
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IN WITNESS WHEREOF , the parties hereto have executed and delivered this Agreement as of the date first above written.

COMPANY :	
	
THIRD COAST MIDSTREAM HOLDINGS, LLC	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
	
MANAGING MEMBER :	
	
3CM HOLDINGS, LLC	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
	
NON-MANAGING MEMBER :	
	
AMID GP HOLDINGS, LLC	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
	
Same notice delivery information as the Managing Member.	
 
[ Signature Page to Fifth Amended and Restated Limited Liability Company Agreement of Third Coast Midstream Holdings, LLC ]

Exhibit A
Units

	Member	  	Units	 	
3CM Holdings, LLC	  	 	920,811.20	 		
AMID GP Holdings, LLC	  	 	79,188.80	 		
Total :	  	 	1,000,000.00	 		

Exhibit A to Fifth Amended and Restated Limited Liability Company Agreement of Third Coast Midstream Holdings, LLC

Exhibit B
Officers

	Name	  	Office	
Daniel R. Revers	  	President		
John F. Erhard	  	Vice President		
Adam Kuhnley	  	Vice President		
Josef M. Alves	  	Vice President		
Christine M. Miller	  	Secretary		
Theodore D. Burke	  	Assistant Secretary		
 
Exhibit B to Fifth Amended and Restated Limited Liability Company Agreement of Third Coast Midstream Holdings, LLC

Exhibit 3.1
Execution Version
SIXTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AMERICAN MIDSTREAM PARTNERS, LP
Dated as of
July 23, 2019

TABLE OF CONTENTS

 	 	 	  	Page	 	
ARTICLE I. Defined Terms	  	 	2	 	
Section 1.1	 	Definitions	  	 	2	 	
Section 1.2	 	Construction	  	 	5	 	
Section 1.3	 	Conflicts	  	 	5	 	
		
ARTICLE II. Organization	  	 	5	 	
Section 2.1	 	Formation	  	 	5	 	
Section 2.2	 	Name	  	 	6	 	
Section 2.3	 	Registered Office; Registered Agent; Principal Office; Other Offices	  	 	6	 	
Section 2.4	 	Purpose and Business	  	 	6	 	
Section 2.5	 	Powers	  	 	6	 	
Section 2.6	 	Term	  	 	6	 	
Section 2.7	 	Partnership Interests; Certificates	  	 	7	 	
		
ARTICLE III. Partners and Capital Contributions	  	 	7	 	
Section 3.1	 	Limited Partners	  	 	7	 	
Section 3.2	 	Capital Contributions	  	 	7	 	
Section 3.3	 	No Termination	  	 	7	 	
Section 3.4	 	Tax Classification	  	 	7	 	
		
ARTICLE IV. Distributions	  	 	8	 	
Section 4.1	 	Distributions	  	 	8	 	
		
ARTICLE V. Management	  	 	8	 	
Section 5.1	 	Management	  	 	8	 	
Section 5.2	 	Reimbursement of the General Partner	  	 	8	 	
		
ARTICLE VI. Limitations on Liability and Indemnity	  	 	9	 	
Section 6.1	 	Limitation on Liability	  	 	9	 	
Section 6.2	 	Indemnification	  	 	10	 	
Section 6.3	 	Liability of Indemnitees	  	 	11	 	
		
ARTICLE VII. Transferability	  	 	12	 	
Section 7.1	 	Transfers of Partnership Interests	  	 	12	 	
		
ARTICLE VIII. Dissolution and Liquidation	  	 	12	 	
Section 8.1	 	Dissolution	  	 	12	 	
Section 8.2	 	Effect of Dissolution	  	 	12	 	
Section 8.3	 	Winding Up, Liquidation and Distribution of Assets	  	 	12	 	
Section 8.4	 	Certificate of Cancellation	  	 	12	 	
		
ARTICLE IX. Miscellaneous	  	 	13	 	
Section 9.1	 	Amendments	  	 	13	 	
 
i

							
Section 9.2	 	Successors	  	 	13	 	
Section 9.3	 	No Third Party Beneficiaries	  	 	13	 	
Section 9.4	 	Governing Law; Severability	  	 	13	 	
Section 9.5	 	Notices	  	 	13	 	
Section 9.6	 	Counterparts	  	 	13	 	
 
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THE PARTNERSHIP INTERESTS DESCRIBED IN THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACTS IN RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS. THE SALE OR OTHER DISPOSITION OF SUCH PARTNERSHIP INTERESTS IS PROHIBITED UNLESS SUCH SALE OR DISPOSITION IS MADE IN COMPLIANCE WITH ALL SUCH APPLICABLE ACTS. ADDITIONAL RESTRICTIONS ON TRANSFER OF SUCH PARTNERSHIP INTERESTS ARE SET FORTH IN THIS AGREEMENT.
SIXTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
AMERICAN MIDSTREAM PARTNERS, LP
This Sixth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “ Partnership ”), dated as of July 23, 2019 (the “ Effective Date ”), is entered into by and between American Midstream GP, LLC, a Delaware limited liability company (the “ General Partner ”), as the general partner of the Partnership, and Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“ Anchor Acquisition ”), as the sole limited partner of the Partnership.
W I T N E S S E T H
WHEREAS, on August 20, 2009, the Partnership was formed upon the filing of the Certificate of Limited Partnership (including any and all amendments and modifications thereto and restatements thereof, the “ Certificate ”) with the Secretary of State of the State of Delaware;
WHEREAS, the General Partner and the then-Limited Partners entered into that certain Fifth Amended and Restated Agreement of Limited Partnership dated as of April 25, 2016, as amended from time to time thereafter (as amended, the “ Fifth A/R Partnership Agreement ”);
WHEREAS, on March 17, 2019, the Partnership, the General Partner, High Point Infrastructure Partners, LLC, a Delaware limited liability company and predecessor-in- interest to 3CM Holdings, LLC, Anchor Acquisition and Anchor Midstream Merger Sub, LLC, a Delaware limited liability company (“ Merger Sub ”), entered into that certain Agreement and Plan of Merger (the “ AMID Merger Agreement ”) pursuant to which, on the Effective Date, Merger Sub merged with and into the Partnership with the Partnership surviving the merger as a wholly owned subsidiary of the General Partner and Anchor Acquisition (the “ AMID Merger ”);
WHEREAS, pursuant to Section 2.5 of the AMID Merger Agreement, the Fifth A/R Partnership Agreement is required to be amended and restated at the Effective Time (as defined in the AMID Merger Agreement) and, so amended and restated, shall be the agreement of limited partnership of the Partnership, as the Surviving Entity; and
WHEREAS, in connection with the AMID Merger, the General Partner and Anchor Acquisition desire to amend and restate the Fifth A/R Partnership Agreement in its entirety to provide for the conduct of the business and affairs of the Partnership and certain relations among the Partners in accordance with the terms and conditions of this Agreement, as it may be amended from time to time.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners hereby agree as follows:
ARTICLE I.
DEFINED TERMS
Section 1.1 Definitions .
“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under 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 the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
“ Agreement ” means this Sixth Amended and Restated Agreement of Limited Partnership of the Partnership, as this agreement may be revised, amended, restated or supplemented from time to time after the Effective Date.
“ AMID Merger ” shall have the meaning set forth in the recitals to this Agreement.
“ AMID Merger Agreement ” shall have the meaning set forth in the recitals to this Agreement.
“ Anchor Acquisition ” shall have the meaning set forth in the recitals to this Agreement.
“ Available Cash ” means, with respect to any Quarter ending prior to the dissolution of the Partnership pursuant to ARTICLE VIII :
(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 of Subsidiaries 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’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter; less
(b) the amount of any cash reserves (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) 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 anticipated future 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 related to FERC rate proceedings or rate proceedings under applicable state law, if any)
 
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subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions under Section 4.1 in respect of any one or more of the next four Quarters;
provided , however , that disbursements made by a Group Member or cash reserves established, increased or reduced after the end 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 dissolution of the Partnership occurs pursuant to ARTICLE VIII and any subsequent Quarter shall equal zero.
“ Certificate ” shall have the meaning set forth in the preamble to this Agreement.
“ Common Units ” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners, and having the rights and obligations specified with respect to Common Units in this Agreement.
“ Delaware Act ” shall have the meaning set forth in Section 2.1 .
“ Departing General Partner ” means a former general partner from and after the effective date of any withdrawal or removal of such former general.
“ Effective Date ” shall have the meaning set forth in the preamble to this Agreement.
“ Effective Time ” shall have the meaning set forth in the AMID Merger Agreement.
“ FERC ” means the Federal Energy Regulatory Commission or successor to powers thereof.
“ Fifth A/R Partnership Agreement ” shall have the meaning set forth in the recitals to this Agreement.
“ General Partner ” shall have the meaning set forth in the preamble to this Agreement.
“ General Partner Interest ” means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.
“ Group Member ” means a member of the Partnership Group.
 
