(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Entry into a Material Definitive Agreement.

Exhibits.

Exhibit

Number

Description

Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. The Partnership agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

Summit Midstream Partners, LP

Summit Midstream Partners Holdings, LLC (“SMPH”);

Summit Midstream Partners, LLC (“SMP” and with SMPH, the “Company”);

Summit Midstream Partners, LP (“SMLP”) solely with respect to Sections 4(a)(iv)(B), 4(a)(iv)(C), 5, 8 and 27 herein;

each of the beneficial owners (or nominees, investment managers, advisors or subadvisors for, or subaccount or funds of, the beneficial owners) of the Term Loan Claims, in each case, as identified on the signature pages hereto (each, an “Initial Directing Lender” and, collectively, the “Initial Directing Lenders”); and

each of the other beneficial owners (or nominees, investment managers, advisors, or subadvisors for, or subaccounts or funds of, the beneficial owners) of the Term Loan Claims that becomes a party to this Agreement after the TSA Effective Date in accordance with the terms hereof by executing and delivering a Joinder Agreement (each such Person described in this clause (e), together with the Initial Directing Lenders, a “Directing Lender” and, collectively, the “Directing Lenders”).

“Additional Consideration” means $6.5 million cash.

“Affiliate” means, with respect to any Person, any other Person controlled by, controlling or under common control with such Person; provided the Company shall not be deemed to be Affiliates of any Directing Lender and no Directing Lender shall be deemed to be an Affiliate of the Company. As used in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).

“Ad Hoc Group” means the ad hoc group of certain beneficial owners (or nominees, investment managers, advisors or subadvisors for certain beneficial owners) of the Term Loan Claims, as may be reconstituted from time to time, represented by Stroock.

“Ad Hoc Group Advisors” means, collectively, (i) Stroock, as counsel to the Ad Hoc Group, and (ii) such other professionals that may be retained by or on behalf of the Ad Hoc Group; provided, however, that such other professionals’ fees and expenses, if any, shall be considered Ad Hoc Group Fees and Expenses only upon the Company’s written consent, which consent shall not be unreasonably withheld.

“Ad Hoc Group Fees and Expenses” means all reasonable and documented fees and expenses of the Ad Hoc Group, including, without limitation, the reasonable and documented fees and all out-of-pocket costs and expenses of Stroock, and, to the extent the Company has provided written consent in accordance with the definition of “Ad Hoc Group Advisors”, any other Ad Hoc Group Advisors, in each case, in connection with the negotiation, formulation, preparation, execution, delivery, implementation, consummation, and/or enforcement of this Agreement, the Term Sheet, the Transaction, and/or any of the other Definitive Documents, and/or any of the transactions contemplated by (and/or any amendments, waivers, consents, supplements or other modifications to) any of the foregoing; provided

“Agreement” has the meaning set forth in the recitals of this Agreement.

“Alternative Transaction” means any reorganization (including, for the avoidance of doubt, a transaction premised on an asset sale or a chapter 11 plan other than one that implements the Transaction, or otherwise), proposal, offer, dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of assets, recapitalization, or restructuring in any jurisdiction anywhere in the world for any entity of the Company other than the Transaction.

“Applicable Period” has the meaning set forth in Section 27.

“Backup Transaction” has the meaning set forth in the Section 28.

“Backup Transaction Documents” means all documents that are necessary to implement, or otherwise relate to the Backup Transaction, which Backup Transaction Documents shall be reasonably acceptable to both the Company and the Requisite Directing Lenders.

“Backup Transaction Toggle Date” means the date that is sixty (60) days following the end of the Solicitation Period or such later date as may be agreed to by the Requisite Directing Lenders and the Company.

“Baker Botts” means Baker Botts LLP, as securities counsel to the Company.

“Blackout Notice” has the meaning set forth in Section 27.

“Blackout Period” has the meaning set forth in Section 27.

“Business Day” means any day other than a day which is a Saturday, Sunday, or legal holiday on which banks in the City of New York are authorized or obligated by Law to close.

“Claims” has the meaning ascribed to such term in section 101(5) of title 11 of the United States Code.

“Claims and Interests” means, as applicable, the Term Loan Claims, the Other Claims, and/or any existing Equity Interests in the Company, SMLP or any of their Affiliates.

“Closing Date” means the date upon which the Transaction is consummated, as further described in the Term Sheet (which, for the avoidance of doubt, will be the same date as the Effective Time (as defined in the Strict Foreclosure Agreement) or the effective date of the Company’s chapter 11 plan of reorganization if the Backup Transaction is consummated, as applicable), which shall be no earlier than at least one (1) Business Day following conclusion of the Solicitation Period.

“Company” has the meaning set forth in the recitals of this Agreement.

“Consent Premium” means $20 million cash.

“Consent Agreement” has the meaning set forth in the recitals of this Agreement.

“Credit Agreement” has the meaning set forth in the recitals of this Agreement.

“Definitive Documents” means all documents (including, without limitation, the Strict Foreclosure Direction, the Strict Foreclosure Agreement, the Mutual Release Agreement, the Consent Agreement, the Questionnaire, the Backup Transaction Documents (as applicable), and any other related orders, agreements, instruments, schedules, or exhibits) that are contemplated by this Agreement and that are otherwise necessary to implement, or otherwise relate to the Transaction, which Definitive Documents must be reasonably acceptable to both the Company and the Requisite Directing Lenders; it being agreed that the forms of the Definitive Documents attached as Exhibits hereto and to the Term Sheet are reasonably acceptable to both the Company and the Requisite Directing Lenders.

“Directing Lender” has the meaning set forth in the recitals of this Agreement.

“DPPO” means the $180,750,000 deferred purchase price obligation owed from SMLP to SMPH.

“Equity Interests” means, with respect to any Person, (i) any capital stock (including common stock and preferred stock), limited liability company interests, partnership interests, or other equity, ownership, beneficial, or profits interests of such Person, and (ii) any options, warrants, securities, stock appreciation rights, phantom units, incentives, commitments, calls, redemption rights, repurchase rights, or other agreements, arrangements, or rights of any kind that are convertible into, exercisable, or exchangeable for, or otherwise permit any Person to acquire, any capital stock (including common stock and preferred stock), limited liability company interests, partnership interests, or other equity, ownership, beneficial, or profits interests of such Person.

“Event” means any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact.

“Governmental Entity” means any applicable federal, state, local or foreign government or any agency, bureau, board, commission, court or arbitral body, department, political subdivision, regulatory or administrative authority, tribunal or other instrumentality thereof, or any self-regulatory organization.

“Initial Directing Lender” has the meaning set forth in the recitals of this Agreement.

“Interpretive Guidance” has the meaning set forth in Section 4(a)(iv)(B) of this Agreement.

“Joinder Agreement” means the form of joinder agreement attached to this Agreement as Exhibit C.

“Kirkland” means, collectively, Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel to the Company.

“Law” means, in any applicable jurisdiction, any applicable statute or law (including common law), ordinance, rule, treaty, code or regulation and any decree, injunction, judgment, order, ruling, assessment, writ or other legal requirement, in any such case, of any applicable Governmental Entity.

“Loan Documents” has the meaning set forth in the recitals to this Agreement.

“Material Adverse Effect” means any Event occurring after the date hereof that individually, or together with all other Events occurring after the date hereof, has had, or would reasonably be expected to have, a material adverse effect on the ability of the Company or SMLP to perform their respective obligations under this Agreement or to consummate the Transaction.

“Milestones” has the meaning set forth in Section 4(a)(iv).

“Mutual Release Agreement” has the meaning set forth in the recitals to this Agreement.

“Outside Date” means February 15, 2021, as may be extended by agreement between the Requisite Directing Lenders and the Company.

“Other Claims” means any and all Claims against the Company, SMLP or any of their Affiliates, other than any Term Loan Claims.

“Party” has the meaning set forth in the recitals to this Agreement.

“Permitted Transfer” means a transfer of any Term Loan Claim that meets the requirements of Section 3(c).

“Permitted Transferee” means each transferee of any Term Loan Claim who meets the requirements of Section 3(c).

“Person” means an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization, a group, a Governmental Entity, or any legal entity or association.

“Pro Rata Share” means, other than in connection with the Consent Premium, with respect to each Lender, an amount calculated on the basis of the aggregate principal amount of outstanding Loans held by such Lender (determined as of the Closing Date but immediately prior to giving effect to the consummation of the Strict Foreclosure) as a percentage of the total amount of then-outstanding Loans held by all Term Loan Lenders in the aggregate.

“Qualified Marketmaker” means an entity that (i) holds itself out to the market as standing ready in the ordinary course of business to purchase from and sell to customers Term Loan Claims, or enter with customers into long and/or short positions in Term Loan Claims, in its capacity as a dealer or market maker in such Term Loan Claims, and (ii) is in fact regularly in the business of making a market in claims, interests and/or securities of issuers or borrowers.

“Questionnaire” means, if the Registration Statement is to be filed, the selling unitholder questionnaire to be distributed by SMLP to Term Loan Lenders to obtain information with respect to the Directing Lenders and Transaction Consenting Lenders that is required to be included in the Registration Statement, the form of which is attached to this Agreement as Exhibit D.

“Questionnaire Deadline” has the meaning set forth in Section 27.

“Registrable Securities” means the Specified Collateral held by the Directing Lenders and the Transaction Consenting Lenders, but only to the extent that such Persons become Directing Lenders or Transaction Consenting Lenders on or prior to the expiration of the Solicitation Period and provide SMLP with an executed Questionnaire on or prior to the Questionnaire Deadline. Registrable Securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities are sold pursuant to Rule 144 (or any similar provisions then in force) under the Securities Act, (iii) such securities have been otherwise transferred and a new certificate or other evidence of ownership for them that does not bear a legend restricting further transfer has been delivered to such transferee, or (iv) such securities shall have ceased to be outstanding.

“Registration Statement” has the meaning set forth in Section 27.

“Required Lenders” has the meaning set forth in the Credit Agreement.

“Requisite Directing Lenders” means, as of any date of determination, the Directing Lenders who own or control as of such date at least a majority of the aggregate principal amount of the Term Loans Claims owned or controlled by all of the members of the Ad Hoc Group in the aggregate as of such date, provided, however, that with respect to any (a) amendments to this Agreement or the Term Sheet, (b) waiver of any rights or obligations contained in this Agreement or the Term Sheet, including, without limitation, any of the conditions precedent contained herein or in the Term Sheet, or (c) extensions of any of the Milestones, the Backup Transaction Toggle Date, or the Outside Date, then, in each case, Requisite Directing Lenders shall mean the Directing Lenders who own or control as of such date at least 66% of the aggregate principal amount of the Term Loans Claims owned or controlled by all of the members of the Ad Hoc Group in the aggregate as of such date.

“Resale Registration” has the meaning set forth in Section 27.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended and including any rule or regulation promulgated thereunder.

“Seller Affiliates” has the meaning set forth in Section 27.

