Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Indenture

On July 26, 2024, Summit Midstream Partners, LP, a Delaware limited partnership (the "Partnership"), Summit Midstream Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership ("Summit Holdings" or the "Issuer"), certain of the Issuer's subsidiaries (the "Subsidiary Guarantors" and, together with the Partnership, the "Guarantors") and Regions Bank, as trustee and as collateral agent, entered into an indenture (the "Indenture"), pursuant to which the Issuer issued $575,000,000 in aggregate principal amount of the Issuer's 8.625% Senior Secured Second Lien Notes due 2029 (the "New Notes"). The New Notes are guaranteed on a senior second-priority basis by the Partnership and certain of the Partnership's existing and future subsidiaries and will initially be secured on a second-priority basis by substantially the same collateral that is pledged for the benefit of the Issuer's lenders under the Amended and Restated ABL Facility (as defined below).

The Issuer has used, or intends to use, the net proceeds from the sale of the New Notes, together with cash on hand and borrowings under the Amended and Restated ABL Facility (i) to repurchase or redeem all of the 8.500% Senior Secured Second Lien Notes due 2026 (the "2026 Secured Notes") and 5.75% Senior Notes due 2025 (the "2025 Notes") issued by the Issuer and Summit Midstream Finance Corp., a Delaware corporation and a wholly owned subsidiary of the Issuer ("Finance Corp."), (ii) to pay accrued and unpaid interest on the 2026 Secured Notes and the 2025 Notes and (iii) for general partnership purposes, including to pay fees and expenses associated with the offering of the New Notes and the 2026 Secured Notes Tender Offer (as defined below).

Interest and Maturity

The New Notes will mature on October 31, 2029, and interest on the New Notes is payable semi-annually in arrears on each February 15 and August 15, commencing February 15, 2025, to holders of record on the February 1 and August 1 immediately preceding the related interest payment date, at a rate of 8.625% per annum.

Optional Redemption

At any time prior to July 31, 2026, the Issuer may, from time to time, redeem up to 40% of the aggregate principal amount of the New Notes at a redemption price of 108.625% of the principal amount of the New Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Partnership, provided that the redemption occurs within 180 days of the date of the closing of each such equity offering and at least 60% of the aggregate principal amount of the New Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (unless all New Notes are redeemed substantially concurrently). In addition, prior to July 31, 2026, the Issuer may redeem the New Notes, in whole at any time or in part from time to time, at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) the Make Whole Premium (as defined in the Indenture) at the redemption date, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an Interest Payment Date (as defined in the Indenture) that is on or prior to the redemption date). On or after July 31, 2026, the Issuer may redeem the New Notes, in whole at any time or in part from time to time, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the New Notes redeemed to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the periods indicated below: