Exhibit 3.1
Execution Version
AMENDMENT NO. 4
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
SANCHEZ MIDSTREAM PARTNERS GP LLC
This Amendment No. 4 to Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Amendment”) of Sanchez Midstream Partners GP LLC (the “Company”), a Delaware limited liability company and sole general partner of Sanchez Midstream Partners LP, a Delaware limited partnership (the “Partnership”), is made and entered into as of September 7, 2020, by SP Holdings, LLC, a Texas limited liability company (“Holdings”), as the sole Member of the Company.
RECITALS
WHEREAS, on March 2, 2015, Holdings entered into that certain Limited Liability Company Agreement of the Company, as amended by Amendment No. 1 thereto dated May 8, 2015, Amendment No. 2 thereto dated October 14, 2015 and Amendment No. 3 thereto dated August 2, 2019 (as amended, the “Original LLC Agreement”);
WHEREAS, the Partnership is currently a “smaller reporting company” (as such term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”));
WHEREAS, as a result of being a smaller reporting company, Section 801(h) of the NYSE American LLC Company Guide (the “NYSEA Guide”) requires that the Partnership maintain an audit committee of at least two (2) members, comprised solely of independent directors who also meet the requirements of Rule 10A-3 under the Exchange Act;
WHEREAS, as a result of the Partnership’s status as a smaller reporting company and the requirements of the NYSEA Guide, Holdings desires to amend the Original LLC Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the premises, the covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Holdings, as the sole Member of the Company, hereby enters into this Amendment in its entirety as follows:
1. Amendments.
a. Section 6.2(a)(ii) of the Original LLC Agreement is hereby amended and restated in its entirety to read as follows:
(ii) Unless permitted otherwise pursuant to the Securities Exchange Act and the rules and regulations of the SEC thereunder and by the principal National Securities Exchange on which the securities of the Partnership are listed, the