“Selling Expenses” means discounts and commissions payable to underwriters, selling brokers, dealer managers or other similar Persons engaged in the distribution of any of the Registrable Securities.

“Solicitation Period” means the fourteen (14) calendar day period commencing within two (2) Business Days of the TSA Effective Date, or such longer period as may be agreed to between the Requisite Directing Lenders and the Company, during which Term Loan Lenders can either (i) become Directing Lenders by execution of a Joinder Agreement or (ii) become Transaction Consenting Lenders by executing a Consent Agreement; provided, however, that the Requisite Directing Lenders shall have the right in their discretion to require that the Solicitation Period be extended by up to five (5) Business Days.

“SMGP” means Summit Midstream GP, LLC.

“SMLP” has the meaning set forth in the recitals of this Agreement.

“SMLP Contribution” has the meaning set forth in Section 5.

“SMP” has the meaning set forth in the recitals of this Agreement.

“SMPH” has the meaning set forth in the recitals of this Agreement.

“Specified Collateral” means the 34,604,581 common units representing limited partner interests in SMLP currently pledged to the Term Loan Agent, on behalf of the Term Loan Lenders, as collateral under the Credit Agreement; provided that the number of common units comprising the Specified Collateral shall be equitably adjusted in the event of a unit split, reverse unit split, combination, reclassification, recapitalization, exchange, unit dividend, or other distribution payable in common units with respect to the Specified Collateral that occurs prior to the Closing Date.

“Strict Foreclosure” means the delivery to the Term Loan Lenders of the Specified Collateral in accordance with Article 9 of the Uniform Commercial Code and the terms set forth in the Strict Foreclosure Agreement, which together with the Additional Consideration, shall be in full satisfaction of the Company’s obligations under the Credit Agreement (exclusive of any obligations contained therein that survive termination of the Credit Agreement in accordance with the terms set forth herein and in the Definitive Documents).

“Strict Foreclosure Agreement” has the meaning set forth in the recitals of this Agreement.

“Strict Foreclosure Direction” has the meaning set forth in the recitals of this Agreement.

“Stroock” means Stroock & Stroock & Lavan LLP as counsel to the Ad Hoc Group.

“Support Period” means, with respect to any Party, the period commencing on the TSA Effective Date applicable to such Party and ending on the date on which this Agreement is terminated in accordance with Section 6.

“Term Loan Agent” means Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent for the Term Loan Lenders under the Credit Agreement.

“Term Loan Agent Advisors” means, collectively, (i) Simpson Thacher & Bartlett LLP, as counsel to the Term Loan Agent, and (ii) such other professionals that may be retained by or on behalf of the Term Loan Agent; provided, however, that such other professionals’ fees and expenses, if any, shall be considered Term Loan Agent Fees and Expenses only upon the Company’s written consent, which consent shall not be unreasonably withheld.

“Term Loan Agent Fees and Expenses” means all reasonable and documented fees and expenses of the Term Loan Agent, including, without limitation, the reasonable and documented fees and all out-of-pocket costs and expenses of Simpson Thacher & Bartlett LLP, and, to the extent the Company has provided written consent in accordance with the definition of “Term Loan Agent Advisors”, any other Term Loan Agent Advisors, in each case, in connection with the negotiation, formulation, preparation, execution, delivery, implementation, consummation, and/or enforcement of this Agreement, the Term Sheet, the Transaction, and/or any of the other Definitive Documents, and/or any of the transactions contemplated by (and/or any amendments, waivers, consents, supplements or other modifications to) any of the foregoing.

“Term Loan Lenders” means the lenders party to the Credit Agreement as of the Closing Date.

“Term Loan Claims” means all claims held by the Term Loan Lenders party to the Credit Agreement derived from, based upon, or secured pursuant to the Loan Documents, including the approximately $155.2 million in principal amount outstanding, plus all interest, fees, expenses, costs, and other charges arising under or related to the Obligations (as defined in the Credit Agreement).

“Term Sheet” has the meaning set forth in the recitals of this Agreement.

“Transaction” has the meaning set forth in the recitals to this Agreement.

“Transaction Consenting Lender” means any holder of Term Loan Claims who has duly executed the Consent Agreement.

“Transfer” means sell, use, pledge, assign, transfer, permit the participation in, or dispose of.

“Transferee” has the meaning ascribed to such term in Section 3(c).

“Transfer Agreement” means the form of transfer agreement attached to this Agreement as Exhibit B.

“TSA Effective Date” has the meaning set forth in Section 13.

“UCC” means the Uniform Commercial Code, as adopted in the State of New York, and solely to the extent applicable to the transactions contemplated hereby, as adopted in other states,

in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural;

capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;

unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

unless otherwise specified, any reference herein to an existing document, schedule, or exhibit shall mean such document, schedule, or exhibit as it may have been or may be amended, restated, supplemented, or otherwise modified from time to time; provided that any capitalized terms herein which are defined with reference to another agreement, are defined with reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the date hereof;

unless otherwise specified, all references herein to “Sections” are references to Sections of this Agreement;

the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than to any particular portion of this Agreement;

captions and headings to Sections, paragraphs, and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement;

references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable limited liability company laws; and

the use of “include” or “including” is without limitation, whether stated or not.

Transaction Support. During the Support Period, subject to the terms and conditions hereof, each Directing Lender agrees, severally and not jointly, with respect to all claims held, that it shall:

support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement; provided that, other than as explicitly set forth herein, no Directing Lender shall be required to take any such action requested by the Company (other than execution and delivery of the Strict Foreclosure Direction) that would impose any material liability or obligation on such Directing Lender;

negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and the Term Sheet;

not direct the Term Loan Agent to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Directing Lender’s obligations under this Agreement;

execute and deliver the Strict Foreclosure Direction to the Term Loan Agent consistent with the terms of this Agreement and the Term Sheet;

(A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not, nor direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and

not, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Term Loan Claims against the Company, including in connection with any payment obligations of the Company under the Credit Agreement that come due during the Support Period, other than in accordance with this Agreement and/or the Definitive Documents; provided, however, that nothing in this clause (vi) shall require the Directing Lenders to waive any Default (as defined in the Credit Agreement) or Event of Default (as defined in the Credit Agreement) or any of the obligations arising under the Loan Documents; provided, further, that, other than as expressly set forth herein, each party to this Agreement shall forbear from exercising its respective rights or remedies under or with respect to the Credit Agreement and the other Loan Documents during the Support Period, and no party to this Agreement shall request that the Term Loan Agent exercise rights or remedies under or with respect to the Credit Agreement or the other Loan Documents during the Support Period, in each case to the extent inconsistent with this Agreement.

Rights of Directing Lenders Unaffected.

Except as expressly set forth herein, nothing contained herein, or in any of the confidentiality agreements in place between the Company, each of the Directing Lenders, and their respective advisors, shall:

limit (A) the rights of Directing Lenders under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, in each case, so long as the exercise of any such right is not inconsistent with such Directing Lender’s obligations hereunder; (B) the ability of a Directing Lender to purchase, sell, or enter into any transactions regarding the Term Loan Claims, subject to the terms hereof; (C) any right or remedy of any Directing Lender under, as applicable, any of the Loan Documents; (D) the ability of a Directing Lender to consult with any of the other Parties; or (E) the ability of a Directing Lender to enforce any right, remedy, condition, consent, or approval requirement under this Agreement or any of the Restructuring Documents;

constitute a waiver or amendment of any term or provision of (y) any of the Loan Documents, as applicable, or (z) any other agreement, instrument, or document that gives rise to a Directing Lender’s Term Loan Claims; or

constitute a termination or release of any liens granted in connection with the Term Loan Claims.

Nothing contained herein, or in any of the confidentiality agreements in place between the Company, each of the Directing Lenders, and their respective advisors, shall restrict the Ad Hoc Group Advisors or the Directing Lenders from engaging in discussions or communications amongst themselves.

Transfers. During the Support Period, subject to the terms and conditions hereof, each Directing Lender agrees, solely with respect to itself, that it shall not directly or indirectly Transfer any ownership (including any beneficial ownership)¹ in its Term Loan Claims, or any option thereon or any right or interest therein (including by granting any proxies or depositing any interests in such Term Loan Claims into a voting trust or by entering into a voting agreement with respect to such Term Loan Claims), unless the intended transferee (the “Transferee”) (A) is

As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of the voting rights and the disposition of, the Term Loan Claims or the right to acquire such Term Loan Claims.

This Agreement shall in no way be construed to preclude the Directing Lenders from acquiring additional Term Loan Claims; provided that (A) any Directing Lender that acquires additional Term Loan Claims during the Support Period shall promptly notify Kirkland and Stroock of such acquisition, including the amount acquired, and (B) such acquired Term Loan Claims shall automatically and immediately upon acquisition by a Directing Lender be deemed to be subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to Kirkland and Stroock).

This Section 3(c) shall not impose any obligation on the Company to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Directing Lender to Transfer any Term Loan Claims. Notwithstanding anything to the contrary herein, to the extent the Company and another Party have entered into a separate agreement with respect to the issuance of a “cleansing letter” or other public disclosure of information, the terms of such agreement shall continue to apply and remain in full force and effect according to its terms.

Any Transfer made in violation of this Section 3(c) shall be void ab initio. Upon the completion of any Transfer of Term Loan Claims in accordance with this Section 3(c), the Permitted Transferee shall be deemed a Directing Lender hereunder with respect to such transferred Term Loan Claims and the transferor shall be deemed to relinquish its rights and claims (and be released from its obligations under this Agreement) with respect to such transferred Term Loan Claims; provided that if such transferor retains any rights related to such transferred Term Loan Claims, such transferor shall remain subject to the provisions of this Agreement with respect to such rights.

Each Directing Lender agrees to provide, on three (3) business days’ notice, its current holdings of Term Loan Claims to Kirkland and Stroock on a professionals’ eyes only basis.

For the avoidance of doubt, the provisions of this Section 3(c), only apply to the Directing Lenders’ Term Loan Claims and do not apply to any other Claims and Interests of any Directing Lender.

Qualified Market Maker. Notwithstanding anything herein to the contrary, any Directing Lender may transfer any of its Term Loan Claims to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Directing Lender; provided that each Directing Lender will provide prompt notice of any such Transfer to Kirkland and Stroock in accordance with Section 3(c) hereof; provided further, however, that the Qualified Marketmaker subsequently transfers all right, title, and interest in such Term Loan Claims to a Transferee that is or becomes a Directing Lender as provided above, and the Transfer documentation between the transferor Directing Lender and such Qualified Marketmaker shall contain a requirement that provides as such and to the extent any Directing Lender is acting in its capacity as a Qualified Marketmaker, it may Transfer any Term Loan Claims that it acquires from a holder of such Term Loan Claims that is not a Directing Lender without the requirement that the Transferee be or become a Directing Lender. Notwithstanding the foregoing, if, prior to the time of the proposed Transfer of any Term Loan Claims to a Qualified Marketmaker, the holder of such Term Loan Claims (x) is required to execute the Strict Foreclosure Direction, the proposed transferor Directing Lender must first comply with the requirements of Section 3(a) hereof, or (y) has not yet been required to execute the Strict Foreclosure Direction and such Qualified Marketmaker does not Transfer such Term Loan Claims to a subsequent Transferee prior to the fifth (5th) Business Day prior to the expiration of the Solicitation Period (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the Transfer documentation to the Qualified Marketmaker shall have provided that it shall), on the first (1st) Business Day immediately following the Qualified Marketmaker Joinder Date, become a Directing Lender with respect to such Term Loan Claims in accordance with the terms hereof.