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“ 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 any Departing General Partner, (d) any Person who is or was a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of any Group Member, the General Partner or any Departing General Partner or any Affiliate of any Group Member, the General Partner or any Departing General Partner, (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 any Departing General Partner as a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of another Person owing a fiduciary duty to any Group Member; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (f) any Person who controls a General Partner or any Departing General Partner and (g) any Person the General Partner designates as an Indemnitee for purposes of this Agreement.
“ Limited Partner ” means, unless the context otherwise requires, any limited partner of the Partnership, in such Person’s capacity as a limited partner.
“ Limited Partner Interest ” means the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units or other Partnership Interests or a combination thereof or interest therein, and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, together with all obligations of such Limited Partner to comply with the terms and provisions of this Agreement.
“ Merger Sub ” shall have the meaning set forth in the recitals to this Agreement.
“ Partners ” means the General Partner and the Limited Partners.
“ Partnership ” shall have the meaning set forth in the preamble to this Agreement.
“ 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 Partner Interests but shall exclude any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership.
“ 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.
“ Quarter ” means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the first fiscal quarter of the Partnership after the date hereof, the portion of such fiscal quarter after the date hereof.
“ 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 the occurrence 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 of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person 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 partnership interests of such partnership (considering
 
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all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, 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 a partnership) 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) at least 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 Entity ” shall have the meaning set forth in the AMID Merger Agreement.
“ Unit Majority ” means at least a majority of the outstanding Common Units.
“ Working Capital Borrowings ” means borrowings used solely for working capital purposes or to pay distributions to Partners made pursuant to a credit facility, commercial paper facility or other similar financing arrangements, provided that when such borrowings are incurred it is the intent of the borrower to repay such 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 the singular 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 this Agreement; (c) the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.
Section 1.3 Conflicts . In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Delaware Act or any provision of the Certificate, the Delaware Act and the Certificate, in that order of priority, shall control.
ARTICLE II.
ORGANIZATION
Section 2.1 Formation . The Partnership was formed as a limited partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time (the “ Delaware Act ”). The Partners hereby amend and restate the Fifth A/R Partnership Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal 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 as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “LP,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change 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 the Limited 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 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the Partnership shall be located at 2103 CityWest Blvd., Bldg. 4, Suite 800, Houston, Texas 77042, 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 such other place or places within or outside the State of Delaware as the General Partner shall determine necessary or appropriate. The address of the General Partner shall be 200 Clarendon Street, 55th Floor, Boston MA 02116, or such other place as the General Partner may from time to time designate by notice 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 any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner, in its sole discretion, and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, and (b) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided , however , that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would be reasonably likely to cause the Partnership 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 permitted by 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 the Partnership 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 agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.
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 the furtherance 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 in existence until the dissolution of the Partnership in accordance with the provisions of ARTICLE VIII . The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.
 
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Section 2.7 Partnership Interests; Certificates . Common Units have been issued by the Partnership, representing a fractional part of the Partnership Interests of all Limited Partners, and having the rights and obligations specified with respect to Common Units in this Agreement. Unless otherwise determined by the General Partner, the Partnership shall not issue any certificates to evidence ownership of Partnership Interests (or any portion thereof).
ARTICLE III.
PARTNERS AND CAPITAL CONTRIBUTIONS
Section 3.1 Limited Partners .
(a) Name and Address . The name and address of the Limited Partner is Anchor Midstream Acquisition, LLC, c/o ArcLight Capital Partners, LLC, 200 Clarendon Street, 55th Floor, Boston, MA 02116. As of the date hereof, Anchor Acquisition is the sole Limited Partner and owns 100% of the Common Units.
(b) Admission of Additional Limited Partners . One or more additional Limited Partners may be admitted to the Partnership with the consent of the General Partner. Concurrently with the admission of any such additional Limited Partner to the Partnership, the General Partner shall amend this Agreement to make such changes as the General Partner shall determine to reflect the fact that the Partnership shall have such additional Limited Partners. Each additional Limited Partner shall execute and deliver a joinder or counterpart to this Agreement (as amended in accordance with the immediately preceding sentence), as necessary, appropriate or advisable.
(c) Withdrawal . A Limited Partner may not withdraw as a Partner of the Partnership, nor may a Limited Partner be required to withdraw, nor may a Limited Partner borrow or withdraw any amount from the Partnership, without the prior written consent of the General Partner.
Section 3.2 Capital Contributions . The Partners have made capital contributions to the Partnership as set forth in the books and records of the Partnership. No Partner shall be required to make any additional capital contribution to the Partnership pursuant to this Agreement.
Section 3.3 No Termination . The substitution, death, insanity, dissolution (whether voluntary or involuntary), or bankruptcy of a Limited Partner will not affect the existence of the Partnership, and the Partnership will continue for the term of this Agreement until its existence is terminated as provided herein, if there is another Limited Partner at such time.
Section 3.4 Tax Classification . The Partnership shall be disregarded as an entity separate from the General Partner for U.S. federal (and applicable state and local) income tax purposes and shall not make any election contrary to such classification, except as otherwise determined by the General Partner.
 
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ARTICLE IV.
DISTRIBUTIONS
Section 4.1 Distributions . Subject to this Section 4.1 , within 45 days following the end of each Quarter, an amount equal to 100% of the Available Cash with respect to such Quarter shall be made by the company to the Limited Partners on a pro rata basis in accordance with their respective Limited Partner Interests. Notwithstanding the foregoing, upon dissolution of the Partnership as provided in ARTICLE VIII , all cash received during or after such Quarter in which such dissolution occurs, other than from Working Capital Borrowings, shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, ARTICLE VIII . Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not be required to make a distribution to the Limited Partners if such distribution would violate the Delaware Act or any other applicable law. The General Partner may treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, any Limited Partner as a distribution of Available Cash to such Limited Partner.
ARTICLE V.
MANAGEMENT
Section 5.1 Management . No Limited Partner, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware Act) of the Partnership’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 taken by 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 its Affiliates, 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 to be 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 Delaware Act) and shall not affect, impair or eliminate the limitations on the liability of the Limited Partners under this Agreement.
Section 5.2 Reimbursement of the General Partner .
(a) Except as provided in this Section 5.2 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner 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 indirect expenses it incurs or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation, employment benefits and other amounts 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 of its duties to the Partnership Group), and (ii) all other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 5.2 shall be in addition
 
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to any reimbursement to the General Partner as to the result of indemnification pursuant to Section  6.2 . Any allocation of expenses to the Partnership by Affiliates of the General Partner in a manner 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 fair and 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 on behalf of the Partnership benefit plans, programs and practices (including any plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests or other economic interests in the Partnership or relating to Partnership Interests), or cause the Partnership to issue Partnership Interests or other securities in connection with, or pursuant to, any benefit 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 and directors of the General Partner or any of its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership 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 such Affiliates are obligated to provide to any employees, officers and directors pursuant to any such benefit plans, programs or practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests or other securities purchased by the General Partner or such Affiliates, from the Partnership or otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 5.2(b) . Any and all obligations of the General Partner under any benefit plans, programs or practices adopted by the General Partner as permitted by this Section 5.2(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any transferee of or successor to all of the General Partner’s Partnership Interest.
(d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership 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 Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.
ARTICLE VI.
LIMITATIONS ON LIABILITY AND INDEMNITY
Section 6.1 Limitation on Liability . Except as otherwise expressly required by law, the Limited Partners, in their respective capacities as such, shall have no liability for the obligations, debts or liabilities of the Partnership except to the extent provided in the Delaware Act.
 
