Exhibit 99.1
Execution Version
Stonepeak Catarina Holdings LLC
55 Hudson Yards, 550 W. 34th St., 48th Floor
New York, NY 10001
August 2, 2019
Sanchez Midstream Partners LP
Attention: Charles C. Ward
1000 Main Street, Suite 3000
Houston, Texas 77002
Re: Certain Agreements Relating to Board Representation Rights
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Board Representation and Standstill Agreement (the “Agreement”), dated as of August 2, 2019, among Stonepeak Catarina Holdings LLC, a Delaware limited liability company (“Stonepeak”), Sanchez Midstream Partners GP LLC, a Delaware limited liability company (the “General Partner”), and sole general partner of Sanchez Midstream Partners LP, a Delaware limited partnership (“Partnership”, and together with Stonepeak and the General Partner, the “Parties”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Agreement.
For and in consideration of the premises and mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, and notwithstanding anything to the contrary set forth in the Agreement, the Parties hereby acknowledge and agree as follows:
From the date of this letter agreement until the earlier of (i) the Second Designation Right Termination Event and (ii) the transfer of any of the Class C Preferred Units to any Person who is not an Affiliate of Stonepeak, the Parties agree that, in the event that the number of Directors comprising the Board increases to more than nine (9) Directors, for each additional Director added, the Sanchez Entities shall take all actions necessary or advisable to cause an additional Director to be added to the Board, to be designated by Stonepeak in its sole discretion (and which shall not be deemed to be an independent Director for the purposes hereof or the Agreement), subject only to the qualification restrictions on Stonepeak Designated Directors as set forth in the Agreement. Following the Second Designation Right Termination Event, the General Partner shall promptly remove all Directors serving on the Board that have been designated by Stonepeak (including the Stonepeak Designated Directors appointed pursuant to Section 1(a) of the Agreement or Directors appointed pursuant to this letter agreement) and shall fill all resulting vacancies in accordance with the GP LLC Agreement.
This letter agreement modifies the Agreement to the extent set forth herein, is hereby incorporated by reference into the Agreement and is made a part thereof. Except as expressly modified hereby, the Agreement is hereby ratified and confirmed in all respects and remains in full force and effect. The execution, delivery and performance of this letter agreement shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Parties under the Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the undersigned has executed this letter agreement on the date first set forth above.
| SANCHEZ MIDSTREAM PARTNERS GP LLC |
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| By: | /s/ Charles C. Ward |
| Name: | Charles C. Ward |
| Title: | Chief Financial Officer |
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| SANCHEZ MIDSTREAM PARTNERS LP |
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| By: Sanchez Midstream Partners GP LLC, |
| | its general partner |
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| By: | /s/ Charles C. Ward |
| Name: | Charles C. Ward |
| Title: | Chief Financial Officer |
Signature Page to Letter Agreement (Board Size)
| STONEPEAK: |
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| STONEPEAK CATARINA HOLDINGS LLC |
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| By: | STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member |
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| By: | STONEPEAK ASSOCIATES LLC, its general partner |
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| By: | STONEPEAK GP HOLDINGS LP, its sole member |
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| By: | STONEPEAK GP INVESTORS LLC, its general partner |
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| By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member |
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| By: | /s/ Jack Howell |
| Name: | Jack Howell |
| Title: | Senior Managing Director |
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Signature Page to Letter Agreement (Board Size)
