This Voting Agreement (this Agreement) is made and entered into as of June 12, 2019, by and among Apache Corporation, a Delaware corporation (Apache), Altus Midstream Company, a Delaware corporation (the Company), and Magnetar Financial LLC and CALTM Holdings, LLC (the Lead Purchasers). Each party hereto is referred to individually as a Party, and collectively as the Parties.
WHEREAS, as of the date hereof, Apache is the record or beneficial owner or has sole or shared voting power with respect to 7,313,028 shares of Class A Common Stock of the Company (Class A Common Stock) and 250,000,000 shares of Class C Common Stock of the Company (Class C Common Stock, and together with the Class A Common Stock, Company Common Stock);
WHEREAS, concurrently with the execution of this Agreement, Altus Midstream LP, a Delaware limited partnership and controlled subsidiary of the Company (the Partnership) has issued and sold (the Issuance) its Series A Cumulative Redeemable Preferred Units (the Series A Preferred Units) to the Purchasers pursuant to the terms and conditions of the Unit Purchase Agreement, dated as of May 8, 2019 (the Unit Purchase Agreement), by and among the Partnership, the Company, and the Lead Purchasers, among others;
WHEREAS, each Series A Preferred Unit may be exchanged for shares of Class A Common Stock in the manner and subject to the terms and conditions set forth in the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of June 12, 2019 (the Partnership Agreement);
WHEREAS, because it is possible that the Series A Preferred Units could be exchanged (the Potential Exchange) for a number of shares of Class A Common Stock equal to or greater than twenty percent (20%) of the then-outstanding voting power of the Company, the Company has agreed in the Unit Purchase Agreement to submit the terms of the Potential Exchange to its stockholders in one or more proposals for approval at an annual or special meeting of its stockholders (any such proposal, a Stockholder Proposal);
WHEREAS, the Partnership Agreement restricts the general partner of the Partnership, the Partnership, and the Company from taking certain actions described in the definition of Series A Restricted Action in the Partnership Agreement (the Series A Restricted Actions); and
WHEREAS, the Parties desire to enter into this Agreement to provide for the manner in which Apache shall vote any and all shares of Company Common Stock it beneficially owns from time to time (the Shares) with respect to any Stockholder Proposal and any Series A Restricted Action.