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Section 6.2 Indemnification .
(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held 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 contemplated 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 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 a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, 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’s conduct was unlawful. Any indemnification pursuant to this Section  6.2 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall not be 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 effectuate such indemnification.
(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 6.2(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior 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 is seeking indemnification pursuant to this Section 6.2 , the Indemnitee is not entitled to be indemnified upon receipt by the Partnership 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 be indemnified as authorized by this Section 6.2 .
(c) The indemnification provided by this Section 6.2 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, 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 the Indemnitee’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 and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.
(d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates, the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against, or expense that 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 whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.
(e) For purposes of this Section 6.2 , the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan 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 or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute
 
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“fines” within the meaning of Section 6.2(a) , and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed 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 the Partnership.
(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.
(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.2 solely because the Indemnitee had an interest in the transaction 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 6.2 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.
(i) No amendment, modification or repeal of this Section 6.2 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 6.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims 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 arise or be asserted.
Section 6.3 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, the Partners 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 of an 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 in question, 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’s conduct was criminal.
(b) Subject to its obligations and duties as General Partner set forth in Section  6.2(a) , the General Partner may exercise any of the powers granted to it 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 be responsible 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 to the 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 to any Partner for its good faith reliance on the provisions of this Agreement.
 
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(d) Any amendment, modification or repeal of this Section 6.3 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 6.3 as in effect immediately prior to such amendment, modification or repeal with respect to claims 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 arise or be asserted.
ARTICLE VII.
TRANSFERABILITY
Section 7.1 Transfers of Partnership Interests . Without the consent of the General Partner, a Limited Partner may not sell, assign, transfer, pledge, or otherwise dispose of all or any part of its Partnership Interests. A transferee of such Partnership Interests (or such portion thereof) shall be admitted to the Partnership as a Partner effective upon the later of (a) the due execution of a joinder or counterpart to this Agreement (as amended in accordance herewith) and (b) the transfer of such Partnership Interest (or such portion thereof) to such transferee.
ARTICLE VIII.
DISSOLUTION AND LIQUIDATION
Section 8.1 Dissolution . The Partnership shall be dissolved upon the occurrence of any of the following events:
(a) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act;
(b) an election to dissolve the Partnership by the General Partner that is approved by the holders of a Unit Majority; or
(c) at any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act.
Section 8.2 Effect of Dissolution . Upon dissolution, the Partnership shall cease to carry on its business, except as permitted by the Delaware Act.
Section 8.3 Winding Up, Liquidation and Distribution of Assets . Upon dissolution, the Partnership’s affairs shall be wound up in an orderly manner. The General Partner or its designee shall be the liquidator to wind up the affairs of the Partnership (such individual, in such capacity, the “ Liquidator ”). In performing its duties, the Liquidator is authorized to sell, distribute, exchange or otherwise dispose of Partnership assets in accordance with the Delaware Act in any manner that the Liquidator shall determine.
Section 8.4 Certificate of Cancellation . Upon completion of the winding up of the affairs of the Partnership, the General Partner or its designee shall file a duly executed certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Delaware Act.
 
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ARTICLE IX.
MISCELLANEOUS
Section 9.1 Amendments . This Agreement may be amended for any reason by the General Partner in its sole discretion and no amendment to this Agreement shall require the consent of the Limited Partners.
Section 9.2 Successors . Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding upon the Partners and their legal representatives, heirs, successors and assigns.
Section 9.3 No Third Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any Person other than the Partners and their respective successors and permitted assigns.
Section 9.4 Governing Law; Severability . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law rules thereof, and, to the maximum extent possible, in such manner as to comply with all the terms and conditions of the Delaware Act. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be ineffective only in such jurisdiction and only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
Section 9.5 Notices . All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement will be in writing and will be deemed to have been given when personally delivered, mailed by first class mail, return receipt requested or by reliable overnight courier, or transmitted by electronic mail transmission or electronic facsimile to the addresses set forth on the signature page hereto or to such other address as has been indicated to all Partners.
Section 9.6 Counterparts . This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all of such counterparts together shall constitute one agreement, and to the extent such agreement is signed and delivered by means of a facsimile machine or other electronic transmission, it will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
[ Signature pages follow. ]
 
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed as of the date first written above.

GENERAL PARTNER :	
	
AMERICAN MIDSTREAM GP, LLC,	
a Delaware limited liability company	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
Address:	 	c/o ArcLight Capital Partners, LLC	
	 	200 Clarendon Street, 55th Floor	
	 	Boston, MA 02116	
[ Signature Page to Sixth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP ]

			
LIMITED PARTNER :	
	
ANCHOR MIDSTREAM ACQUISITION, LLC,	
a Delaware limited liability company	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
Address:	 	c/o ArcLight Capital Partners, LLC	
	 	200 Clarendon Street, 55th Floor	
	 	Boston, MA 02116	
[ Signature Page to Sixth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP ]

Exhibit 3.2

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:04 AM 07/23/2019
FILED 08:04 AM 07/23/2019
SR 20196098621 – File Number 4720325	 		  	Execution Version	
CERTIFICATE OF MERGER OF
ANCHOR MIDSTREAM MERGER SUB, LLC
(a Delaware limited liability company)
WITH AND INTO
AMERICAN MIDSTREAM PARTNERS, LP
(a Delaware limited partnership)
July 23, 2019
Pursuant to Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (the “ DRULPA ”) and Section 18-209 of the Delaware Limited Liability Company Act (the “ DLLCA ”), American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), hereby certifies to the following information relating to the merger of Anchor Midstream Merger Sub, LLC, a Delaware limited liability company, with and into the Partnership (the “ Merger ”):

FIRST:	  	The name, type of entity and state of organization of each of the constituent entities (the “ Constituent Entities ”) to the Merger is as follows:	

	Name	  	Entity Type	  	State	
American Midstream Partners, LP	  	Limited Partnership	  	Delaware		
				
Anchor Midstream Merger Sub, LLC	  	Limited Liability Company	  	Delaware		

SECOND:	  	The Agreement and Plan of Merger has been approved and executed by each of the Constituent Entities in accordance with Section 17-211 of the DRULPA and Section 18-209 of the DLLCA.	
		
THIRD:	  	The Partnership shall be the entity surviving the Merger (the “ Surviving Entity ”), and the name of the Surviving Entity shall remain “American Midstream Partners, LP.”	
		
FOURTH:	  	The certificate of limited partnership of the Partnership as in effect immediately prior to the effectiveness of this Certificate of Merger shall be the certificate of limited partnership of the Surviving Entity, without any changes or amendments thereto as a result of the Merger.	
		
FIFTH:	  	The Agreement and Plan of Merger is on file at 2103 CityWest Blvd., Building 4, Suite 800, Houston, Texas 77042, a place of business of the Surviving Entity, and a copy thereof will be furnished by the Surviving Entity, on request and without cost, to any partner or member of, or person holding an interest in, either of the Constituent Entities.	
		
SIXTH:	  	This Certificate of Merger and the Merger shall become effective at the time this Certificate of Merger is filed with the Secretary of State of the State of Delaware.	
[ Signature page follows. ]

IN WITNESS WHEREOF, the Surviving Entity has executed and delivered this Certificate of Merger as of the date first written above.

AMERICAN MIDSTREAM PARTNERS, LP	
		
By:	 	AMERICAN MIDSTREAM GP, LLC,
its general partner	
		
By:	 	/s/ Louis J. Dorey	
Name:	 	Louis J. Dorey	
Title:	 	Interim President and Chief Executive Officer	
[ Signature Page to Certificate of Merger ]

Exhibit 3.3
Execution Version
STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF
THIRD COAST MIDSTREAM, LLC
July 23, 2019
This Certificate of Formation of Third Coast Midstream, LLC, dated as of July 23, 2019, is being duly executed and filed by the undersigned, an authorized person, to form a limited liability company under Sections 18-201 and 18-204 of the Delaware Limited Liability Company Act.

FIRST:	  	The name of the limited liability company is “Third Coast Midstream, LLC” (the “ Company ”).	
		
SECOND:	  	The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, 19801.	
		
THIRD:	  	The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801.	
[ Signature page follows. ]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

SOLE MEMBER :	
	
ANCHOR MIDSTREAM ACQUISITION, LLC,
a Delaware limited liability company	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
[ Signature Page to Certificate of Formation – Third Coast Midstream, LLC ]

Exhibit 3.4
Execution Version
THE LIMITED LIABILITY COMPANY INTERESTS DESCRIBED IN THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES ACTS IN RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS. THE SALE OR OTHER DISPOSITION OF SUCH LIMITED LIABILITY COMPANY INTERESTS IS PROHIBITED UNLESS SUCH SALE OR DISPOSITION IS MADE IN COMPLIANCE WITH ALL SUCH APPLICABLE ACTS. ADDITIONAL RESTRICTIONS ON TRANSFER OF SUCH LIMITED LIABILITY COMPANY INTERESTS ARE SET FORTH IN THIS AGREEMENT.
LIMITED LIABILITY COMPANY AGREEMENT
OF
THIRD COAST MIDSTREAM, LLC
This Limited Liability Company Agreement of Third Coast Midstream, LLC, a Delaware limited liability company (the “ Company ”), is made and entered into as of July 23, 2019, by Third Coast Midstream Holdings, LLC, a Delaware limited liability company, in its capacity as the sole and managing member of the Company (any Person serving in such capacity, the “ Managing Member ”).
W I T N E S S E T H :
WHEREAS, the Company was formed as a limited liability company on July 23, 2019, when American Midstream Partners, LP, a predecessor of the Company (the “ Partnership ”), converted from a Delaware limited partnership to a limited liability company (the “ Conversion ”), pursuant to a Certificate of Conversion and a Certificate of Formation (the “ Certificate ”) filed with the Secretary of State of the State of Delaware on July 23, 2019, in accordance with the provisions of the Delaware Limited Liability Company Act (Title 6 of the Delaware Code, Section 18-101, et seq .) (and any successor statute, as amended from time to time, the “ Act ”);
WHEREAS, as of the date hereof and immediately prior to the effectiveness of this Agreement, Anchor Midstream Acquisition, LLC, a Delaware limited liability company and the sole limited partner of the Partnership, is merging with and into the Managing Member, with the Managing Member, formerly known as “American Midstream GP, LLC”, surviving the merger as “Third Coast Midstream Holdings, LLC” (the “ Affiliate Merger ”);
WHEREAS, pursuant to the Conversion, all of the issued and outstanding common units of the Partnership were converted into membership interests of the Company, and after giving effect to the Affiliate Merger, the Managing Member, who held all of the issued and outstanding common units of the Partnership, holds all of the membership interests of the Company and is the sole member of the Company; and
WHEREAS, the Managing Member desires to set forth herein its statements regarding the manner in which the Company shall be governed and operated.
NOW, THEREFORE, the undersigned, intending to be legally bound hereby, certifies and covenants the following:

ARTICLE I.
DEFINITIONS AND INTERPRETATION
1.1 Definitions . The following terms have the definitions hereinafter indicated whenever used in this Agreement with initial capital letters.
“ Act ” has the meaning set forth in the recitals of this Agreement.
“ Affiliate Merger ” has the meaning set forth in the recitals of this Agreement.
“ Agreement ” means this Limited Liability Company Agreement, as amended from time to time in accordance with its terms and the applicable provisions of the Act.
“ Available Cash ” means, with respect to any Quarter ending prior to the dissolution of the Company pursuant to Article IX:
(a) the sum of (i) all cash and cash equivalents of the Company Group (or the Company’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand at the end of such Quarter, and (ii) if the Managing Member so determines, all or any portion of additional cash and cash equivalents of the Company Group (or the Company’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter; less
(b) the amount of any cash reserves (or the Company’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) established by the Managing Member to (i) provide for the proper conduct of the business of the Company Group (including reserves for future capital expenditures and for anticipated future credit needs of the Company Group and for refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing relating to 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 which any member of the Company Group is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions under Section 5.1 in respect of any one or more of the next four Quarters;
provided , however , that disbursements made by a member of the Company Group or cash reserves established, increased or reduced after the end 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 Managing Member so determines.
Notwithstanding the foregoing, “ Available Cash ” with respect to the Quarter in which the dissolution of the Company occurs pursuant to Article IX and any subsequent Quarter shall equal zero.
“ Certificate ” has the meaning set forth in the recitals of this Agreement.
“ Company ” has the meaning set forth in the preamble of this Agreement.
 
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“ Company Group ” means the Company and its Subsidiaries treated as a single consolidated entity.
“ Covered Person ” has the meaning set forth in Section 7.1 .
“ FERC ” means the Federal Energy Regulatory Commission or successor to powers thereof.
“ Liquidating Trustee ” means the Managing Member or such other Person appointed by the Managing Member to serve as the liquidating trustee of the Company.
“ Managing Member ” has the meaning set forth in the preamble of this Agreement.
“ Member ” means each of the Managing Member and any Person admitted as an additional or substitute member of the Company pursuant to this Agreement.
“ Membership Interest ” means the limited liability company interest in the Company having all rights and obligations (economic and otherwise) to which a holder thereof may be entitled pursuant to this Agreement and the Act.
“ Person ” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, or other organization or entity, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity, or any government or agency or political subdivision thereof.
“ Quarter ” means, unless the context requires otherwise, a fiscal quarter of the Company, or, with respect to the first fiscal quarter of the Company after the date hereof, the portion of such fiscal quarter after the date hereof.
“ 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 the occurrence 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 of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person 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 partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, 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 a partnership) 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) at least 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.
“ Units ” has the meaning set forth in Section 4.3 .
 
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“ Working Capital Borrowings ” means borrowings used solely for working capital purposes or to pay distributions to the Members made pursuant to a credit facility, commercial paper facility or other similar financing arrangements, provided that when such borrowings are incurred it is the intent of the borrower to repay such borrowings within 12 months other than from additional Working Capital Borrowings.
1.2 Construction . Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.
1.3 Headings . The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof.
1.4 Conflicts . In the event of a direct conflict between the provisions of this Agreement and the mandatory provisions of the Act or any provision of the Certificate, the Act and the Certificate, in that order of priority, shall control.
ARTICLE II.
ORGANIZATIONAL MATTERS
2.1 Name . The name of the Company is “Third Coast Midstream, LLC”.
2.2 Principal Place of Business . The principal place of business of the Company shall be 2103 CityWest Blvd., Bldg. 4, Suite 800, Houston, Texas 77042, or such other place as the Managing Member may from time to time designate.
2.3 Registered Office and Registered Agent . The initial registered agent of the Company is The Corporation Trust Company, and the initial registered office of the Company shall be at 1209 Orange Street, Wilmington, Delaware 19801. The Managing Member may change the registered office and registered agent from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of the State of Delaware pursuant to the Act.
2.4 Term . The term of the Company commenced upon the effectiveness of the Certificate with the Secretary of State of the State of Delaware, and shall continue indefinitely, unless earlier dissolved in accordance with Section  9.1.
2.5 Tax Status . Until such time that additional members are admitted to the Company in accordance with Section 4.2 , the Managing Member intends that the Company shall be treated as a disregarded entity for all federal and state income tax purposes, rather than an association taxable as a corporation. All provisions of this Agreement are to be construed so as to preserve the Company’s tax status as a disregarded entity.
 
