Exhibit 24.2
American Midstream GP, LLC
Written Consent of the Board of Directors
September 10, 2012
The undersigned, constituting all of the members of the Board of Directors of American Midstream GP, LLC, a Delaware limited liability company, in lieu of a special meeting of the Board of Directors, do hereby consent to, approve and adopt, by written consent, the resolutions attached hereto asExhibit A and to the taking of the actions contemplated thereby.
This consent may be executed in multiple counterparts, which taken together, shall represent one and the same instrument and action of the Board of Directors. A copy of this consent, signed and delivered by telecopy, facsimile or electronic transmission, shall be considered an original, executed consent.
IN WITNESS WHEREOF, the undersigned have executed this consent this 10th day of September, 2012.
| /s/ Robert B. Hellman, Jr. | /s/ Brian F. Bierbach | |||
| Robert B. Hellman, Jr. | Brian F. Bierbach | |||
| /s/ Eileen A. Aptman | /s/ Donald H. Anderson | |||
| Eileen A. Aptman | Donald H. Anderson | |||
| /s/ Edward O. Diffendal | /s/ David L. Page | |||
| Edward O. Diffendal | David L. Page | |||
| /s/ L. Kent Moore | /s/ Gerald A. Tywoniuk | |||
| L. Kent Moore | Gerald A. Tywoniuk | |||
EXHIBIT A
RESOLVED, that a shelf Registration Statement on Form S 3 (together with any replacement shelf registration statement filed as provided in Rule 415 under the Securities Act of 1933, as amended, the “Registration Statement”) and any amendments thereto (including, without limitation, post-effective amendments and any new registration statement filed pursuant to Rule 462 under the Act) shall be signed, respectively, by the appropriate officers and directors of the American Midstream GP, LLC, a Delaware limited liability company, (the “General Partner”) in its individual capacity and in its capacity as general partner of the Partnership, and in its capacity as the Sole Member of American Midstream, LLC, a Delaware limited liability company, in its individual capacity and in its capacity as the sole member of the entities (the “Co-registrants”) listed onSchedule I hereto and the Co-registrants or by either or both of Brian F. Bierbach and Daniel C. Campbell, acting as attorney in fact (the “Attorneys in Fact”) on behalf of such officers or directors, such officers and directors being hereby authorized and empowered to designate either or both of the Attorneys in Fact as their attorney in fact and to grant to each of them full power and authority to sign any amendments to the Registration Statement (including post effective amendments and any new registration statement filed pursuant to Rule 462 under the Act) in their name and on their behalf as officers or directors of the General Partner and the Co-registrants, as appropriate; and further
Schedule I
Co-Registrant | State or Other Jurisdiction of Incorporation or Organization | |
American Midstream, LLC | Delaware | |
American Midstream Chatom, LLC | Delaware | |
American Midstream Chatom Unit 1, LLC | Delaware | |
American Midstream Chatom Unit 2, LLC | Delaware | |
American Midstream Marketing, LLC | Delaware | |
American Midstream (Burns Point), LLC | Delaware | |
American Midstream (Alabama Gathering), LLC | Alabama | |
American Midstream (Alabama Intrastate), LLC | Alabama | |
American Midstream (AlaTenn), LLC | Alabama | |
American Midstream (Bamagas Intrastate), LLC | Delaware | |
American Midstream (Louisiana Intrastate), LLC | Delaware | |
American Midstream (Midla), LLC | Delaware | |
American Midstream (Mississippi), LLC | Delaware | |
American Midstream (SIGCO Intrastate) | Delaware | |
American Midstream (Tennessee River), LLC | Alabama | |
American Midstream Offshore (Seacrest), LP | Texas | |
American Midstream Onshore Pipelines, LLC | Delaware | |
Mid Louisiana Gas Transmission | Delaware |