Exhibit 3.2
Sanchez Midstream Partners LP
1360 Post Oak Blvd, Suite 2400
Houston, TX 77056
November 16, 2020
Stonepeak Catarina Holdings LLC
55 Hudson Yards
550 W. 34th Street, 49th Floor
New York, NY 10001
Re: | Class C Preferred PIK Units payable under that certain Third Amended and Restated Agreement of Limited Partnership, dated as of August 2, 2019 (the “Partnership Agreement”) of Sanchez Midstream Partners LP (the “Partnership”). (Capitalized terms used but not defined herein have the respective meanings set forth therefor in the Partnership Agreement.) |
Mr. Howell & Mr. Taylor:
Subject to 5.9(d) of the Partnership Agreement, Section 13.1(d) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect. As you are aware, in light of the conflict of interest that may exist between the General Partner or its affiliates, including Stonepeak Catarina Holdings, LLC (“Stonepeak”), on the one hand, and the Partnership, any Group Member, any other Person who acquires an interest in a Partnership Interest or any person who is bound by the Partnership Agreement, on the other hand, in connection with this letter agreement and the transactions contemplated hereby, the board of directors of the General Partner (the “Board”) has referred the negotiation of the matters related hereto to the Conflicts Committee.
The Conflicts Committee considered: (i) the issuance of the Subject Common Units (as defined below) to Stonepeak and all other transactions contemplated by this letter agreement (the “Proposed Transaction”); and (ii) the terms and conditions of this letter agreement.
The Conflicts Committee has: (i) determined in good faith that the Proposed Transaction is advisable and fair to and in the best interests of the Partnership and the unitholders other than SP Holdings, LLC, the General Partner or their respective affiliates, including Stonepeak; (ii) approved the Proposed Transaction for the purposes of providing “Special Approval” under Section 7.9 of the Partnership Agreement; and (iii) recommended to the Board that it approve the Proposed Transaction and this letter agreement and the related agreements and documentation required for the Proposed Transaction (this letter agreement and such related agreements and documentation, the “Transaction Documents”).
The Board: (i) upon the recommendation of the Conflicts Committee, approved the Proposed Transaction and the Transaction Documents, (ii) determined that the Proposed Transaction and the Transaction Documents do not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, and (iii) authorized and empowered the officers of the General Partner to execute and deliver the Transaction Documents(collectively, the “Board Approvals”).
Stonepeak, in its capacity as the Class C Preferred Holder, agrees that the Transaction Documents and the Proposed Transactions do not adversely affect it in its capacity as a Limited Partner in any material respect.
