U.S. $28,208,630.60 TERM LOAN CREDIT AGREEMENT Dated as of May 28, 2020 among SUMMIT MIDSTREAM HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO, and SMP TOPCO, LLC, as Administrative AgentCredit Agreement • June 2nd, 2020 • Summit Midstream Partners, LP • Natural gas transmission
This TERM LOAN CREDIT AGREEMENT dated as of May 28, 2020 (as amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”), is by and among SUMMIT MIDSTREAM HOLDINGS, LLC, a limited liability company organized under the laws of Delaware (together with any permitted successors or assigns pursuant to the provisions of Section 6.05(b)(v), the “Borrower”), the LENDERS party hereto from time to time and SMP TOPCO, LLC, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”).
GUARANTEE AND COLLATERAL AGREEMENT Dated as of May 28, 2020, among SUMMIT MIDSTREAM PARTNERS, LP, as a Guarantor and a Pledgor, SUMMIT MIDSTREAM HOLDINGS, LLC, as a Pledgor and a Grantor, each SUBSIDIARY GUARANTOR identified herein each in the...Guarantee and Collateral Agreement • June 2nd, 2020 • Summit Midstream Partners, LP • Natural gas transmission • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 28, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is by and among SUMMIT MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), SUMMIT MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Parent”), each Subsidiary listed on the signature pages hereof as a “Subsidiary Guarantor”, “Pledgor” or “Grantor”, each Subsidiary that shall, at any time after the date hereof, become a Subsidiary Guarantor, Pledgor or Grantor pursuant to Section 7.15 hereof, and MIZUHO BANK (USA), as collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”) for the Secured Parties.
SUMMIT MIDSTREAM PARTNERS, LP WARRANT TO PURCHASE COMMON UNITSPurchase Agreement • June 2nd, 2020 • Summit Midstream Partners, LP • Natural gas transmission • Delaware
This Warrant is authorized under the terms of the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 22, 2019 (as such agreement may be amended from time to time, the “Partnership Agreement”), and is issued in connection with that certain Purchase Agreement (as such agreement may be amended from time to time, the “Purchase Agreement”) dated as of May 3, 2020, by and among Energy Capital Partners II, LP, a Delaware limited partnership, Energy Capital Partners II-A, LP, a Delaware limited partnership, Energy Capital Partners II-B IP, LP, a Delaware limited partnership, Energy Capital Partners II-C (Summit IP), LP, a Delaware limited partnership, Energy Capital Partners II (Summit Co-Invest), LP, a Delaware limited partnership, Summit Midstream Management, LLC, a Delaware limited liability company, SMP TopCo, LLC, a Delaware limited liability company (“SMP TopCo”), the Original Warrantholder (as defined below), the Partnership, and for the li
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of May 28, 2020Fourth • June 2nd, 2020 • Summit Midstream Partners, LP • Natural gas transmission • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUMMIT MIDSTREAM PARTNERS, LP dated as of May 28, 2020, is entered into by and between Summit Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
GUARANTEE AND COLLATERAL AGREEMENT Dated as of March 21, 2017, by and among SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC, as Grantor, SUMMIT MIDSTREAM PARTNERS, LLC, as Pledgor and as Guarantor, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral AgentGuarantee and Collateral Agreement • June 2nd, 2020 • Summit Midstream Partners, LP • Natural gas transmission • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 21, 2017 (as amended, amended and restated, supplemented or otherwise modified form time to time, this “Agreement”), is entered into among SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), as Grantor, SUMMIT MIDSTREAM PARTNERS, LLC, a Delaware limited liability company (the “Parent”), as Pledgor and as Guarantor, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII of the Loan Agreement referred to below, the “Collateral Agent”) for the Secured Parties (as defined in the Loan Agreement referred to below).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SUMMIT MIDSTREAM GP, LLC A Delaware Limited Liability Company Dated as of May 28, 2020Limited Liability Company Agreement • June 2nd, 2020 • Summit Midstream Partners, LP • Natural gas transmission • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Summit Midstream GP, LLC (the “Company”), a limited liability company formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”), is made and entered into as of May 28, 2020 by Summit Midstream Partners Holdings, LLC, a Delaware limited liability company (“SMP Holdings”), the sole member of the Company.
OPERATION AND MANAGEMENT SERVICES AGREEMENTOperation and Management Services Agreement • June 2nd, 2020 • Summit Midstream Partners, LP • Natural gas transmission • Delaware
OPERATION AND MANAGEMENT SERVICES AGREEMENT (“Agreement”) dated as of May 28, 2020, by and between Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), Summit Midstream GP LLC, a Delaware limited liability company and general partner of the Partnership (the “General Partner”), Summit Midstream Holdings, LLC, a Delaware limited liability company and subsidiary of the Partnership (“Summit Holdings” and, together with the Partnership and the General Partner, the “Summit Entities”), and Summit Operating Services Company, LLC, a Delaware limited liability company and subsidiary of the Partnership (the “Operator”). Each of the Summit Entities and the Operator may be referred to herein individually as “Party” or collectively as “Parties.”
TERM LOAN AGREEMENT Dated as of March 21, 2017 among SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC, as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent CREDIT...Assignment and Assumption • June 2nd, 2020 • Summit Midstream Partners, LP • Natural gas transmission • New York
This TERM LOAN AGREEMENT dated as of March 21 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into among SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”) and as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to the provisions of Article VIII, the “Collateral Agent”).
PARI PASSU INTERCREDITOR AGREEMENT dated as of May 28, 2020 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Revolving Credit Facility Collateral Agent,Passu Intercreditor Agreement • June 2nd, 2020 • Summit Midstream Partners, LP • Natural gas transmission • New York
PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) dated as of May 28, 2020, among WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Revolving Credit Facility Secured Parties (as defined below) (in such capacity and together with its successors and permitted assigns in such capacity, the “Revolving Credit Facility Collateral Agent”), Mizuho Bank (USA), as collateral agent for the NewCo Term Loan Secured Parties (as defined below) (in such capacity and together with its successors and permitted assigns in such capacity, the “NewCo Term Loan Collateral Agent”), Mizuho Bank (USA), as collateral agent for the SMLP Holdings Term Loan Secured Parties (as defined below) (in such capacity and together with its successors and permitted assigns in such capacity, the “SMLP Holdings Term Loan Collateral Agent”), and each of the Grantors (as defined below) from time to time party hereto.