Transaction Support. During the Support Period, subject to the terms and conditions of this Agreement, including without limitation Section 9, the Company (or in the case of Sections 4(a)(iv)(B) and 4(a)(iv)(C), SMLP) agrees that it shall:

support and take all commercially reasonable actions necessary or reasonably requested by the Requisite Directing Lenders to support the Transaction and to act in good faith and take all reasonable actions necessary to implement and consummate the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Term Sheet and the other Definitive Documents, as applicable;

implement and consummate the Transaction in a timely manner and take any and all commercially reasonable efforts in furtherance of the Transaction, as contemplated under this Agreement; provided that the Company shall not consummate the Transaction unless and until all of the conditions to the effectiveness thereof set forth herein and/or in the Term Sheet have been satisfied (or will be satisfied contemporaneously with the consummation of the Transaction) or waived by the Requisite Directing Lenders in accordance with Section 12 hereof;

negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and the Term Sheet;

comply with each of the following milestones (the “Milestones”), which Milestones may be extended (but with no obligation to extend) only with the express prior written consent of the Requisite Directing Lenders in accordance with Section 12 hereof (which consent can be provided via e-mail from the Ad Hoc Group Advisors):

no later than two (2) Business Days following the TSA Effective Date. commence a solicitation of Term Loan Lenders to execute (x) either (1) the Strict Foreclosure Direction (and a Joinder Agreement, in the case of those Term Loan Lenders that are not Initial Directing Lenders) or (2) in the case of Term Loan Lenders that are not Initial Directing Lenders, a Consent Agreement and (y) the Mutual Release Agreement;

no later than two (2) Business Days following the TSA Effective Date, begin the process of seeking interpretive guidance from the SEC, which may take the form of a request for No Action Letter or other customary definitive interpretive action (“Interpretive Guidance”), concerning the applicability of Rule 144(d)(3)(iv) of the Securities Act;

file the Registration Statement with the SEC no later than five (5) Business Days following the latest of (1) the conclusion of the Solicitation Period, provided that the Registration Statement shall not be filed unless holders of at least 73% of the aggregate principal amount of all Term Loan Claims outstanding and at least two (2) Term Loan Lenders that are not Affiliates of each other, Affiliates of the Company or Affiliates of the Initial Directing Lenders shall become Directing Lenders or Transaction Consenting Lenders by executing a Joinder Agreement or a Consent Agreement prior to the end of the Solicitation Period and (2) the occurrence of the Questionnaire Deadline (provided that the Registration Statement may be filed prior to the Questionnaire Deadline if SMLP commits to amend the Registration Statement prior to its effectiveness to include all Directing Lenders and

provided that the Backup Transaction Toggle Date has occurred and the Company has agreed in writing to consummate the Backup Transaction, commence chapter 11 proceedings on behalf of the Company no later than December 21, 2020, or such other date as may be agreed to by both the Requisite Directing Lenders and the Company; and

have caused the Closing Date to occur no later than (i) the Backup Transaction Toggle Date (unless the Company has agreed in writing to consummate the Backup Transaction) or (ii) the Outside Date.

(A) conduct its businesses and operations only in the ordinary course in a manner that is materially consistent with past practices and in compliance with law, (B) maintain its physical assets, properties, and facilities in their working order condition and repair as of the TSA Effective Date, in the ordinary course, in a manner that is consistent with past practices, and in compliance with Law (ordinary wear and tear and casualty and condemnation excepted), (C) maintain its books and records in the ordinary course, in a manner that is materially consistent with past practices, and in compliance with Law, (D) maintain all insurance policies, or suitable replacements therefor, in full force and effect, in the ordinary course, in a manner that is materially consistent with past practices, and in compliance with Law, and (E) use commercially reasonable efforts to preserve intact its business organizations and relationships with third parties (including creditors, lessors, licensors, suppliers, distributors and customers) and employees in the ordinary

notify the Directing Lenders within three (3) Business Days after obtaining actual knowledge thereof of (A) any Governmental Entity or other third party complaints, litigations, investigations, hearings or objections (or written communications indicating that the same may be contemplated or threatened) challenging the Strict Foreclosure or any of the other transactions contemplated by this Agreement or any other Definitive Document or seeking to enjoin, restrain or prohibit the Strict Foreclosure or any of the other transactions contemplated by this Agreement or any other Definitive Document or the consummation of the transactions contemplated hereby or thereby; (B) any material breach by the Company or SMLP in any respect of any of its obligations, representations, warranties or covenants set forth in this Agreement or any other Definitive Document; (C) any Material Adverse Effect; and (D) the happening or existence of any event that shall have made any of the conditions precedent set forth in Section 9 herein, incapable of being satisfied prior to the Outside Date;

if the Company receives an unsolicited proposal or expression of interest with respect to an Alternative Transaction, within 72 hours of the receipt of such proposal or expression of interest, notify the Ad Hoc Group Advisors of the receipt thereof, with such notice to include the material terms thereof;

support and use commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals to consummate the Transaction;

subject to Section 9, (A) not take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Transaction, (B) not object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Transaction, or (C) not seek, solicit, support, encourage, propose, assist, consent to, vote for, enter or participate in any discussions or any agreement with any Person regarding, pursue, or consummate any Alternative Transaction;

not, directly or indirectly, announce publicly, or announce to any of the Parties or other holders of Claims and Interests, its intention not to support the Transaction or take any other action that would, or would reasonably be expected to, prevent, interfere with, delay or impede the implementation or consummation of the Transaction, including, but not limited to, (A) initiating any proceeding or taking any other action to oppose the execution or delivery of any of the Definitive Documents, the performance of any obligations of any party to any of the Definitive Documents or the consummation of the transactions contemplated by any of the Definitive Documents, (B) initiating any proceeding or taking any other action to amend, supplement or otherwise modify any of the Definitive Documents, which amendment, modification or supplement is not materially consistent with this Agreement and the Term Sheet, or otherwise acceptable to the Requisite Directing Lenders, (C) initiating any proceeding or taking any other action, or exercising or seeking to exercise any rights (including rights under the Delaware Limited Liability Company Act or Limited Partnership Act or other applicable Law) or remedies as a holder of Claims and Interests, that is barred by or is otherwise inconsistent with this Agreement, the Term Sheet or any of the other Definitive Documents; provided, however, that nothing contained herein shall prohibit or restrict the Company from entering into an Alternative Transaction that results from an unsolicited proposal or expression of interest received by the Company if not doing so would be inconsistent with the exercise of the fiduciary duties of the board of directors of the Company under applicable Law, or (D) (i) preparing or commencing an action or other legal Proceeding that challenges (x) the amount, validity, allowance, character, enforceability, or priority of any Term Loans Claims or (y) the validity, enforceability, or perfection of any lien or other encumbrance securing any Term Loan Claims, or (ii) support any third party in connection with any of the acts described in clause (i);

not execute, deliver, launch, and/or file any Definitive Document (including any amendment, supplement or modification of, or any waiver to, any Definitive Document) that, in whole or in part, is not consistent in all material respects with this Agreement;

not (A) amend or propose to amend any of its organization documents other than in connection with the consummation of the Transaction or (b) engage in any merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than the Transaction; and

not (A) incur any liens, security interests or encumbrances, other than as expressly permitted by the Loan Documents, (B) pay, or agree to pay, any indebtedness, liabilities, or other obligations (including any accounts payable or trade payable) that existed prior to the TSA Effective Date or that arose from any matter, occurrence, action, omission, or circumstance that occurred prior to the TSA Effective Date, other than as expressly permitted by the Loan Documents, (C) make any investments, acquire any assets, or dispose or sell any assets, other than as expressly permitted by the Loan Documents or (d) use or otherwise dispose of the SMLP Contribution in a manner inconsistent with this Agreement.

Automatic Termination. This Agreement shall terminate automatically, without any further action required by any Party, upon the occurrence of the Closing Date.

Directing Lender Termination Events. On any date prior to the Closing Date, this Agreement may be terminated by the Requisite Directing Lenders by the delivery to each of the other Parties of a written notice in accordance with Section 22, stating in reasonable detail the basis for such termination, upon the occurrence and continuation of any of the following events:

the breach by the Company or SMLP, of (A) any affirmative or negative covenant contained in this Agreement or any other Definitive Document or (B) any other obligations of the Company or SMLP set forth in this Agreement or any other Definitive Document, in each case, in any material respect; provided, however, that in the case of any such breach that is capable of being cured, such breach shall not entitle the Requisite Directing Lenders to terminate this Agreement unless such breach continues for a period of at least three (3) Business Days following receipt by the Company or SMLP, as applicable, of a written notice of breach pursuant to Section 22 (which written notice shall set forth in detail the alleged breach) (it being understood and agreed that the failure by the Company or SMLP to comply with any of the Milestones set forth in Section 4(a)(iv) by the deadlines set forth therein shall not be subject to cure);

the breach in any material respect by the Company or SMLP of any of its representations or warranties in this Agreement, which breach remains uncured for a period of three (3) Business Days following receipt by the Company or SMLP, as applicable, of a written notice pursuant to Section 22 (which written notice shall set forth in detail the alleged failure of the representation or warranty);

the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the consummation of or rendering illegal the Strict Foreclosure or the Transaction or any material portion thereof, and such ruling, judgment, or order has not been reversed or vacated within fourteen (14) calendar days after such issuance;

the Company or SMLP publicly announces, or announces to any of the Parties or other holders of Claims and Interests, its intention to withdraw from the Transaction or the Strict Foreclosure or not support the Transaction or Strict Foreclosure or to support an Alternative Transaction;

SMLP or the Company, without the consent of the Requisite Directing Lenders (A) commences a voluntary case under the Bankruptcy Code (other than pursuant to an agreed upon Backup Transaction); (B) consents to the appointment of, or taking possession by, a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of SMLP or the Company or the property or assets of SMLP or the Company; (C) seeks any arrangement, adjustment, protection or relief of its debts; or (D) makes any general assignment for the benefit of its creditors;

(A) the commencement of an involuntary case against SMLP or the Company under the Bankruptcy Code, or (B) a court of competent jurisdiction enters a ruling, judgment or order that appoints, or that authorizes or permits, the taking of possession by, a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of SMLP or the Company or the property or assets of SMLP or the Company; provided that the Requisite Directing Lenders may not terminate their obligations under this Agreement if the events set forth in this Section 6(b)(vi) occur as a result of any action by a Directing Lender;

the SMLP Contribution is not made when required by this Agreement;

the occurrence of a Material Adverse Effect;

the Company or SMLP executes definitive documentation that seeks, solicits, proposes or supports an Alternative Transaction;

any Definitive Document or Backup Transaction Document shall be executed by the Company or SMLP, or shall be amended or otherwise modified, in a form inconsistent with the standards set forth in Section 2;

the Company or SMLP gives notice pursuant to Section 9 that it will not comply with its obligations hereunder;

the occurrence of a Default or Event of Default (as those terms are used in the Credit Agreement) other than a Default or Event of Default contemplated by, arising from or related to actions taken by the Company as required by this Agreement (including, for the avoidance of doubt, any Event of Default pursuant to sections 7.01(b), (c) and (d) (solely with respect to an Event of Default arising from a failure to comply with section 6.11 of the Credit Agreement) of the Credit Agreement);

the Closing Date does not occur on or prior to the Backup Transaction Toggle Date and the Company fails to notify the Directing Lenders, in writing (email shall be sufficient) that it will consummate the Backup Transaction; or

the Closing Date does not occur on or before the Outside Date.

