TABLE OF CONTENTS

 

Article I. DEFINITIONS		1
	Section 1.1.                          Definitions	1
	Section 1.2.                          Other Interpretive Provisions	5
Article II. EFFECTIVENESS		5
	Section 2.1.                          Effectiveness	5
Article III. REPRESENTATIONS AND WARRANTIES		5
	Section 3.1.                          Existence; Authority; Enforceability	6
	Section 3.2.                          Absence of Conflicts	6
	Section 3.3.                          Consents	6
Article IV. GOVERNANCE OF THE COMPANY		6
	Section 4.1.                          Board of Directors	6
	Section 4.2.                          Removal of Designated Directors; Vacancies	6
	Section 4.3.                          Quorum	7
	Section 4.4.                          Voting	7
	Section 4.5.                          Expenses	7
	Section 4.6.                          Governing Documents	7
Article V. PURCHASE OF ADDITIONAL SERIES B PREFERRED UNITS		8
	Section 5.1.                          Purchase of Additional Series B Preferred Units	8
Article VI. APPROVAL RIGHTS		8
	Section 6.1.                          Required Approvals	8
	Section 6.2.                          Registration Rights Agreement	10
	Section 6.3.                          Tracking Events; Sales of Series B Conversion Units by the Partnership	13
Article VII. RESTRICTIONS ON TRANSFER		13
	Section 7.1.                          Restrictions on Transfer	13
	Section 7.2.                          Permitted Transfers	13
	Section 7.3.                          Tag-Along Rights	13
	Section 7.4.                          Right of First Offer.	15
	Section 7.5.                          Call Right	16
	Section 7.6.                          Permitted Transferees	17
	Section 7.7.                          Specific Performance	17
Article VIII. DEADLOCK		18
	Section 8.1.                          Disputes	18
	Section 8.2.                          Deadlock	18
Article IX. MISCELLANEOUS		18
	Section 9.1.                          Exculpation Among Investors.	18
	Section 9.2.                          No Restriction on Other Investor Activities.	18
	Section 9.3.                          No Fiduciary Duty; Investment Banking Services.	18
	Section 9.4.                          Regulatory Proceeding.	19
	Section 9.5.                          Authority; Effect	19
	Section 9.6.                          Notices	19
	Section 9.7.                          Remedies	20
	Section 9.8.                          Amendments	20
	Section 9.9.                          Termination	21
	Section 9.10.                        Governing Law	21
	Section 9.11.                        Consent to Jurisdiction	21
	Section 9.12.                        WAIVER OF JURY TRIAL	21
	Section 9.13.                        Merger; Binding Effect, Etc	21
	Section 9.14.                        Counterparts	22
	Section 9.15.                        Severability	22
	Section 9.16.                        No Recourse	22

 

This COORDINATION AND SECURITYHOLDERS' AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this "Agreement"), dated as of January 7, 2016, is made by and among (a) Enfield Holdings Advisors, Inc., a Delaware corporation (the "Company"), (b) Enfield Holdings, L.P., a Delaware limited partnership (the "Partnership"), (c) each of the Persons listed on Schedule I hereto and (d) each other Person that subsequently becomes a party hereto pursuant to the terms hereof.  Capitalized terms used and not defined herein shall have the meanings set forth in Section 1.1.

RECITALS

WHEREAS, the Company is the sole general partner of the Partnership, and the Investors are limited partners in the Partnership and shareholders in the Company;

WHEREAS, on December 6, 2015, the Partnership entered into that certain Convertible Preferred Unit Purchase Agreement (the "Purchase Agreement") with EnLink Midstream Partners, LP, a Delaware limited partnership ("ENLK"), pursuant to which the Partnership agreed to purchase from ENLK, and ENLK agreed to issue to the Partnership, Series B Preferred Units; and

WHEREAS, the parties hereto desire to set forth their agreements regarding certain matters with respect to their investments in the Company and the Partnership, including certain matters with respect to the governance of the Company and the Partnership, as well as the coordination of certain sales of Securities following the Closing.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS.

ARTICLE II.
EFFECTIVENESS.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES.

Each of the parties to this Agreement hereby represents and warrants to each other party to this Agreement that, as of the Closing Date:

ARTICLE IV.
GOVERNANCE OF THE COMPANY

ARTICLE V.
PURCHASE OF ADDITIONAL SERIES B PREFERRED UNITS

ARTICLE VI.
APPROVAL RIGHTS

 

 

provided, however, that no such approval of any Investor shall be necessary for (x) any matter under Section 6.1(a) (other than Sections 6.1(a)(iv) and 6.1(a)(vi)) if such Investor no longer holds any ENLK Units, (y) any matter under Section 6.1(a)(iv) if such Investor and its Affiliates no longer collectively hold at least 10% of the ENLK Units to which such Investor and its Affiliates were entitled as of the Closing and (z) any claim for indemnification under Section 6.1(a)(vi) unless such claim relates to a period during which such Investor owned Registrable Securities.

(i)      For so long as the Partnership owns any Registrable Securities and is otherwise entitled to exercise its right ("Initial Demand Right") to request that ENLK prepare and file an initial registration statement (the "Initial Registration Statement") under the Securities Act pursuant to Section 2.1(a) of the Registration Rights Agreement, either the TPG Investors, on the one hand, or the GS Investors, on the other hand, upon delivery of a written notice to the Partnership and the other Investor, may request that the Partnership exercise its Initial Demand Right and the Partnership, no earlier than three Business Days following receipt of such request, will exercise its Initial Demand Right in accordance with the Registration Rights Agreement; provided, however, that notwithstanding anything in this Section 6.2(a) or in the Registration Rights Agreement to the contrary, no Investor shall have the right to request that the Partnership exercise its Initial Demand Right after the date on which such Investor and its Affiliates no longer collectively own more than 50% of the Class A Units that such Investor and its Affiliates owned as of the Closing.

 

(ii)      If the Partnership has not exercised its Initial Demand Right, either the TPG Investors, on the one hand, or the GS Investors, on the other hand, to the extent such Investors directly own Registrable Securities and following prior consultation with the other Investors, may exercise any respective rights they may have to request that ENLK prepare and file an Initial Registration Statement pursuant to Section 2.1(a) of the Registration Rights Agreement; provided, however, that notwithstanding anything in this Section 6.2(a) or in the Registration Rights Agreement to the contrary, no Investor shall have the right to request that ENLK file an Initial Registration Statement after the date on which such Investor and its Affiliates no longer collectively own more than 50% of the Registrable Securities to which such Investor was entitled as of the Closing.

 

(iii)      Following the filing of the Initial Registration Statement, for so long as the Partnership owns any Registrable Securities and is otherwise entitled to exercise its right to request the filing of additional Registration Statements under Section 2.1(a) of the Registration Rights Agreement (each, an "Additional Demand Right"), either the TPG Investors, on the one hand, or the GS Investors, on the other hand, upon delivery of a written notice to the Partnership and the other Investor, may request that the Partnership exercise an Additional Demand Right and the Partnership, no earlier than three Business Days following receipt of such request, will exercise such Additional Demand Right in accordance with the Registration Rights Agreement; provided, however, that without the prior written consent of the other Investors, neither the TPG Investors, on the one hand, nor the GS Investors, on the other hand, shall have any right to request the filing of a number of additional Registration Statements pursuant to this Section 6.2(a)(iii) and Section 6.2(a)(iv) that is greater than such Investors' proportionate share (based on such Investors' then-current relative ownership of the Registrable Securities owned by all Investors) of the total number of Registration Statements that are permitted under Section 2.1(a) of the Registration Rights Agreement, rounded to the nearest whole number.

 

(iv)      Following the filing of the Initial Registration Statement, if any of the TPG Investors, on the one hand, or the GS Investors, on the other hand, directly owns any Registrable Securities, such Investor may exercise any rights it may have to request the filing of additional Registration Statements under Section 2.1(a) of the Registration Rights Agreement; provided, however, that such Investor provides written notice to the other Investor at least five Business Days prior to making any such request; provided further, that without the prior written consent of the other Investors, neither the TPG Investors, on the one hand, nor the GS Investors, on the other hand, shall have any right to request the filing of a number of additional Registration Statements pursuant to Section 6.2(a)(iii) and this Section 6.2(a)(iv) that is greater than such Investors' proportionate share (based on such Investors' then-current relative ownership of the Registrable Securities owned by all Investors) of the total number of Registration Statements that are permitted under Section 2.1(a) of the Registration Rights Agreement, rounded to the nearest whole number.

 

(i) For so long as the Partnership owns any Registrable Securities and is otherwise entitled to exercise its rights with respect to participating in (or withdrawing from) a "Piggyback Registration" pursuant to Section 2.2(a) of the Registration Rights Agreement, either the TPG Investors, on the one hand, or the GS Investors, on the other hand, upon delivery of a written notice to the Partnership and the other Investor, may request that the Partnership exercise such rights no earlier than one Business Day following receipt of such request.

 

(ii)  If any of the TPG Investors, on the one hand, or the GS Investors, on the other hand, directly own any Registrable Securities, subject to Section 7.3, such Investor may exercise any rights it may have with respect to participating in (or withdrawing from) a "Piggyback Registration" pursuant to Section 2.2(a) of the Registration Rights Agreement, provided that the Investors will cooperate in good faith to facilitate the sale of Registrable Securities by such Investor, including with respect to any sales in which the TPG Investors and GS Investors both elect to participate in other than on a pro rata basis.  Prior to any such exercise, such Investor (the "Notifying Investor") shall provide the other Investors with at least one Business Day's prior notice (a "Piggyback Notice") of the Notifying Investor's intention to include Registrable Securities in any offering pursuant to Section 2.2(a) of the Registration Rights Agreement.  Each Piggyback Notice shall specify the earliest time at which the Notifying Investor intends to include Registrable Securities in any such offering pursuant to Section 2.2(a) of the Registration Rights Agreement, as well as the aggregate number of Registrable Securities to be included by such Notifying Investor in such offering.

 

(i) For so long as the Partnership owns any Registrable Securities and is otherwise entitled to exercise its right to dispose of Registrable Securities in an Underwritten Offering pursuant to Section 2.3(a) of the Registration Rights Agreement (each, an "Underwritten Offering Right"), either the TPG Investors, on the one hand, or the GS Investors, on the other hand, upon delivery of a written notice to the Partnership and the other Investor, may request that the Partnership exercise an Underwritten Offering Right and the Partnership, no earlier than one Business Day following receipt of such request, will exercise an Underwritten Offering Right in accordance with the Registration Rights Agreement; provided, however, that without the prior written consent of the other Investors, neither the TPG Investors, on the one hand, nor the GS Investors, on the other hand, shall have any right to request the Partnership dispose of Registrable Securities in a number of Underwritten Offerings pursuant to this Section 6.2(c)(i) and Section 6.2(c)(ii) that is greater than such Investors' proportionate share (based on such Investors' then-current relative ownership of the Registrable Securities owned by all Investors) of the total number of Underwritten Offerings permitted under Section 2.3(a) of the Registration Rights Agreement, rounded to the nearest whole number.

 

(ii) If any of the TPG Investors, on the one hand, or the GS Investors, on the other hand, directly own any Registrable Securities, subject to Section 7.3, such Investor may exercise any rights it may have as a Selling Holder to dispose of Registrable Securities in an Underwritten Offering under Section 2.3(a) of the Registration Rights Agreement; provided, however, that such Investor provides written notice to the other Investor at least one Business Day prior to making any such request; provided, further, that without the prior written consent of the other Investors, neither the TPG Investors, on the one hand, nor the GS Investors, on the other hand, shall have any right to dispose of Registrable Securities in a number of Underwritten Offerings pursuant to Section 6.2(c)(i) and this Section 6.2(c)(ii) that is greater than such Investors' proportionate share (based on such Investors' then-current relative ownership of the Registrable Securities owned by all Investors) of the total number of Underwritten Offerings permitted under Section 2.3(a) of the Registration Rights Agreement, rounded to the nearest whole number.

 

ARTICLE VII.
RESTRICTIONS ON TRANSFER

"The securities evidenced hereby are subject to a Call Right as set forth in that certain Coordination and Securityholders' Agreement, dated as of January 7, 2016, as amended, supplemented, modified or restated, from time to time (the "Securityholders' Agreement").  If such Call Right is exercised, the Company has the right (but not the obligation) to require certain holders of shares of Common Stock to tender all or a portion of their shares of Common Stock in exchange for the purchase price paid for such shares by such holders.  Upon the Company's exercise of the Call Right, all of the shares of Common Stock subject to such Call Right shall be automatically transferred to the Company, without any further action required from any other holder of shares of Common Stock."

ARTICLE VIII.
DEADLOCK

ARTICLE IX.
MISCELLANEOUS.

if to any of the TPG Investors, to:

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

Attention:  Ryan J. Maierson

Fax:  (713) 546-5401

Email: ryan.maierson@lw.com

if to any of the GS Investors, to:

Goldman, Sachs & Co.

200 West Street, 28^th Floor

New York, NY 10282

Attention:  Scott Lebovitz

Charlie Gailliot

Fax:  (212) 357-5505

Email: scott.lebovitz@gs.com; charlie.gailliot@gs.com

with a copy (which shall not constitute notice) to:

Goldman, Sachs & Co.

200 West Street

New York, NY 10282

Attention:  Deirdre Harding

Fax:  (212) 256-5392

Email: deirdre.harding@gs.com

and

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attention:  Robert C. Schwenkel, Esq.

Mark H. Lucas, Esq.

Fax:  (212) 859-4000

Email: robert.schwenkel@friedfrank.com; mark.lucas@friedfrank.com

Unless otherwise specified herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on the date received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) two Business Days after being sent by overnight courier.  Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

COMPANY:	ENFIELD HOLDINGS ADVISORS, INC.
	By:	/s/ Clive Bode
	Name:	Clive Bode
	Title:	Vice President
PARTNERSHIP:	ENFIELD HOLDINGS, L.P.
	By:	Enfield Holdings Advisors, Inc., its general partner
	By:	/s/ Clive Bode
	Name:	Clive Bode
	Title:	Vice President

 

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