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ARTICLE III.
BUSINESS OF COMPANY
The business of the Company shall be to engage in any lawful act or activities for which limited liability companies may be formed pursuant to the Act and any lawful act or activity necessary, appropriate or advisable therefor or incidental thereto.
ARTICLE IV.
MEMBERS; CAPITAL
4.1 Managing Member . The name and address of the Managing Member is Third Coast Midstream Holdings, LLC, c/o ArcLight Capital Partners, LLC, 200 Clarendon Street, 55th Floor, Boston MA 02116. As of the date hereof, the Managing Member owns 100% of the Membership Interest, and there are no other Members.
4.2 Additional Members . One or more additional Members may be admitted to the Company with the consent of the Managing Member. Concurrently with the admission of any such additional Members to the Company, the Managing Member shall amend this Agreement to make such changes as the Managing Member shall determine to reflect the fact that the Company shall have such additional Members. Each additional Member shall execute and deliver a joinder or counterpart to this Agreement (as amended in accordance with the immediately preceding sentence), as necessary, appropriate or advisable.
4.3 Units . The Company shall have one class of units, which shall be uncertificated and denominated and referred to herein as “ Units ”. Each Unit shall (a) give the Member who is the owner thereof the right to receive distributions (liquidating or otherwise) in accordance with Section 5.1 and as otherwise specified herein and (b)  give the Member who is the owner thereof the other rights with respect to such Unit as specified herein.
4.4 Issuances of New Units . From time to time after the date hereof, the Company is authorized to, and shall, accept additional capital contributions made with the consent of the Managing Member in exchange for the issuance of new Units. Exhibit A sets forth the Units owned by the Managing Member as of the date hereof and shall be revised by the Officers as necessary to reflect changes and adjustments resulting from the issuance, redemption or any transfer of Units made in accordance with the terms of this Agreement; provided , that a failure to reflect any such issuance, redemption or any transfer on Exhibit A shall not prevent any such issuance, redemption or any transfer from being effective.
4.5 Additional Capital Contributions . No Member shall be required to make any additional capital contribution to the Company in respect of the Units then held by such Member except to the extent any Member agrees in writing to fund additional capital contributions as requested by the Managing Member. Each Unit issued to a Member pursuant to this Section 4.5 will be duly authorized and validly issued in accordance with this Agreement and fully paid (to the extent required by this Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section  18-607 of the Act). With the approval of the Managing Member, the Members may make capital contributions of property in lieu of cash. The amount of each such additional capital contribution shall be the fair market value of the contributed property
 
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as determined by the Managing Member or such other amount as shall be agreed by the Managing Member and the contributing Member. The provisions of this Section 4.5 are intended solely to benefit the Members and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and no Member shall have any duty or obligation to any creditor of the Company to make any additional capital contributions or to cause the Managing Member to consent to the making of additional capital contributions.
4.6 Withdrawal of the Managing Member . The Managing Member shall be entitled to voluntarily withdraw from the Company. Upon such withdrawal, if no other Member exists, then the Company shall dissolve in accordance with the provisions of Article IX .
ARTICLE V.
DISTRIBUTIONS
5.1 Distributions . Subject to this Section 5.1 , within 45 days following the end of each Quarter, an amount equal to 100% of Available Cash with respect to such Quarter shall be paid by the Company to the Members on a pro rata basis in accordance with their respective Membership Interests. Notwithstanding the foregoing, upon dissolution of the Company provided in Section 9.1 , all cash received during or after such Quarter in which such dissolution occurs, other than from Working Capital Borrowings, shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 9.3 . Notwithstanding any other provision of this Agreement, all distributions required to be made under this Agreement or otherwise made by the Company shall be made subject to Sections 18-607 and 18-804 of the Act. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Members if such distribution would violate the Act, any other applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any member of the Company Group is a party or by which it is bound or its assets are subject. The Managing Member may treat taxes paid by the Company on behalf of, or amounts withheld with respect to, any Member as a distribution of Available Cash to such Member.
ARTICLE VI.
MANAGEMENT
6.1 Management . The business and affairs of the Company shall be managed by the Managing Member. The Managing Member shall have complete authority, power and discretion to manage and control the business, affairs and assets of the Company, to make all decisions with respect thereto and to perform or undertake any and all other acts or activities necessary, appropriate or advisable for, or incidental to, the management or control of the business, affairs or assets of the Company, including delegating any of its authority to any Officer (as defined below) pursuant to and in accordance with Section 6.2 , and to do any and all other acts and things necessary, appropriate or advisable to effectuate the purposes of this Agreement. The Managing Member shall be deemed a “manager” within the meaning of the Act. Any action taken by the Managing Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Managing Member as set forth in this Agreement.
 
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6.2 Officers .
(a) The Managing Member may, from time to time, designate one or more officers to act for and on behalf of the Company with such authority as may be delegated to such officers by the Managing Member (each such designated individual, an “ Officer ”), each of whom shall serve as an Officer until his or her death, resignation, removal or disqualification or until his or her replacement is designated in accordance with clause (e) of this Section 6.2 . The Officers may consist of a President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other titles as may be designated by the Managing Member. Any number of offices may be held by the same individual.
(b) The initial Officers, and their respective titles, as of the date hereof, are set forth on Exhibit B . The Managing Member may appoint such additional Officers as may be necessary, appropriate or advisable for the business of the Company, each of whom shall hold office for such period, have such authority and perform such duties as are provided in this Agreement or as the Managing Member may from time to time determine.
(c) Any action taken by an Officer designated by the Managing Member pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. The Managing Member hereby authorizes Officers to bind the Company and enter into agreements for and on behalf of the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer designated in accordance with this Agreement and any written instrument executed by the Managing Member designating such Officer and/or delegating authority to such Officer.
(d) Any Officer may be removed at any time, with or without cause, by the Managing Member. Any Officer may resign at any time by giving written notice to the Managing Member. Any resignation shall take effect upon receipt of such notice or at such later time as may be specified therein, and the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the Officer is a party.
(e) A vacancy in any office of the Company because of death, resignation, removal or disqualification or other cause shall be filled by the Managing Member.
6.3 Other Agents . Unless expressly authorized to do so by this Agreement or the Managing Member, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, including to pledge its credit or assume any liability or undertake any other obligation for any purpose.
6.4 No Exclusive Duty to Company . The Managing Member and each Officer shall not be required to tend to the business and affairs of the Company as such Person’s sole and exclusive function. The Managing Member and any Officer may have other business interests and may engage in other activities in addition to those relating to the Company. The Company shall not have any right, by virtue of this Agreement, to share or participate in investments or activities of the Managing Member or Officer or to the income or proceeds derived therefrom (unless such investments or activities are conducted in such Person’s capacity as a Member or manager of the Company or an Officer).
 
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6.5 Bank Accounts . The Managing Member or any Officer may from time to time open bank accounts in the name of the Company.
6.6 Expenses .
(a) Except as provided in this Section 6.6 and elsewhere in this Agreement, the Managing Member shall not be compensated for its services as the managing member of the Company or a manager of any of the Company’s Subsidiaries.
(b) The Managing Member shall be reimbursed on a monthly basis, or such other basis as the Managing Member may determine, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Company Group (including salary, bonus, incentive compensation, employment benefits and other amounts paid to any Person, including affiliates of the Managing Member to perform services for the Company Group or for the Managing Member in the discharge of its duties to the Company Group) and (ii) all other expenses allocable to the Company Group or otherwise incurred by the Managing Member in connection with operating the Company Group’s business (including expenses allocated to the Managing Member by its affiliates). The Managing Member shall determine the expenses that are allocable to the Managing Member or the Company Group. Reimbursements pursuant to this Section 6.6 shall be in addition to any reimbursement to the Managing Member as a result of indemnification pursuant to Section 7.4 . Any allocation of expenses to the Company by affiliates of the Managing Member in a manner 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 fair and reasonable to the Company.
(c) The Managing Member may propose and adopt on behalf of the Company benefit plans, programs and practices (including plans, programs and practices involving the issuance of Membership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests or other economic interests in the Company or relating to Membership Interests), or cause the Company to issue Membership Interests or other securities in connection with, or pursuant to, any benefit plan, program or practice maintained or sponsored by the Managing Member or any of its affiliates in each case for the benefit of employees, officers and directors of the Managing Member or any of its affiliates, in respect of services performed, directly or indirectly, for the benefit of the Company Group. The Company agrees to issue and sell to the Managing Member or any of its affiliates any Membership Interests or other securities that the Managing Member or such affiliates are obligated to provide to any employees, officers and directors pursuant to any such benefit plans, programs or practices. Expenses incurred by the Managing Member in connection with any such plans, programs and practices (including the net cost to the Managing Member or such affiliates of Membership Interests or other securities purchased by the Managing Member or such affiliates, from the Company or otherwise, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section  6.6(b) . Any and all obligations of the Managing Member under any benefit plans, programs or practices adopted by the Managing Member as permitted by this Section  6.6(c) shall constitute obligations of the Managing Member hereunder and shall be assumed by any transferee of or successor to all of the Managing Member’s Membership Interest.
 
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(d) The Managing Member and its affiliates may charge any member of the Company Group a management fee to the extent necessary to allow the Company 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 Company Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.
ARTICLE VII.
LIMITATIONS ON LIABILITY AND INDEMNITY
7.1 Limitation on Liability . To the fullest extent permitted by applicable law (including the Act), none of (a) the Managing Member (in each of its capacities as a Member and a manager of the Company), (b) any Person who is or was an affiliate of the Managing Member, (c) any Person who is or was a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of any member of the Company Group or the Managing Member (including, for the avoidance of doubt, any Person serving in any such capacities prior to the date of this Agreement), (d) any Person who is or was serving at the request of the Managing Member or any affiliate of the Managing Member as a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of another Person owing a fiduciary duty to any member of the Company Group; provided that the foregoing shall not include any Person who provides, on a fee-for-services basis, trustee, fiduciary or custodial services, (e) any Person who controls the Managing Member or (f) any Person the Managing Member shall designate as a Covered Person for purposes of this Agreement (any such Person, a “ Covered Person ”) shall be liable in any way to the Company or the Managing Member for any act or omission taken or omitted pursuant to this Agreement or in good faith reliance on the provisions of this Agreement unless such act or omission was taken or omitted fraudulently or constituted gross negligence or willful misconduct.
7.2 Duties . This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Covered Person, and each Member hereby waives any and all fiduciary duties that, absent such waiver, may be implied by applicable law, and in doing so, acknowledges and agrees that the duties and obligation of each Covered Person to each other and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by each Member to replace such other duties and liabilities of such Covered Person. Without limiting the foregoing, whenever in this Agreement the Managing Member (in each of its capacities as a Member and a manager of the Company) is permitted or required to make a decision or determination, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person.
7.3 No Liability for Company Obligations . Except as otherwise required by the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Managing Member (in each of its capacities as a Member and a manager of the Company) and each other Member shall have no personal liability for any such debts obligations, or liabilities of the Company solely by reason of being a Member or participating in the management of the Company.
 
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7.4 Indemnification .
(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Covered Persons shall be indemnified and held harmless by the Company 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 or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Covered Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as a Covered Person and acting (or refraining to act) in such capacity; provided , that the Covered Person shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Covered Person is seeking indemnification pursuant to this Agreement, the Covered Person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Covered Person’s conduct was unlawful. Any indemnification pursuant to this Section 7.4 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.
(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by a Covered Person who is indemnified pursuant to Section  7.4(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Covered Person is seeking indemnification pursuant to this Section 7.4 , the Covered Person is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Covered Person to repay such amount if it shall be ultimately determined that the Covered Person is not entitled to be indemnified as authorized by this Section 7.4 .
(c) The indemnification provided by this Section 7.4 shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, pursuant to any written approval of the Managing Member, as a matter of law, in equity or otherwise, both as to actions in the Covered Person’s capacity as a Covered Person and as to actions in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Covered Person.
(d) The Company may purchase and maintain insurance, on behalf of the Covered Persons and such other Persons as the Managing Member shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.
 
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(e) For purposes of this Article VII, the Company shall be deemed to have requested a Covered Person to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on a Covered Person with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.4(a) , and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed 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 the Company.
(f) A Covered Person shall not be denied indemnification in whole or in part under this Section 7.4 because the Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
(g) The provisions of this Section 7.4 are for the benefit of the Covered Persons and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.
(h) No amendment, modification or repeal of this Section 7.4 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Covered Person to be indemnified by the Company, nor the obligations of the Company to indemnify any such Covered Person under and in accordance with the provisions of this Section 7.4 as in effect immediately prior to such amendment, modification or repeal with respect to claims 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 arise or be asserted.
7.5 Priority . Each Covered Person may have certain rights to indemnification or advancement of expenses provided by or on behalf of the Managing Member or its affiliates (collectively, the “ Member Indemnitors ”). Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by applicable law: (a) the Company shall be the indemnitor of first resort ( i.e. , the Company’s obligations to each Covered Person are primary and any obligation of the Member Indemnitors to provide indemnification or advancement of expenses for the same losses incurred by each Covered Person are secondary), (b) the Company shall advance the full amount of expenses incurred by each Covered Person and shall be liable for the full amount of losses to the extent legally permitted and as required by this Agreement, without regard to any rights each Covered Person may have against the Member Indemnitors, and (c) the Company and each Member irrevocably waive, relinquish and release the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Notwithstanding anything herein to the contrary, to the fullest extent permitted by applicable law, no advancement or payment by the Member Indemnitors for or on behalf of any Covered Person with respect to any claim for which such Covered Person has sought indemnification or advancement of expenses from the Company will affect the foregoing and the Member Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Covered Person against the Company. The Member Indemnitors are express intended third party beneficiaries of the terms of this Section 7.5 .
 
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ARTICLE VIII.
TRANSFERABILITY
8.1 Transfers Generally . Any Member may transfer (including by sale, encumbrance, assignment or other disposition) all of its Membership Interest (or any portion thereof) only with the prior written consent of the Managing Member. A transferee of such Membership Interest (or such portion thereof) shall be admitted to the Company as a Member effective upon the later of (a) the due execution of a joinder or counterpart to this Agreement (as amended in accordance with Section 4.2 ) and (b)  the transfer of such Membership Interest (or such portion thereof) to such transferee.
8.2 Transfer of the Managing Member’s Entire Membership Interest . Upon a transfer by the Managing Member of all (but not any portion) of its Membership Interest and following the admission of the transferee to the Company in accordance herewith, such transferring Managing Member shall cease to be the Managing Member, and the transferee shall become the Managing Member and have all rights and obligations of the Managing Member set forth herein.
ARTICLE IX.
DISSOLUTION AND TERMINATION
9.1 Dissolution . The Company shall be dissolved upon the occurrence of any of the following events:
(a) pursuant to any requirement of the Act; or
(b) by the written statement of the Managing Member.
9.2 Effect of Dissolution . Upon dissolution, the Company shall cease to carry on its business, except as permitted by the Act.
9.3 Winding Up, Liquidation and Distribution of Assets .
(a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company in an orderly manner (including the distribution of its assets to the Members) pursuant to the provisions of this Section 9.3 and the Act. The Managing Member shall act as the Liquidating Trustee, or, if the Managing Member is unable to act as Liquidating Trustee, the Managing Member shall appoint a Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.
(b) Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Members, on a pro rata basis in accordance with their respective Membership Interests, all or any portion of the Company’s assets in kind.
 
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(c) All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order:
(i) first, to the creditors of the Company, to the extent otherwise permitted by applicable law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof);
(ii) second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or advisable for contingent or unforeseen liabilities or obligations of the Company; and
(iii) third, to the Members on a pro rata basis in accordance with their respective Membership Interests.
9.4 Certificate of Cancellation . Upon completion of the winding up of the affairs of the Company, the Managing Member or its designee shall file a duly executed certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Act.
ARTICLE X.
MISCELLANEOUS PROVISIONS
10.1 Application of Delaware Law . This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware.
10.2 Amendments . Any amendment to this Agreement shall be made in a writing signed by the Managing Member.
10.3 Severability . If any provision of this Agreement or the application thereof to any circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by applicable law.
10.4 Creditors . None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.
[ Signature page follows. ]
 
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IN WITNESS WHEREOF, the Managing Member has executed this Agreement as of the date first written above.

THIRD COAST MIDSTREAM HOLDINGS, LLC,	
a Delaware limited liability company	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
[ Signature Page to Limited Liability Company Agreement - Third Coast Midstream, LLC ]

Exhibit A
Members; Units

	Member	  		Units	 	
Third Coast Midstream Holdings, LLC	  	 	80,266,451	 		
Exhibit A to Limited Liability Company Agreement - Third Coast Midstream, LLC

Exhibit B
Officers

	Name	  	Office	
Matthew Rowland	  	President and Chief Executive Officer		
			
Ryan Rupe	  	Senior Vice President and Chief Compliance Officer		
			
Rene Casadaban	  	Senior Vice President and Chief Operating Officer		
			
Louis Dorey	  	Senior Vice President - Business Development		
			
Christopher Dial	  	Senior Vice President and General Counsel		
			
Nadine Moustafa	  	Vice President and Associate General Counsel		
			
Stephen Ciupak	  	Vice President - Finance		
			
Karen Acree	  	Vice President and Chief Accounting Officer		
			
Robert Gray III	  	Vice President - Commercial Services		
			
Brian Nielson	  	Vice President - Operations		
			
Dilshad Kasmani	  	Associate General Counsel and Assistant Corporate Secretary		
			
Leisa Munoz	  	Assistant Corporate Secretary		
Exhibit B to Limited Liability Company Agreement - Third Coast Midstream, LLC

Exhibit 3.5

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:04 AM 07/23/2019
FILED 08:07 AM 07/23/2019
SR 20196098668 – File Number 4721359	 		  	Execution Version	
CERTIFICATE OF MERGER OF
ANCHOR MIDSTREAM ACQUISITION, LLC
(a Delaware limited liability company)
WITH AND INTO
THIRD COAST MIDSTREAM HOLDINGS, LLC
(a Delaware limited liability company)
July 23, 2019
Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “ DLLCA ”), Third Coast Midstream Holdings, LLC, a Delaware limited liability company (the “ Company ”), hereby certifies to the following information relating to the merger of Anchor Midstream Acquisition, LLC, a Delaware limited liability company, with and into the Company (the “ Merger ”):

FIRST:	  	The name, type of entity and state of organization of each of the constituent entities (the “ Constituent Entities ”) to the Merger is as follows:	

	Name	  	Entity Type	  	State	
Third Coast Midstream Holdings, LLC	  	Limited Liability Company	  	Delaware		
				
Anchor Midstream Acquisition, LLC	  	Limited Liability Company	  	Delaware		

SECOND :	  	The Agreement and Plan of Merger has been approved and executed by each of the Constituent Entities in accordance with Section 18-209 of the DLLCA.	
		
THIRD :	  	The Company shall be the entity surviving the Merger (the “ Surviving Entity ”), and the name of the Surviving Entity shall remain “Third Coast Midstream Holdings, LLC.”	
		
FOURTH :	  	The certificate of formation of the Company as in effect immediately prior to the effectiveness of this Certificate of Merger shall be the certificate of formation of the Surviving Entity, without any changes or amendments thereto as a result of the Merger.	
		
FIFTH :	  	The Agreement and Plan of Merger is on file at 2103 CityWest Blvd., Building 4, Suite 800, Houston, Texas 77042, a place of business of the Surviving Entity, and a copy thereof will be furnished by the Surviving Entity, on request and without cost, to any member of, or person holding an interest in, either of the Constituent Entities.	
		
SIXTH :	  	This Certificate of Merger and the Merger shall become effective at the time this Certificate of Merger is filed with the Secretary of State of the State of Delaware.	
[ Signature page follows. ]

IN WITNESS WHEREOF, the Surviving Entity has executed and delivered this Certificate of Merger as of the date first written above.

THIRD COAST MIDSTREAM HOLDINGS, LLC	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
[ Signature Page to Certificate of Merger ]

Exhibit 3.6

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:04 AM 07/23/2019
FILED 08:05 AM 07/23/2019
SR 20196098666 – File Number 4720325	 		  	Execution Version	
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A LIMITED PARTNERSHIP TO A
LIMITED LIABILITY COMPANY
PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY COMPANY ACT
July 23, 2019
Pursuant to the provisions of Section 18-214 of the Delaware Limited Liability Company Act (the “ LLC Act ”), American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), hereby executes this Certificate of Conversion (this “ Certificate ”) for the purpose of converting (the “ Conversion ”) the Partnership to a limited liability company (the “ Company ”) and, in connection therewith, certifies as follows:
 
 	1.	The jurisdiction where the Partnership was first formed is the State of Delaware.	
 
 	2.	The jurisdiction of the Partnership immediately prior to filing this Certificate is the State of Delaware.	
 
 	3.	The date the Partnership was first formed is August 20, 2009.	
 
 	4.	The name of the Partnership immediately prior to filing this Certificate is “American Midstream Partners, LP”.	
 
 	5.	The name of the Company as set forth in the Certificate of Formation is “Third Coast Midstream, LLC”.	
 
 	6.	This certificate of conversion shall become effective upon filing with the Office of the Secretary of State of the State of Delaware.	
[ Signature page follows. ]

IN WITNESS WHEREOF, the Partnership has executed this Certificate as of the date first written above.

AMERICAN MIDSTREAM PARTNERS, LP ,	
a Delaware limited partnership	
		
By:	 	AMERICAN MIDSTREAM GP, LLC, its	
	 	general partner	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
[ Signature Page to Certificate of Conversion ]

Exhibit 10.1
Execution Version
REDEMPTION AGREEMENT
July 18, 2019
This Redemption Agreement (this “ Agreement ”), dated as of July 18, 2019 (the “ Effective Date ”), is entered into by and between American Midstream GP, LLC, a Delaware limited liability company (the “ Holder ”), and American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”). The Holder and the Partnership are sometimes hereinafter each referred to as a “ Party ” and collectively as the “ Parties ”. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
WHEREAS, on March 17, 2019, Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“ Anchor Acquisition ”), High Point Infrastructure Partners, LLC, a Delaware limited liability company, the Partnership, the Holder and Anchor Midstream Merger Sub, LLC, a Delaware limited liability company (“ Merger Sub ”), entered into that certain Agreement and Plan of Merger (as may be amended, restated or modified from time to time, the “ Merger Agreement ”), pursuant to which Merger Sub will merge with and into the Partnership with the Partnership surviving the merger as a subsidiary of the Holder and Anchor Acquisition (the “Merger”), on the terms and subject to the conditions set forth therein;
WHEREAS, the Holder holds 100% of the issued and outstanding Notional General Partner Units of the Partnership (the “ Subject Units ”);
WHEREAS, in connection with the Merger, the Partnership desires to purchase, acquire, accept and redeem from the Holder, and the Holder desires to sell, assign, transfer and convey to the Partnership, all of the Subject Units, effective as of the date hereof (the “ Redemption ”), in exchange for the Redemption Consideration (as defined below); and
WHEREAS, following the Redemption, the Holder will retain a non-economic general partner interest in the Partnership and will remain the sole general partner of the Partnership.
NOW THEREFORE, in consideration of the promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
 
 	1.	Redemption . On and subject to the terms and conditions of this Agreement, effective as of the Effective Date, the Holder shall sell, convey, assign, transfer and deliver to the Partnership, the Subject Units, free and clear of all Liens (other than pursuant to applicable law and the Partnership Agreement), and the Partnership shall purchase, acquire, accept and redeem the Subject Units, for the Redemption Consideration.	
 
 	2.	Payment of Redemption Consideration . The “ Redemption Consideration ” shall consist of 980,889 Common Units. The Redemption Consideration shall be paid or delivered to the Holder on the Effective Date.	

 	3.	Redemption . On and subject to the terms of this Agreement, effective as of the Effective Date, the Holder irrevocably accepts the Redemption Consideration in complete redemption of the Subject Units. the Subject Units shall, effective as of the Effective Date, be fully and irrevocably redeemed, terminated, cancelled and be of no further force and effect, without further action on behalf of any Person; provided, however, for the avoidance of doubt, that the Holder shall retain a non-economic general partner interest in the Partnership and will remain the sole general partner of the Partnership.	
 
 	4.	Release . In exchange for the benefits and undertakings described herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holder, on the Holder’s own behalf and on behalf of all of the Holder’s successors and assigns, effective as of the Effective Date, fully and forever releases and discharges the Partnership and each of its subsidiaries and current and future affiliates and each of its and their respective limited partners, members and managers, and each of their respective current and former equityholders, directors, officers, employees, partners, members, trustees, attorneys, representatives, fiduciaries and/or agents, both individually and in their official capacities (collectively, the “ Released Parties ”), from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever, both past and present and whether known or unknown, suspected, or claimed against the Partnership or any of the other Released Parties which the Holder or any of the Holder’s heirs, executors, administrators or assigns, may have arising out of or related to events, facts, conditions or circumstances existing or arising at or prior to the Effective Date which arise in connection with or are related to (a) the Redemption or (b) any equity securities of or other interests in the Partnership or any of its affiliates held by the Holder prior to the Effective Date.	
 
 	5.	Representations of the Holder . The Holder represents and warrants to the Partnership that:	
 
 	(a)	The Holder is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated herein. This Agreement has been duly authorized, executed and delivered by the Holder and is a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.	
 
 	(b)	The Holder is the owner of the Subject Units, free and clear of any liability, Lien (other than pursuant to applicable law and the Partnership Agreement), assessment, restriction, obligation, claim, charge or option of any kind whatsoever, and has full right and authority to enter into this Agreement.	
 
2

 	(c)	Except for the payments due under this Agreement, the Partnership is not indebted, directly or indirectly, to the Holder, in any amount whatsoever.	
 
 	(d)	The Holder has met with or has had the opportunity to meet with the Holder’s legal and/or business advisors concerning the terms of this Agreement.	
 
 	(e)	The Holder understands that the truth and accuracy of the foregoing representations and warranties are being relied upon by the Partnership to induce it to enter into this Agreement, and the Holder intends that the Partnership rely on such representations and warranties.	
 
 	6.	Representations of the Partnership . The Partnership represents and warrants to the Holder as follows:	
 
 	(a)	The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated herein.	
 
 	(b)	This Agreement has been duly authorized, executed and delivered by the Partnership and is a legal, valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.	
 
 	7.	Survival of Representations and Warranties . (i) All agreements, covenants, representations and warranties contained herein shall survive the consummation of the Redemption of the Holder’s Subject Units and the transactions contemplated hereby and shall be binding upon and inure to the benefit of the Parties and their respective heirs, estates, successors and permitted assigns and (ii) all covenants and agreements contained herein shall survive until performed.	
 
 	8.	Miscellaneous .	
 
 	(a)	Each Party will, upon request of the other Party, take such further action (including the execution and delivery of any additional documents) reasonably deemed by such requesting Party to be necessary or desirable to complete or evidence the transactions contemplated by this Agreement.	
 
 	(b)	The Parties have each separately had the opportunity to consult with counsel and have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any person.	
 
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 	(c)	This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior written and oral negotiations, agreements and understandings with respect hereto.	
 
 	(d)	This Agreement may be amended, modified, or terminated only with the written consent of both Parties. Waiver of a breach of any provision of this Agreement shall not be binding unless in writing and signed by the Parties, and any such waiver shall not be construed to be a waiver of any subsequent breach of the same or any other provision of this Agreement.	
 
 	(e)	To the extent that any provision of this Agreement is determined to be invalid or unenforceable, the invalid or unenforceable portion of such provision shall be deleted from this Agreement, and the validity and enforceability of the remainder of such provision and of this Agreement shall be reformed, construed and enforced so as to give effect to the original intent of this Agreement to the maximum extent permitted by applicable Law.	
 
 	(f)	This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of the Parties. No Party may assign this Agreement or any part hereof without the prior written consent of the other Party; provided, that the Partnership may assign this Agreement or any part hereof and its rights and obligations hereunder, in whole or in part, to any affiliate of the Partnership without the prior consent of the Holder.	
 
 	(g)	Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Parties or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein; provided that, notwithstanding the foregoing, (i) the Released Parties are intended to be third party beneficiaries of, and may enforce, Section 4 and (ii) the Non- Recourse Persons (as defined below) are intended to be beneficiaries of, and may enforce, Section 8(j) .	
 
 	(h)	This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to conflict of law provisions that may give rise to the application of the substantive laws of another jurisdiction.	
 
 	(i)	Any Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in federal and state courts located in the State of Delaware, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to	
 
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 	this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence Proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Proceeding brought pursuant to this Section 8(i) . EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.	
 
 	(j)	Except to the extent a named Party to this Agreement, the Parties acknowledge and agree that no past, present or future director, manager, officer, employee, incorporator, member, partner, equityholder, agent, attorney, representative, affiliate or financing source of any of the Parties to this Agreement (each, a “ Non-Recourse Person ”), in such capacity, shall have any liability or responsibility (in contract, tort or otherwise) for any liabilities of any Party, as applicable, under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby. This Agreement may only be enforced against, and any claim or action based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as Parties and then only with respect to the specific obligations set forth herein with respect to such Party. The Non-Recourse Persons are intended to be third party beneficiaries hereunder.	
 
 	(k)	This Agreement may be executed in one or more counterparts (including by electronic transmission), each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute one and the same agreement.	
[ Signature page follows. ]
 
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IN WITNESS WHEREOF , the Parties have caused this Agreement to be executed and delivered as of the date first written above.

PARTNERSHIP:	
	
AMERICAN MIDSTREAM PARTNERS, LP	
		
By:	 	AMERICAN MIDSTREAM GP, LLC,	
	 	its general partner	
		
By:	 	/s/ Louis J. Dorey	
Name:	 	Louis J. Dorey	
Title:	 	Interim President and Chief Executive
Officer	
	
HOLDER:	
	
AMERICAN MIDSTREAM GP, LLC	
		
By:	 	High Point Infrastructure Partners, LLC,	
	 	its majority Class A Member	
		
By:	 	/s/ Daniel R. Revers	
Name:	 	Daniel R. Revers	
Title:	 	President	
[ Signature Page to Redemption Agreement ]