Company Termination Events. This Agreement may be terminated by the Company by the delivery to each of the other Parties of a written notice in accordance with Section 22, stating in reasonable detail the reasons for such termination, upon the occurrence and continuation of any of the following events:

the breach by any Party other than the Company or SMLP of (A) any affirmative or negative covenant contained in this Agreement or (B) any other obligations of such breaching Party set forth in this Agreement, in each case, in any material respect and which breach is continuing for a period of three (3) Business Days following such breaching Party’s receipt of a written notice of breach from the Company pursuant to Section 22 (which written notice shall set forth in detail the alleged breach);

the breach in any material respect by any Party other than the Company or SMLP of any of its respective representations or warranties in this Agreement, which breach remains uncured for a period of three (3) Business Days following such breaching Party’s receipt of a written notice pursuant to Section 22 (which written notice shall set forth in detail the alleged failure of the representation or warranty);

the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the consummation of or rendering illegal the Strict Foreclosure or the Transaction or any material portion thereof, and such ruling, judgment, or order has not been reversed or vacated within fourteen (14) calendar days after such issuance;

any Definitive Document shall be executed by the Requisite Directing Lenders, or shall be amended or otherwise modified by the Requisite Directing Lenders, in a form inconsistent with the standards set forth in Section 2; or

the board of directors, board of managers, or such similar governing body of the Company, after consulting with outside counsel, determines that proceeding with the transactions contemplated by this Agreement (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties under applicable law.

Mutual Termination. This Agreement may be terminated by mutual agreement of the Company and the Requisite Directing Lenders upon the receipt of written notice delivered in accordance with Section 22.

Effect of Termination.

The earliest date on which termination of this Agreement is effective in accordance with this Section 6 shall be referred to as a “Termination Date.”

Except as provided in Section 17, upon the occurrence of the Termination Date or a termination pursuant to Section 6(a), Section 6(b), Section 6(c), or Section 6(d), all Parties’ obligations under this Agreement shall be terminated effective immediately and, in each case, such Party or Parties shall be immediately released from its liabilities, obligations, commitments, undertakings, and agreements under or related to this Agreement and shall have all the rights and remedies that it would have had and shall be entitled to take all actions, whether with respect to the Transaction or otherwise, that it would have been entitled to take had it not entered into this Agreement; provided that in no event shall any such termination relieve a Party from any obligations under this Agreement which expressly survive termination pursuant to Section 17 or a Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination. Upon any Termination Date, any direction or consent given by a Directing Lender prior to such termination shall automatically be deemed, for all purposes, to be null and void ab initio and shall not be considered or otherwise used in any manner by the Parties in connection with the Transaction and this Agreement and such directions and consents may be changed (without the need to seek an order of a court of competent jurisdiction or consent from the Company or any other applicable Party allowing such change).

Mutual Representations and Warranties. Each Party, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct, and complete as of the date hereof (or as of the date such Party becomes a party hereto):

such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has, as applicable, all requisite corporate, partnership, limited liability company, or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by, as applicable, all necessary corporate, limited liability company, partnership, or other similar action on its part;

the execution, delivery, and performance by such Party of this Agreement does not and will not (A) violate any provision of law, rule, or regulation applicable to it, its charter, or bylaws (or other similar governing documents), or (B) conflict with, result in a breach of, or constitute a default under any material contractual obligation to which it is a party;

the execution, delivery, and performance by such Party of this Agreement, except as expressly provided in this Agreement (including the Term Sheet), does and will not require the consent or approval by any other person or entity, except for any consent or approval obtained prior to, or contemporaneously with, the TSA Effective Date; and

this Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of a court of competent jurisdiction.

Directing Lenders’ Representations and Warranties. Each Directing Lender, severally and not jointly, represents and warrants to the Company that, as of the date hereof (or as of the date such Directing Lender becomes a party hereto), such Directing Lender:

is the beneficial owner of the aggregate principal amount of Term Loan Claims set forth below its name on the signature page hereof (or below its name on the signature page of a Joinder Agreement for any Directing Lender that becomes a party hereto after the date hereof); and/or

does not directly or indirectly own any Term Loan Claims other than as identified below its name on its signature page hereof.

the exculpatory, expense reimbursement and indemnification obligations of the Directing Lenders in favor of the Term Loan Agent as forth in the Loan Documents (including sections 8.03 and 8.12 of the Credit Agreement) shall continue in full force and effect after the date hereof, and shall apply (and be deemed and construed to apply) to the Strict Foreclosure and the Transaction and all matters relating thereto (and all documents entered into, and actions taken by the Term Loan Agent, in connection with, the foregoing), and that, pursuant thereto, to the extent the Company fails to do so, the Directing Lenders shall reimburse, indemnify and hold harmless the Term Loan Agent from and against all losses, penalties, claims, damages, liabilities, actions, judgments, suits, costs, expenses of any kind incurred, arising out of or in connection with, or relating to any of the foregoing.

Company Representations and Warranties. The Company represents and warrants to the Directing Lenders that:

neither it nor any of its Affiliates has entered into any agreements with any party regarding a sale or Transaction of the Company that would result in a greater recovery on the Term Loan Claims or any part thereof than is contemplated under this Agreement;

the exculpatory, expense reimbursement and indemnification obligations of the Company in favor of the Term Loan Agent and its Related Parties (as defined in the Credit Agreement) set forth in the Loan Documents (including section 9.05 of the Credit Agreement) shall continue in full force and effect after the date hereof, and shall apply (and be deemed and construed to apply) to the Strict Foreclosure and the Transaction and all matters relating thereto (and all documents entered into, and actions taken by the Term Loan Agent, in connection with, the foregoing), and that, pursuant thereto, the Company shall reimburse, indemnify and hold harmless the Term Loan Agent and each of its Related Parties from and against all losses, penalties, claims, damages, liabilities, actions, judgments, suits, costs, expenses of any kind incurred, arising out of or in connection with, or relating to any of the foregoing.

SMLP Representations and Warranties. SMLP represents and warrants to the Directing Lenders that:

the common units representing the Specified Collateral to be distributed to the Term Loan Lenders are validly issued and outstanding;

the common units representing the Specified Collateral to be distributed to the Term Loan Lenders do not bear a restrictive legend as of the date hereof and will not bear a restrictive legend as of the Closing Date; and

the common units representing the Specified Collateral have been approved for listing on the New York Stock Exchange.

the Agreement shall not have been terminated in accordance with its terms and there shall not be continuing any cure period with respect to any event, occurrence or condition that would permit the Requisite Directing Lenders to terminate the Agreement in accordance with its terms following the conclusion of such cure period;

all governmental, regulatory and third party notifications, filings, waivers, authorizations and consents necessary or required to be obtained by the Company or SMLP for the consummation of any part of the Transaction, shall have been made or received, shall be in full force and effect, shall not be subject to unfulfilled conditions or contingencies, and shall be acceptable to the Requisite Directing Lenders;

no Material Adverse Effect shall have occurred after the TSA Effective Date; provided, however, that the foregoing shall not include any Event, change, effect, occurrence, development, circumstance or change of fact arising out of, resulting from or relating to (i) any action taken by a Directing Lender or any of their respective Affiliates or (ii) the compliance by any person or entity with the covenants and agreements contained in this Agreement;

the SMLP Contribution shall have occurred;

the execution of each of the Definitive Documents, which, in each case, shall be in form and substance substantially similar to the Exhibits to the Term Sheet;

holders of at least 73% of the aggregate principal amount of all Term Loan Claims outstanding and at least two (2) Term Loan Lenders that are not Affiliates of each other, Affiliates of the Company or the Initial Directing Lenders shall have executed a Joinder Agreement or a Consent Agreement;

no temporary restraining order, preliminary or permanent injunction, judgment or other order preventing the consummation of any part of the Transaction shall have been entered, issued, rendered or made by any party other than a Directing Lender, nor shall any proceeding seeking any of the foregoing by any party other than a Directing Lender be commenced or pending; nor shall there be any law, rule or regulation promulgated, enacted, entered, enforced or deemed applicable to the Company or SMLP which makes the consummation of any part of the Transaction illegal, void or rescinded;

there is no pending or threatened (in writing) action, complaint, claim, litigation, law suit, proceeding, investigation, objection or similar event or circumstance relating to any of the transactions contemplated by this Agreement or any other Definitive Document (a) commenced or asserted by two (2) or more Term Loan Lenders, that are not Directing Lenders, holding in the aggregate more than 10% of the principal amount of Term Loan Claims then outstanding; (b) that could reasonably be expected to result in the Directing Lenders and the Transaction Consenting Lenders, in the aggregate, being obligated for in excess of $500,000 in unreimbursed indemnification costs, or (c) that specifically names or asserts claims or causes of action against any Directing Lender (and, in each case, the Company is not aware of any fact or circumstance that could give rise to or indicate that the same may arise, or be contemplated or threatened); provided that, upon the occurrence of any event in this Section 9(h), SMLP may agree, pursuant to a written undertaking reasonably acceptable to the Requisite Directing Lenders, to indemnify the Term Loan Agent, Directing Lenders and Transaction Consenting Lenders for any costs, fees, or expenses arising from such action, in which event the Company may proceed with consummating the Strict Foreclosure;

the representations and warranties of the Company and SMLP in this Agreement and each Definitive Document shall be true and correct in all material respects (without regard and without giving effect to any materiality or Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification were deleted from such representation and warranty)) as of the Closing Date and the Company shall have delivered to the Directing Lenders a written and signed certificate from a responsible executive officer of the Company and SMLP confirming the same;

the Company and SMLP shall have complied with its covenants and obligations under this Agreement and the other Definitive Documents to be performed prior to the Closing Date, and the Company shall have delivered to the Directing Lenders a written and signed certificate from a responsible executive officer of the Company and SMLP confirming the same;

the Company shall have delivered to the Directing Lenders a written and signed certificate from a responsible executive officer of the Company confirming that, subject to those conditions precedent that will be satisfied on the Closing Date, all conditions precedent to the occurrence of the Closing Date set forth in this Agreement and the other Definitive Documents have been satisfied (or if any such conditions precedent have not been satisfied, identifying such unsatisfied conditions precedent);

either (i) SMLP shall have received Interpretive Guidance from the SEC confirming the applicability of Rule 144(d)(3)(iv) or (ii) the Registration Statement shall be declared effective by the SEC covering all the common units held by Term Loan Lenders that become Directing Lenders and Transaction Consenting Lenders prior to the expiration of the Solicitation Period that completed and returned the Questionnaire prior to the Questionnaire Deadline;

the Company shall have delivered to the Directing Lenders a written opinion of Baker Botts (or other counsel reasonably acceptable to the Requisite Directing Lenders) in form and substance as previously agreed;

the Ad Hoc Group Fees and Expenses shall have been paid in full, in cash, in accordance with this Agreement; and

The Term Loan Agent Fees and Expenses incurred at any time prior to the Closing Date shall have been paid in full in cash.

Notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall require the Company, nor the Company’s directors, managers, and officers, including any director, manager, employee, to take or refrain from taking any action in its capacity as a director, manager, or officer of the Company (including, without limitation, terminating this Agreement under Section 6), to the extent such person (or persons) determines, in good faith, based on the advice of outside counsel (including counsel to the Company) that taking or failing to take such action would be inconsistent with applicable law or its fiduciary obligations under applicable law, and any such action or inaction pursuant to this Section 9 shall not be deemed to constitute a breach of this Agreement, provided, that it may result in a Termination Event. The Company shall provide written notice in accordance with Section 22 to the Directing Lenders promptly following any determination by the Company or the Company’s directors, managers, or officers to take or refrain from taking any action that would otherwise be prohibited or required, as applicable, by this Agreement, which notice shall set forth in reasonable detail the basis for such determination.

Nothing in this Agreement shall: (i) impair or waive the rights of any Company entity to assert or raise any objection expressly permitted under this Agreement in connection with the Transaction; or (ii) prevent any Company entity from enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement.

This Agreement, including the Term Sheet, may not be modified, amended, or supplemented, and no condition or requirement of this Agreement may be waived, in any manner except in accordance with this Section 12.

This Agreement may be modified, amended, or supplemented, or a condition or requirement of this Agreement may be waived, in a writing signed by: (i) the Company, and (ii) the Requisite Directing Lenders. Notwithstanding the foregoing, if the proposed modification, amendment, waiver, or supplement has a material, disproportionate, and adverse effect on (a) any of the Term Loan Claims held by any individual Directing Lender or (b) any individual Directing Lender’s entitlement to the Specified Collateral, the Additional Consideration, or the Consent Premium, then, in each case, the consent of each such affected party shall also be required to effectuate such modification, amendment, waiver, or supplement.

Any proposed modification, amendment, waiver, or supplement that does not comply with this Section 12 shall be ineffective and void ab initio.

The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy or any provision of this Agreement, nor shall any single or partial exercise of such right, power, or remedy by such Party preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power, or remedy. All remedies under this Agreement are cumulative and are not exclusive of any other remedies provided by law.

Whether or not the transactions contemplated by this Agreement are consummated and, in each case, the Company hereby agrees, on a joint and several basis, to pay in cash, in full, the Ad Hoc Group Fees and Expenses as follows: (i) Ad Hoc Group Fees and Expenses incurred up to (and including) the TSA Effective Date on the TSA Effective Date following receipt of summary invoices, (ii) unpaid Ad Hoc Group Fees and Expenses incurred after the TSA Effective Date but prior to the Closing Date, on a monthly basis promptly following receipt of summary invoices, and in any event, no later than the Closing Date, (iii) upon termination of this Agreement, all accrued and unpaid Ad Hoc Group Fees and Expenses incurred up to (and including) the date of such termination shall be paid in full in cash promptly (but in any event within five (5) Business Days) following receipt of summary invoices, and (iv) on the Closing Date, all accrued and unpaid Ad Hoc Group Fees and Expenses incurred up to (and including) the Closing Date shall be paid following receipt of summary invoices.

The terms set forth in this Section 14 shall survive termination of this Agreement and shall remain in full force and effect regardless of whether the transactions contemplated by this Agreement are consummated.

Following the TSA Effective Date, upon request of the Company, Stroock shall furnish to the Company and Kirkland a summary report of Ad Hoc Group Fees and Expenses incurred; provided that such obligation shall terminate as of the Termination Date.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, without giving effect to any conflicts of law principles which would permit or require the application of the law of any other jurisdiction.

Each of the Parties irrevocably agrees for itself that any legal action, suit, or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan, the City of New York, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the Transaction. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above in New York, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree, or award rendered by any such court in New York as described herein. Subject to the foregoing, each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, in any proceeding arising out of or relating to this Agreement or the Transaction, (i) that any claim is not personally subject to the jurisdiction of the courts in New York as described herein for any reason and (ii) that (A) the proceeding in any such court is brought in an inconvenient forum, (B) the venue of such proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Notwithstanding Section 15(b), if the Backup Transaction is to be consummated, the Company and the Requisite Directing Lenders shall cooperate in good faith to determine the jurisdiction within which to commence the chapter 11 proceedings.

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 15. ANY DISPUTES RESOLVED IN COURT SHALL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

If to the Company, to:

If to a Directing Lender or a transferee thereof, to the addresses set forth below such Directing Lender’s signature (or as directed by any transferee thereof), as the case may be, and, if to the Ad Hoc Group, with a copy to:

Nothing contained herein shall (i) limit (A) the ability of any Party to consult with other Parties or (B) the rights of any Party under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in or related to the Transaction before a court of competent jurisdiction, in each case, so long as such consultation or appearance is not inconsistent with such Party’s obligations hereunder, or, to the extent such Transaction is consistent with this Agreement, under the terms of the Transaction; (ii) limit the ability of any Directing Lender to sell or enter into any transactions in connection with the Term Loan Claims, or any other claims against or interests in the Company, subject to the terms of Section 3(c); (iii) limit the rights of any Directing Lender under the Credit Agreement or any agreements executed in connection therewith, except to the extent exercise of any such rights are inconsistent with the terms of this Agreement as applicable to each such Directing Lender; or (iv) constitute a waiver or amendment of any provision of the Credit Agreement or any agreements executed in connection therewith except as expressly set forth herein.

Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict the ability of each of the Parties to protect and preserve its rights, remedies, and interests, including its claims against any of the other Parties (or their respective affiliates or subsidiaries) or its full participation in any bankruptcy case filed by the Company or any of its affiliates and subsidiaries, including by asserting or raising any objection permitted under this Agreement in connection with the Transaction, enforcing this Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement. This Agreement and the transactions contemplated thereby are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties. Pursuant to Rule 408 of the Federal Rule of Evidence, any applicable state rules of evidence, and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms. This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses that it has asserted or could assert.

For the avoidance of doubt, the Directing Lenders act in their individual capacities and not as agent, trustee, or in any other fiduciary capacity with respect to any other Directing Lender or any other Party.

It is understood and agreed that no Directing Lender has any duty of trust or confidence in any kind or form with any other Directing Lender as a result of this Agreement. In this regard, it is understood and agreed that any Directing Lender may trade in the Term Loan Claims, any Claims and Interests, or other debt of the Company without the consent of the Company or any other Directing Lender, subject to the Credit Agreement, as applicable, the terms of this Agreement, and any confidentiality agreement entered into with the Company; provided that no Directing Lender shall have any responsibility for any such trading to any other person or entity by virtue of this Agreement. No prior history, pattern, or practice of sharing confidences among or between the Directing Lenders shall in any way affect or negate this Agreement. The Parties acknowledge that this agreement does not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Company and the Parties do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. No action taken by any Party pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that the Parties are in any way acting in concert or as such a “group.”

Notwithstanding anything to the contrary herein, nothing in this Agreement shall require any Directing Lender or representative of a Directing Lender that becomes a member of a statutory committee that may be established in any proceeding before a court of competent jurisdiction to take any action, or to refrain from taking any action, in such person’s capacity as a statutory committee member; provided that nothing in this Agreement shall be construed as requiring any Directing Lender to serve on any statutory committee that may be established in any proceeding before a court of competent jurisdiction.

Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

By executing this Agreement, each Directing Lender (including, for the avoidance of doubt, any entity that may execute this Agreement or a Transferee Joinder) forbears from exercising remedies with respect to any “Default” or “Event of Default” as defined under the Credit Agreement that is caused by the Company’s entry into this Agreement or the other documents related to this Agreement and the transactions contemplated in this Agreement, and agrees to direct the applicable administrative agent to not exercise remedies to the extent that any other Term Loan Lender directs such agent to exercise such remedies; it being understood and agreed that this waiver shall be terminated and be without any further force and effect upon the termination of this Agreement without the occurrence of the Closing Date.

Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, each Directing Lender acknowledges, agrees, and represents to the other Parties that it (i) is an “accredited investor” as such term is defined in Rule 501(a) of the Securities Act; (ii) has such knowledge and experience in financial and business matters that such Directing Lender is capable of evaluating the merits and risks of the securities to be acquired by it pursuant to the Transaction and understands and is able to bear any economic risks with such investment; (iii) has been afforded the opportunity to ask questions and receive answers concerning the Company and SMLP and to obtain additional information that it has requested to verify such information; (iv) is acquiring the securities contemplated by this Agreement for investment for its own account, and not with the view to or for distribution or resale in violation of the Securities Act and any applicable state securities or “blue sky” Laws, and has no present intention of distributing any of such securities in violation of the Securities Act or any applicable state securities or “blue sky” Laws (this representation and warranty not limiting such Party’s right to sell such securities in compliance with applicable federal and state securities laws); (v) understands that the securities contemplated by this Agreement have not been registered under the Securities Act as of the date hereof and may not be resold without registration under the Securities Act except pursuant to a specific exemption from the registration provisions of the Securities Act; and (vi) is not acquiring the securities contemplated by this Agreement as a result of any advertisement, article, notice or other communication regarding such securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

Subject to its obligation to file such Registration Statement arising pursuant to Section 4(a)(iv)(C) (including without limitation a determination by SMLP in consultation with Stroock that the Interpretive Guidance cannot be obtained), SMLP shall use its reasonable best efforts to prepare and file a registration statement (a “Registration Statement”) with the SEC (on such form as SMLP is eligible to use under the Securities Act) covering resales by the holders of Registrable Securities as selling unitholders of all Registrable Securities (a “Resale Registration”) held by Term Loan Lenders that become Directing Lenders or Transaction Consenting Lenders prior to the expiration of the Solicitation Period and that deliver a completed Questionnaire to SMLP prior to the Questionnaire Deadline (provided that the Registration Statement may be filed prior to the Questionnaire Deadline if SMLP commits to amend the Registration Statement prior to its effectiveness to include all Directing Lenders and Transaction Consenting Lenders as of the expiration of the Solicitation Period and that return completed Questionnaires prior to the Questionnaire Deadline). SMLP shall use its reasonable best efforts to have such Registration Statement declared effective by the SEC by the Outside Date or sooner, if practicable, but no earlier than the first business day following the Questionnaire Deadline. SMLP shall, on the Business Day following the effective date of such Registration Statement, file a final prospectus with the SEC as required by Rule 424 under the Securities Act and furnish such final prospectus to the holders of Registrable Securities. Until the earlier of (i) 6 months following the Closing Date and (ii) the date that all Registrable Securities cease to be Registrable Securities (the “Applicable Period”), SMLP shall use its reasonable best efforts to keep current and effective the Registration Statement and file such supplements or amendments to such Registration Statement as may be necessary or appropriate in order to keep such Registration Statement continuously effective and useable for the resale of all Registrable Securities under the Securities Act. In addition, both during and after the Applicable Period, SMLP shall file in a timely manner its annual report on Form 10-K and its quarterly reports on Form 10-Q until the earliest of (i) 12 months following the Closing Date and (ii) the date that all Registrable Securities cease to be Registrable Securities.

SMLP will promptly notify the holders of Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act or of the occurrence of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made, and shall promptly prepare, file with the SEC and furnish to such holders a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, the prospectus included in the Registration Statement, as so amended or supplemented, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein

Suspension; Blackout

Upon written notice to the holders of Registrable Securities, SMLP shall be entitled to suspend, for a cumulative period of up to 45 days for all such suspensions, the use of any Registration Statement or prospectus and shall not be required to amend or supplement the Registration Statement, any related prospectus or any document incorporated therein by reference if (i) SMLP receives any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or prospectus or for additional information that pertains to such holders of Registrable Securities; (ii) the SEC issues any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) SMLP receives any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (iv) the board of directors, chief executive officer or chief financial officer of the general partner of SMLP determines in its or his or her reasonable good faith judgment that the Registration Statement or any prospectus may contain an untrue statement of a material fact or may omit any fact necessary to make the statements in the Registration Statement or prospectus not materially misleading; provided, that in any such case SMLP shall use its reasonable best efforts to amend the Registration Statement or prospectus to correct such untrue statement or omission as promptly as reasonably practicable, unless SMLP determines in good faith, and advises the holders of the Registrable Securities, that such amendment would reasonably be expected to have a materially detrimental effect on SMLP.

SMLP shall be entitled to require the holders of Registrable Securities to discontinue the disposition of their securities covered by the Registration Statement during any Blackout Period (as defined below) (i) if the board of directors of the general partner of SMLP determines in good faith that continuing such disposition at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of SMLP or a merger, reorganization, recapitalization or similar current

SMLP shall provide Stroock, as counsel to the Ad Hoc Group, a reasonable opportunity to review and comment on the Registration Statement; provided that such opportunity shall not occur prior to the expiration of the Solicitation Period. The “Selling Unitholder” and “Plan of Distribution” sections included in the Registration Statement will include all such information and methods of sale as Stroock, as counsel to the Ad Hoc Group, may reasonably request in writing at least two (2) Business Days prior to the anticipated filing date of the Registration Statement and that can be included in the Registration Statement under the rules and regulations of the SEC.

Each holder of Registrable Securities acknowledges and agrees that it shall not be entitled to be named as a selling security holder in such Registration Statement unless such holder of Registrable Securities has furnished an executed Questionnaire to SMLP no later than five (5) Business Days after the later of (i) the conclusion of the Solicitation Period and (ii) the mutual agreement of the Company and the Requisite Directing Lenders to file the Registration Statement as provided in Section 4(a)(iv)(C) hereof (the “Questionnaire Deadline”).

Notwithstanding anything in the TSA to the contrary, Selling Expenses shall not be considered Ad Hoc Group Fees and Expenses.

Indemnification.

SMLP agrees to indemnify and reimburse, to the fullest extent permitted by law, each holder of Registrable Securities that is a seller of Registrable Securities, and each of its employees, advisors, agents, representatives, partners, officers, and directors and each Person who controls such holder (within the meaning of the Securities Act or the Exchange Act) (collectively, the “Seller Affiliates”) (A) against any and all losses, claims, damages, liabilities and expenses, joint or several (including, without limitation, attorneys’ fees and disbursements except as limited by Section 27(g)(iii)) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or related prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) against any and all losses, liabilities, claims, damages and expenses whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, and (C) against any and all costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel) as may be reasonably incurred in investigating, preparing or defending against any litigation, investigation or proceeding, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, or such violation of the Securities Act or Exchange Act, to the extent that any such expense or cost is not paid under subparagraph (A) or (B) above; except insofar as any such statements are consistent with and made in reliance upon information furnished to SMLP in writing by such seller or any Seller Affiliate expressly for use therein. The reimbursements required by this Section 27(g) will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

In connection with any Registration Statement in which a holder of Registrable Securities that is a seller of Registrable Securities is participating, each such holder will furnish to SMLP such information and affidavits as SMLP reasonably requests pursuant to the disclosure requirements of the SEC for use in connection with any such Registration Statement or prospectus and, to the fullest extent permitted by law, each such seller will indemnify SMLP and its directors and officers and each Person who controls SMLP (within the meaning of the Securities Act or

Any Person entitled to indemnification under this Section 27 will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed to pay such fees or expenses or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such Person. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party or (ii) the indemnified party otherwise consents in writing (which consent will not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified (which shall be chosen by the holders of a majority of Registrable

Each Party agrees that, if for any reason the indemnification provisions contemplated by Section 27(g)(i) and Section 27(g)(ii) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in the losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 27(g)(iv) were determined by pro rata allocation (even if the holders of Registrable Securities or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 27(g)(iv). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 27(g)(iv), defending any such action or claim. Notwithstanding the provisions of this Section 27(g)(iv), no holder of Registrable Securities shall be required to contribute an amount greater than the dollar amount by which the net proceeds received by such holder with respect to the sale of any Registrable Securities exceeds the amount of damages which such holder has otherwise been required to pay by reason of any and all untrue or alleged untrue statements of material fact or omissions or alleged omissions of material fact made in any Registration Statement or prospectus or any amendment thereof or supplement thereto related to such sale of Registrable Securities. No person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the holders of Registrable Securities in this Section 27(g)(iv) to contribute shall be several in proportion to the amount of Registrable Securities registered by them and not joint.

If indemnification is available under this Section 27(g), the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 27(g)(i) and Section 27(g)(ii) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 27(g)(iv) subject, in the case of the Holders, to the limited dollar amounts set forth in Section 27(g)(ii).

No indemnifying party shall be liable for any settlement effected without its written consent (which consent may not be unreasonably delayed or withheld). Each indemnifying party agrees that it will not, without the indemnified party’s prior written consent, consent to entry of any judgment or settle or compromise any pending or threatened claim, action or proceeding in respect to which indemnification or contribution may be sought hereunder unless the foregoing contains and unconditional release, in form and substance reasonably satisfactory to the indemnified parties, of the indemnified parties from all liability and obligation arising therefrom.

For the avoidance of doubt, the obligations of the Parties set forth in this Section 27 shall not apply in the event that the obligation to file the Registration Statement does not arise pursuant to Section 4(a)(iv)(C).

if holders of at least 73% of the aggregate principal amount of all Term Loan Claims outstanding and at least two (2) Term Loan Lenders that are not Affiliates of each other, Affiliates of the Company or Affiliates of the Initial Directing Lenders have not executed a Joinder Agreement or a Consent Agreement by the end of the Solicitation Period;

if the Closing Date has not occurred by the Backup Transaction Toggle Date (it being agreed that the Requisite Directing Lenders may terminate the Agreement pursuant to Section 6(b)(i) of this Agreement at any time after the Backup Transaction Toggle Date unless the Company agrees, in writing (email shall be sufficient), to consummate the Backup Transaction, in which case the Closing Date shall still be required to occur prior to the Outside Date);

if a temporary restraining order, preliminary or permanent injunction, judgment or other order preventing the consummation of the Strict Foreclosure shall have been entered, issued, rendered or made by any party other than a Directing Lender, or any proceeding seeking any of the foregoing by any party other than a Directing Lender be commenced or pending; or if there be any law, rule or regulation promulgated, enacted, entered, enforced or deemed applicable to the Company which makes the consummation of the Strict Foreclosure illegal, void or rescinded; or

if there is a pending or threatened (in writing) action, complaint, claim, litigation, law suit, proceeding, investigation, objection or similar event or circumstance relating to any of the transactions contemplated by this Agreement or any other Definitive Document (a) commenced or asserted by two (2) or more Term Loan Lenders, that are not Directing Lenders, holding in the aggregate more than 10% of the principal amount of Term Loan Claims then outstanding; (b) that could reasonably be expected to result in the Directing Lenders and the Transaction Consenting Lenders, in the aggregate, being obligated for in excess of $500,000 in unreimbursed indemnification costs, or (c) that specifically names or asserts claims or causes of action against any Directing Lender (and, in each case, the Company is not aware of any fact or circumstance that could give rise to or indicate that the same may arise, or be contemplated or threatened); provided that, upon the occurrence of any event in this Section 28(d), SMLP may agree, pursuant to a written undertaking reasonably acceptable to the Requisite Directing Lenders, to indemnify the Term Loan Agent, Directing Lenders and Transaction Consenting Lenders for any costs, fees, or expenses arising from such action in lieu of consummating the Backup Transaction and proceed with consummating the Strict Foreclosure.

/s/ J. HEATH DENEKE

/s/ J. HEATH DENEKE

/s/ J. HEATH DENEKE

Term

Description

Transaction

Summary

The Transaction will be implemented in accordance with a Transaction Support Agreement (the “TSA”), which shall be entered into by the Company and certain Term Loan Lenders party thereto (the “Directing Lenders”).

The Transaction will be implemented as a Strict Foreclosure (as defined below), unless the Back-up Transaction (as defined below) is to be implemented. The trigger for the Strict Foreclosure shall be an Event of Default (as defined in the Credit Agreement). The Strict Foreclosure and Closing Date will occur after September 30, 2020.

Each Term Loan Lender may, during the fourteen (14) calendar period commencing within two (2) business days following the effective date of the TSA (such date, the “TSA Effective Date”), or such longer period as may be extended in accordance with the TSA (collectively, the “Solicitation Period”), (i) become a party to the TSA and execute the Direction to Effect a Strict Foreclosure, Consummate Assignment, and Take Other Actions in Connection Therewith, a form of which is attached hereto as Exhibit 1 (the “Strict Foreclosure Direction”) or (ii) execute a consent agreement, the form of which is attached to the TSA as Exhibit E (the “Consent Agreement”) and in each case, provided the Term Loan lender has executed a Mutual Release Agreement substantially in the form attached hereto as Exhibit 3 (the “Mutual Release Agreement”) and the Closing Date has occurred, earn its pro rata share of $20 million cash (the “Consent Premium”) to be distributed to the Directing Lenders and those lenders that execute a Consent Agreement (the “Transaction Consenting Lenders”).

On the Closing Date, pursuant to the Strict Foreclosure Direction, the Directing Lenders, as Required Lenders under the Credit Agreement, shall direct Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent for the Term Loan lenders (the “Term Loan Lenders”) under the Credit Agreement (the “Term Loan Agent”) to execute the Strict Foreclosure against the 34.6 million common units representing limited partner interests in Summit Midstream Partners, LP (“SMLP”) currently pledged to the Term Loan Agent, on behalf of the Term Loan Lenders, as collateral under the Credit Agreement (the “Specified Collateral”) and SMPH shall pay $6.5 million cash (the “Additional Consideration”) to all Term Loan Lenders pro rata in full satisfaction of all Term Loan Claims and all of the Company’s obligations under the Credit Agreement pursuant to the terms of the Notification of Proposal of Strict Foreclosure attached hereto as Exhibit 2 (the “Strict Foreclosure Agreement” and the transaction contemplated therein, the “Strict Foreclosure”).

In addition to the Strict Foreclosure on the Specified Collateral and the payment of the Additional Consideration, on the Closing Date SMPH shall pay the Directing Lenders and the Transaction Consenting Lenders, as applicable, their pro rata portions of the Consent Premium.

Term

Description

Debt to Be

Satisfied

On the Closing Date, in exchange for the cancellation and release of all outstanding Term Loan Claims and related security interests pursuant to the Strict Foreclosure Agreement, including the non-economic Summit Midstream GP, LLC interest in SMLP, each Term Loan Lender shall receive, in full and final satisfaction of its Term Loan Claims, its pro rata share (based upon the aggregate amount of Term Loan Claims held by all Term Loan Lenders) of:

i. the Specified Collateral, which shall either be registered for resale by the Directing Lenders and Transaction Consenting Lenders under Section 5 of the Securities Act of 1933 or eligible for resale pursuant to an exemption from such registration requirements; and

ii. the Additional Consideration.

On the Closing Date, in exchange for the undertakings set forth in the TSA and/or the Consent Agreement, as applicable, each Directing Lender and Transaction Consenting Lender shall receive its pro rata share (based upon the aggregate amount of Term Loan Claims held by all Directing Lenders and Transaction Consenting Lenders in the aggregate) of the Consent Premium.

The Company shall pay or reimburse reasonable and documented fees and expenses of Stroock as counsel to the Ad Hoc Group in accordance with the TSA.

GENERAL PROVISIONS

Term

Description

The Closing Date shall be the date (at least one (1) business day following the conclusion of the Solicitation Period) that (a) is three (3) business days after the date that the SEC issues interpretive guidance, which may take the form of a no action letter or other customary interpretive action, concerning the availability of Rule 144(d)(3)(iv) to the sale of the Specified Collateral or (b) the registration statement shall be declared effective by the SEC covering the resale of the registrable securities distributed to the Directing Lenders and the Transaction Consenting Lenders, in each case, provided all other conditions precedent set forth in the TSA are satisfied or waived, or such earlier date as agreed by the Directing Lenders required to consent under the TSA (the “Requisite Directing Lenders”) and the Company; provided that if the Backup Transaction (as defined below) is consummated, the Closing Date shall be the effective date of the chapter 11 plan of reorganization or such other date as agreed to by the Company and the Requisite Directing Lenders.

Pursuant to the Mutual Release Agreement, the parties to the TSA and the Transaction Consenting Lenders shall provide customary mutual releases of all claims arising under or related to the Term Loan, the Transaction, the DPPO, and any actions taken related to the foregoing.

There will be no change to the existing board of directors of the Company as a result of the TSA or the Transaction contemplated therein.

As set forth in the TSA, if certain conditions are met or events occur, the Transaction will be implemented through a chapter 11 plan of reorganization (or such other manner determined by the Requisite Directing Lenders and the Company) pursuant to which the treatment of Term Loan Claims held by Directing Lenders and Transaction Consenting Lender shall be on the same terms contemplated herein, and for all other Term Loan Claims recovery shall be no greater than the terms set forth in this Term Sheet (the “Backup Transaction”). The terms and conditions of the Backup Transaction shall be negotiated among the Requisite Directing Lenders and the Company in their sole discretion.

Nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Company and the Directing Lenders to protect and fully preserve all of their rights, remedies, claims and interests, including the Directing Lenders’ claims against the Company or any other party in interest or their respective property. If the Transaction is not consummated, the Company and the Directing Lenders fully reserve any and all of their respective rights.

This Term Sheet may be amended only as permitted pursuant to the TSA.

Credit Suisse AG, Cayman Islands Branch,

execute and deliver to the Debtors and any other Person entitled by applicable law to receipt thereof, that certain Strict Foreclosure Agreement, in the form attached as Exhibit A hereto (the “Strict Foreclosure Agreement”);

perform its obligations under, and consummate the transactions contemplated by, the Strict Foreclosure Agreement (including the Strict Foreclosure (as defined in the Strict Foreclosure Agreement)), in each case, in accordance with, and as set forth in more detail in, the Strict Foreclosure Agreement (including, for the avoidance of doubt, to (i) pursuant to §§ 9-620 and 9-621 and any other comparable provision of the Uniform Commercial Code, as adopted in the State of New York or any other applicable jurisdiction (the “UCC”), accept (directly or indirectly), on behalf and for the benefit of the Lenders in accordance with the Loan Documents, all of the Debtors’ right, title and interest in and to 34,604,581 freely tradeable common units representing limited partner interests in Summit Midstream Partners, LP, which units are, as of the date hereof, pledged as Collateral and subject to a Lien in favor of the Collateral Agent for the benefit of the Lenders (the “Specified Collateral”) and (ii) apply, transfer and/or distribute, as applicable (or direct the application, transfer and/or distribution, as applicable, of) the Specified Collateral, together with the Additional Consideration (as defined in the Strict Foreclosure Agreement) to the Lenders (or, with respect to any Directing Lender or Transaction Consenting Lender, to its designee, as may be directed in writing to the Collateral Agent by such Directing Lender or Transaction Consenting Lender) in accordance with Section 9.23 of the Credit Agreement and the other applicable provisions of the Loan Documents) (the foregoing, and any other transactions relating to the Specified Collateral and expressly contemplated by the Strict Foreclosure Agreement, the “Strict Foreclosure Transactions”); and

take such other steps as are necessary or appropriate in the reasonable good faith judgment and discretion of the Collateral Agent, exercised in accordance with the Loan Documents, to consummate the Strict Foreclosure Transactions in accordance with the Strict Foreclosure Agreement.

Agreed and Acknowledged:

To be modified as applicable.

Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceedings of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any other Party that in any way relates to this Release in any forum other than the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and the Parties irrevocably and unconditionally submit to the jurisdiction of such courts and agree that all claims in respect of any such action, litigation or proceeding relating to this Release may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. To the fullest extent permitted by applicable law, in connection with any such action, litigation or proceeding relating to this Release, the Parties irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

The Parties hereby waive trial by jury in any action brought on or with respect to this Release, or any other documents executed in connection herewith.

$

Defined terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

$

Defined terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

Full Legal Name of Selling Unitholder (i.e., the entity to be listed as a seller in the Registration Statement and in whose name or on whose behalf Registrable Securities shall be issued at Closing as a result of the Strict Foreclosure):                                                                         

Address for Notices to Selling Unitholder:

Ownership of the Partnership’s Securities. This question covers current beneficial ownership of the Partnership’s equity securities. Please consult Appendix A to this Questionnaire for information as to the meaning of “beneficial ownership” and “equity securities.”

Type of Equity Security

Number of units Beneficially Owned

Were any units of any equity security included in answer to Item 3 above because the beneficial owner had the right to acquire beneficial ownership, including the right to acquire (a) through the exercise of any option, warrant or right, (b) through the conversion of a security, (c) pursuant to the power to revoke a trust, discretionary account, or similar arrangement or (d) pursuant to the automatic termination of a trust, discretionary account or similar arrangement? For the avoidance of doubt, this question does not apply to Registrable Securities to be received at Closing.

Type of Equity Security

Number of Units

Details

Please state the full amount of the outstanding principal balance of the Term Loan Claims held by the Selling Unitholder as of the date this Questionnaire is completed:

Relationships with the Partnership:

Nature of the Selling Unitholder:

Is the Selling Unitholder a natural person? (If so, please mark “Yes” and skip to Item 8.)

Is the Selling Unitholder (i) a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) a majority owned subsidiary of a reporting company under the Exchange Act or (iii) a registered investment company under the Investment Company Act of 1940? If so, please mark the box and state which one.

Broker-Dealer Status:

Is the Selling Unitholder a broker-dealer?

If the Selling Unitholder is a broker-dealer, did the Selling Unitholder receive the Registrable Securities or the Term Loan Claims pursuant to which such securities shall be distributed as compensation for investment banking services, including underwriting activities, to the Partnership?

Is the Selling Unitholder an affiliate of a broker-dealer?

If the Selling Unitholder is an affiliate of a registered broker-dealer, does such Selling Unitholder certify that it (i) will acquire the Registrable Securities in the ordinary course of business and (ii) at the time of the acquisition of such Registrable Securities, such Selling Unitholder will have had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Legal Proceedings with the Partnership:

Summit Midstream Partners, LP

910 Louisiana St., Suite 4200

A “Beneficial Owner” of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:

Voting power which includes the power to vote, or to direct the voting of, such security; and/or

Investment power which includes the power to dispose, or direct the disposition of, such security.

Any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership as part of a plan or scheme to evade the reporting requirements of the federal securities acts shall be deemed to be the beneficial owner of such security.

Notwithstanding the provisions of paragraph (1), a person is deemed to be the “beneficial owner” of a security if that person has the right to acquire beneficial ownership of such security within 60 days, including but not limited to any right to acquire: (a) through the exercise of any option, warrant or right; (b) through the conversion of a security; (c) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or (d) pursuant to the automatic termination of a trust, discretionary account or similar arrangement; provided, however, any person who acquires a security or power specified in (a), (b) or (c) above, with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect, immediately upon such acquisition shall be deemed to be the beneficial owner of the securities which may be acquired through the exercise or conversion of such security or power.

“Additional Consideration” means $6.5 million in cash.

“Ad Hoc Group” means the ad hoc group of certain beneficial owners (or nominees, investment managers, advisors or subadvisors for certain beneficial owners) of the Term Loan Claims, as may be reconstituted from time to time, represented by Stroock.

