Page 7 of 14 SEC Filing
In the event of any liquidation, dissolution
and winding up of the Issuer or a sale, exchange or other disposition of all or substantially all of the assets of the Issuer,
either voluntary or involuntary, the holders of the Series B Preferred Units shall be entitled to receive, out of the assets of
the Issuer available for distribution to the members of the Issuer or any assignees, prior and in preference to any distribution
of any assets of the Issuer to the holders of any other class or series of securities, the positive value in each such holder’s
capital account in respect of such Series B Preferred Units.
Lock-Up Agreement
Enfield Holdings agreed in the Purchase
Agreement, subject to certain exceptions, not to dispose of or hedge any Series B Preferred Units or Common Units into which the
Series B Preferred Units convert for a period ending on the date that is 18 months from January 7, 2016, except with the prior
written consent of the Issuer.
Board Representation Agreement
The Issuer, the EnLink General Partner, EnLink
Midstream, Inc. and TPG VII Management, LLC (“TPG VII Management”) entered into a Board Representation Agreement
(the “Board Representation Agreement”), dated as of January 7, 2016. Pursuant to the Board Representation Agreement,
TPG VII Management was granted the right to appoint one new member of the EnLink General Partner’s board of directors.
TPG VII Management designated Christopher Ortega,
a TPG partner. Mr. Ortega was appointed to the EnLink General Partner’s board of directors on January 7, 2016.
Any director designated by TPG VII Management
can be removed by TPG VII Management at any time, with or without cause, and by a majority of the other directors then serving
on the EnLink General Partner’s board of directors only for cause. Any vacancy shall be filled solely by TPG VII Management.
TPG VII Management’s right to designate a member of the EnLink General Partner’s board of directors terminates upon
the earlier to occur of (i) Enfield Holdings and its affiliates hold a number of Series B Preferred Units and converted Common
Units that is less than 25% of the number of Series B Preferred Units initially issued to Enfield Holdings pursuant to the Purchase
Agreement, (ii) Enfield Holdings and its affiliates hold a number of Common Units (including Common Units into which any Series
B Preferred Units are convertible) that is less than 7.5% of the Common Units then outstanding, or (iii) Enfield Holdings ceases
to be an affiliate of TPG Capital, L.P.
Registration Rights Agreement
The Issuer and Enfield Holdings entered into
a Registration Rights Agreement, dated as of January 7, 2016 (the “Registration Rights Agreement”). The Registration
Rights Agreement provides that the Issuer will prepare and file up to four shelf registration statements for the resale of the
Common Units into which the Series B Preferred Units may convert as soon as practicable following receipt of written notice from
holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement). The Registration Rights
Agreement also provides holders of Registrable Securities with piggyback rights and rights with respect to underwritten offerings.
The Registration Rights Agreement contains representations, warranties, covenants and indemnities that are customary for private
placements by public companies.
Coordination Agreement
The Coordination and Securityholders’
Agreement, dated as of January 7, 2016 (the “Coordination Agreement”), by and among Enfield Holdings, Enfield
Holdings Advisors, WSEP Egypt Holdings, LP, WSIP Egypt Holdings, LP (together with WSEP Egypt Holdings, LP, and each of their affiliates,
the “GS Investors”), TPG VII Egypt Holdings, L.P. and TPG Advisors VII (together with TPG VII Egypt Holdings,
L.P. and each of their affiliates, the “TPG Investors” and together with the GS Investors, the “Investors”)
sets forth certain agreements, including with respect to governance, transfer restrictions, the purchase of additional securities,
the exercise of rights under the Registration Rights Agreement and certain other matters.
Pursuant to the Coordination Agreement,
for so long as the number of securities representing limited partner interests in Enfield Holdings (the “Partnership Securities”)
owned by each Investor (and its affiliates) continues to represent at least 10% of the issued and outstanding Partnership Securities,
the board of directors of Enfield Holdings Advisors will consist of two directors, one designated by the TPG Investors and one
designated by the GS Investors.
| Page 7 of 13 Pages |
