Certain identified information (indicated by [***]) has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
STRICT FORECLOSURE AGREEMENT
This Strict Foreclosure Agreement, dated as of November 17, 2020 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), by and among Summit Midstream Partners Holdings, LLC, a Delaware limited liability company (the Borrower), Summit Midstream Partners, LLC, a Delaware limited liability company (the Parent and, together with the Borrower, the Debtors), and Credit Suisse AG, Cayman Islands Branch, as collateral agent for and on behalf of the Lenders (as defined below) (in such capacity, the Collateral Agent).
I. The Borrower is party to that certain Term Loan Agreement, dated as of March 21, 2017 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the Credit Agreement), by and among the Borrower, the lenders from time to party thereto (collectively, the Lenders), the Collateral Agent and Credit Suisse AG, Cayman Islands Branch, in its capacity the Administrative Agent (as defined therein) (the Administrative Agent and the Collateral Agent, each, an Agent and, unless the context requires otherwise, collectively, the Agents). All capitalized but undefined terms used herein shall have the meanings as set forth in the Credit Agreement or, if not defined therein, in the Collateral Agreement (as defined below).
II. Pursuant to the Credit Agreement, the Borrower has received Loans and other financial accommodations from the Lenders. As of the Effective Time, (i) the aggregate amount of outstanding Obligations is equal to $157,644,400.00, comprising (A) outstanding Loan principal in an aggregate amount equal to $155,200,000.00 and (B) accrued and unpaid interest and other Obligations (other than the outstanding principal) in an aggregate amount equal to $2,444,400.00 and (ii) there are no outstanding secured Swap Obligations. Accordingly, the Obligations constitute the only outstanding Secured Obligations for all purposes under the Loan Documents and otherwise.
III. In connection with the Borrowers entry into the Credit Agreement and the Loans and other credit extensions and accommodations made to the Borrower by the Lenders thereunder, the Borrower, as Grantor, the Parent, as Pledgor and Guarantor, and the Collateral Agent entered into that certain Guarantee and Collateral Agreement, dated as of March 21, 2017 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the Collateral Agreement), pursuant to which the Parent guaranteed the payment and performance of the Secured Obligations, and the Debtors pledged in favor of the Collateral Agent (acting as agent for the benefit of the Lenders, as ultimate pledgees and beneficiaries of the rights granted under such pledge), and granted to the Collateral Agent (acting as agent for the benefit of the Lenders) a security interest in, and Lien on, the Collateral (including 34,604,581 common units (2,306,972 common units when adjusted for a 1-for-15 reverse common unit split) representing limited partner interests in Summit Midstream Partners, LP (the SMLP Common Equity) owned by the Borrower as of March 21, 2017 (such SMLP Common Equity, the Specified Collateral)).