“Alternative Transaction” means any reorganization (including, for the avoidance of doubt, a transaction premised on an asset sale or a chapter 11 plan other than one that implements the Transaction, or otherwise), proposal, offer, dissolution, winding up, liquidation, reorganization, merger, consolidation, business combination, joint venture, partnership, sale of assets, recapitalization, or restructuring in any jurisdiction anywhere in the world for any entity of the Company other than the Transaction.

“Closing Date” means the date upon which the Transaction is consummated.

“Consent Premium” means $20 million cash.

“Definitive Documents” means all documents that are contemplated by the Transaction Support Agreement and that are otherwise necessary to implement, or otherwise relate to the Transaction.

“Pro Rata Share” means, other than in connection with the Consent Premium, with respect to each Lender, an amount calculated on the basis of the aggregate principal amount of outstanding Loans held by such Lender (determined as of the Closing Date but immediately prior to giving effect to the consummation of the Strict Foreclosure) as a percentage of the total amount of then-outstanding Loans held by all Lenders in the aggregate.

“Questionnaire Deadline” means [October 21, 2020], which deadline may be extended in accordance with the Transaction Support Agreement.

“Registrable Securities” means the Specified Collateral held by the Directing Lenders and the Transaction Consenting Lenders, but only to the extent that such Persons become Directing Lenders or Transaction Consenting Lenders in accordance with the Transaction Support Agreement and provide SMLP with an

“Securities Act” means the Securities Act of 1933, as amended and including any rule or regulation promulgated thereunder.

“SMLP” means Summit Midstream Partners, LP.

“Specified Collateral” means the 34,604,581 common units representing limited partner interests in SMLP currently pledged to the Term Loan Agent, on behalf of the Term Loan Lenders, as collateral under the Credit Agreement; provided that the number of common units comprising the Specified Collateral shall be equitably adjusted in the event of a unit split, reverse unit split, combination, reclassification, recapitalization, exchange, unit dividend, or other distribution payable in common units with respect to the Specified Collateral that occurs prior to the Closing Date.

“Strict Foreclosure” means the delivery to the Term Loan Lenders of the Specified Collateral in accordance with Article 9 of the Uniform Commercial Code and the terms set forth in the Strict Foreclosure Agreement, which together with the Additional Consideration, shall be in full satisfaction of the Company’s obligations under the Credit Agreement (exclusive of any obligations contained therein that survive termination of the Credit Agreement in accordance with the terms set forth in the Transaction Support Agreement and in the Definitive Documents).

“Strict Foreclosure Agreement” means that certain Notification of Proposal of Strict Foreclosure, attached hereto as Exhibit 4.

“Stroock” means Stroock & Stroock & Lavan LLP as counsel to the Ad Hoc Group.

“Term Loan Lenders” means the lenders party to the Credit Agreement as of the Closing Date.

“Term Loan Claims” means all claims held by the Term Loan Lenders party to the Credit Agreement derived from, based upon, or secured pursuant to the Loan Documents, including the approximately $155.2 million in principal amount outstanding, plus all interest, fees, expenses, costs, and other charges arising under or related to the Obligations.

“Transaction Support Agreement” means that certain Transaction Support Agreement (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, and including the Term Sheet (as defined below) and any other exhibits, schedules, or annexes attached hereto or thereto, this “Agreement”), dated as of September 29, 2020, is entered into by and among the Company, Summit Midstream Partners, LP, and the Directing Lenders.

Transaction Support. During the period from and including the Consent Effective Date through and including the termination of the Transaction Support Agreement (the “Support Period”), subject to the terms and conditions hereof, the undersigned Transaction Consenting Lender agrees, with respect to all claims held, that it shall:

(A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not take, nor direct any other person to take, any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and

not exercise, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Term Loan Claims against the Company, including in connection with any payment obligations of the Company under the Credit Agreement that come due during the Support Period, other than in accordance with this Agreement and/or the Definitive Documents; provided, however, that nothing in this clause (ii) shall require the Transaction Consenting Lenders to waive any Default or Event of Default or any of the obligations arising under the Loan Documents; provided, further, that no party to this Agreement shall request that the Term Loan Agent exercise rights or remedies under or with respect to the Credit Agreement or the other Loan Documents during the Support Period to the extent inconsistent with this Agreement.

Mutual Release Agreement. Subject to the terms and conditions hereof, the undersigned Transaction Consenting Lender agrees, with respect to all claims held, that it shall enter into the Mutual Release Agreement, a form of which is attached as Exhibit 2 hereto (the “Mutual Release Agreement”), which Mutual Release Agreement shall be effective as of the Closing Date.

Securities Registration Information. Subject to the terms and conditions hereof, the undersigned Transaction Consenting Lender agrees, with respect to all claims held, that it shall not be eligible to receive registered units of SMLP common stock unless it provides the information requested in Exhibit 3 (the “Questionnaire”) attached hereto prior to the Questionnaire Deadline. In the event the undersigned Transaction Consenting Lender fails to provide the information requested in Exhibit 3, it acknowledges that it may be unable to trade or transfer the units of SMLP common stock constituting its portion of the Specified Collateral or the Additional Consideration unless and until separate arrangements regarding the same (if any) are agreed with SMLP (at its sole discretion).

Rights of Transaction Consenting Lenders Unaffected. Except as expressly set forth herein, nothing contained herein shall:

constitute a waiver or amendment of any term or provision of (A) any of the Loan Documents, as applicable or (B) any other agreement, instrument, or document that gives rise to a Transaction Consenting Lender’s Term Loan Claims; or

constitute a termination or release of any liens granted in connection with the Term Loan Claims.

Transfer of Claims or Withdrawal of Consent. The undersigned Transaction Consenting Lender agrees that if it sells, assigns, or transfers its Term Loan Claims, withdraws its consent to the Transaction through a written notice provided to Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel to the Company and Stroock, or otherwise does not comply with its obligations set forth in this Agreement, it shall not be a Transaction Consenting Lender and shall not be entitled to its Pro Rata Share of the Consent Premium.

The undersigned Transaction Consenting Lender represents and warrants that the following statements are true, correct, and complete as of the date hereof:

the undersigned is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has, as applicable, all requisite corporate, partnership, limited liability company, or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Transaction Consenting Lender’s obligations hereunder have been duly authorized by, as applicable, all necessary corporate, limited liability company, partnership, or other similar action on its part;

the execution, delivery, and performance by such Transaction Consenting Lender of this Agreement does not and will not (A) violate any provision of law, rule, or regulation applicable to it, its charter, or bylaws (or other similar governing documents), or (B) conflict with, result in a breach of, or constitute a default under any material contractual obligation to which it is a party;

the execution, delivery, and performance by such Transaction Consenting Lender of this Agreement, except as expressly provided in this Agreement, does and will not require the consent or approval by any other person or entity, except for any consent or approval obtained prior to, or contemporaneously with, the Consent Effective Date;

this Agreement is the legally valid and binding obligation of such Transaction Consenting Lender, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of a court of competent jurisdiction;

is the beneficial owner of the aggregate principal amount of Term Loan Claims set forth below its name on the signature page hereof; and/or

does not directly or indirectly own any Term Loan Claims other than as identified below its name on its signature page hereof.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, without giving effect to any conflicts of law principles which would permit or require the application of the law of any other jurisdiction.

The undersigned Transaction Consenting Lender irrevocably agrees for itself that any legal action, suit, or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan, the City of New York, and hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the Transaction. The undersigned Transaction Consenting Lender agrees not to commence any proceeding relating hereto or thereto except in the courts described above in New York, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree, or award rendered by any such court in New York as described herein. Subject to the foregoing, the undersigned Transaction Consenting Lender hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim, or otherwise, in any proceeding arising out of or relating to this Agreement or the Transaction, (i) that any claim is not personally subject to the jurisdiction of the courts in New York as described herein for any reason and (ii) that (A) the proceeding in any such court is brought in an inconvenient forum, (B) the venue of such proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

THE UNDERSIGNED TRANSACTION CONSENTING LENDER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). ANY DISPUTES RESOLVED IN COURT SHALL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

Nothing contained herein shall (i) limit the rights of the undersigned Transaction Consenting Lender under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in or related to the Transaction before a court of competent jurisdiction, in each case, so long as such consultation or appearance is not inconsistent with the undersigned Transaction Consenting Lender’s obligations hereunder, or, to the extent such Transaction is consistent with this Agreement, under the terms of the Transaction; (ii) limit the ability of the undersigned Transaction Consenting Lender to sell or enter into any transactions in connection with the Term Loan Claims, or any other claims against or interests in the Company, subject to the terms of Section 2(d); (iii) limit the rights of the undersigned Transaction Consenting Lender under the Credit Agreement or any agreements executed in connection therewith, except to the extent exercise of any such rights are inconsistent with the terms of this Agreement as applicable to the undersigned Transaction Consenting Lender; or (iv) constitute a waiver or amendment of any provision of the Credit Agreement or any agreements executed in connection therewith except as expressly set forth herein.

By executing this Agreement, the undersigned Transaction Consenting Lender forbears from exercising remedies with respect to any Default or Event of Default that is caused by the Company’s entry into this Agreement or the other documents related to this Agreement and the transactions contemplated in this Agreement, and agrees to direct the Term Loan Agent not to exercise remedies to the extent that any other Term Loan Lender directs the Term Loan Agent to exercise such remedies; it being understood and agreed that this waiver shall be terminated and be without any further force and effect upon the termination of this Agreement without the occurrence of the Closing Date.

Although the undersigned Transaction Consenting Lender intends that this Agreement should not constitute, and it believes it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, the undersigned Transaction Consenting Lender acknowledges, agrees, and represents that it (i) is an “accredited investor” as such term is defined in Rule 501(a) of the Securities Act of 1933 and (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the securities to be acquired by it pursuant to the Transaction and understands and is able to bear any economic risks with such investment.

Subject to its obligation to file such Registration Statement under the Transaction Support Agreement, SMLP shall use its reasonable best efforts to prepare and file a registration statement (a “Registration Statement”) with the SEC (on such form as SMLP is eligible to use under the Securities Act) covering resales by the holders of Registrable Securities as selling unitholders of all Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities that is a seller of Registrable Securities is participating, each such holder will furnish to SMLP such information and affidavits as SMLP reasonably requests for use in connection with any such Registration Statement or prospectus and, to the fullest extent permitted by law, each such seller will indemnify SMLP and its directors and officers and each Person who controls SMLP (within the meaning of the Securities Act or the Exchange Act) against any and all losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and disbursements except as limited by Section 27(g)(iii) of the Transaction Support Agreement) resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or related prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished by such seller or any of its employees, advisors, agents, representatives, partners, officers, and directors and each Person who controls such holder (within the meaning of the Securities Act or the Exchange Act) (collectively, the “Seller Affiliates”) in writing specifically for inclusion in the Registration Statement; provided that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Securities, and the liability of each such seller of Registrable Securities will be in proportion to the amount of Registrable Securities sold by them, and, provided, further, that such liability will be limited to the net amount received by such seller from the applicable sale of Registrable Securities.

TRANSACTION CONSENTING LENDER:

By:

Name:

Title: