Common use of REPURCHASE AT THE OPTION OF HOLDER Clause in Contracts

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, Antero Midstream Partners will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. (c) Holders of Notes that are the subject of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of (x) a Change of ControlControl (if, Antero Midstream Partners will be required to make an offer (a “at the Change of Control Offer”Time, the Notes do not have Investment Grade Status) to or (y) a Change of Control Triggering Event (if, at the Change of Control Time, the Notes have Investment Grade Status, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 1,000 or an integral multiple thereof; provided that no Note of a principal amount of $1,000 2,000 or less shall be repurchased in excess thereofpart) of each such Holder’s Notes pursuant to the offer described in Section 4.15 of the Indenture (the “Change of Control Offer”) at a purchase an offer price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes plus accrued and unpaid interest thereon to the date of purchaserepurchase. Within 30 days following (i) any Change of Control or (ii) in the event the Notes have Investment Grade Status at the earlier of the public announcement of (x) a Change of Control or (y) (if applicable) the Company’s intention to effect a Change of Control, subject a Change of Control Triggering Event, the Company will send a notice to the rights Trustee and each Holder describing the transaction or transactions that constitute the Change of Holders Control or Change of Control Triggering Event, as the case may be, and offering to repurchase Notes on the relevant record date to receive interest due on the relevant interest payment specified in such notice, which date that is on or prior to shall be no earlier than 30 days nor later than 60 days from the date of purchase such notice is sent (the “Change of Control PaymentPayment Date”). Within 30 days following any Change of Control, Antero Midstream Partners will send a notice pursuant to each Holder setting forth the procedures governing the Change of Control Offer as required by the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners Upon the consummation of an Asset Sale, the Company or a the affected Restricted Subsidiary will be required to apply an amount equal to all Net Cash Proceeds (excluding amounts received and considered as “cash” pursuant to clauses (2)(A) of Antero Midstream Partners consummates any the first paragraph of Section 4.10 of the Indenture) that are received from such Asset Sales, Sale within five 360 days of each the receipt thereof either (1) to reinvest (or enter into a binding commitment to invest, if such investment is effected within 360 days after the date of such commitment) in Productive Assets or in Asset Acquisitions not otherwise prohibited by the Indenture, or (2) to repay Indebtedness under the Bank Credit Agreement (or other Indebtedness of the Company or such Restricted Subsidiary, as applicable, secured by a Lien, and, in the case of any such repayment under any revolving credit or other facility that permits future borrowings, effect a permanent reduction in the availability or commitment under such facility, (3) to (x) prepay, repay, redeem or purchase Notes including (i) as provided under Section 3.07 of the Indenture, (ii) making an offer (in accordance with the procedures set forth below for a Net Proceeds Offer) to all Holders to purchase their Notes at a purchase price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased or (iii) purchasing Notes at a purchase price of at least 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased, through privately negotiated transactions or open market purchases, in a manner that complies with this Indenture and applicable securities law or (y) prepay, repay, redeem or purchase any other pari passu Indebtedness of the Company or any Guarantor; provided that if the Company or any Restricted Subsidiary shall so repay or prepay any such other pari passu Indebtedness, the Company will reduce (or offer to reduce) Obligations under this Indenture, the Notes and the Note Guarantees on a pro rata basis (based on the amount so applied to such repayments or prepayments) as provided in the immediately preceding clause (x), subject to the applicable procedures of DTC, (4) to improve real property or make a capital expenditure, or (5) any combination of the foregoing. Any Net Cash Proceeds from an Asset Sale that are not applied pursuant to the preceding paragraph shall constitute “Excess Net Proceeds.” No later than 20 business days following the date on which the aggregate amount of Excess Net Proceeds exceeds $30.0 million50 million (the “Net Proceeds Trigger Date”), Antero Midstream Partners will commence the Company shall make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with purchase (the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Net Proceeds Offer”), on a date (the “Net Proceeds Offer Payment Date”) to purchase not less than 30 nor more than 60 days following the maximum applicable Net Proceeds Offer Trigger Date, on a pro rata basis, an aggregate principal amount of Notes and such other pari passu Indebtedness that may be purchased out of equal to the Excess Net Proceeds of (a) Notes, at an offer a purchase price in cash in an amount equal to 100% of the aggregate principal amount of Notes, in each case, plus accrued and unpaid interest thereon, if any, on the Net Proceeds Offer Payment Date, and (b) other pari passu Indebtedness of the Company or any Guarantor, in each case to the date extent required by the terms thereof. If at any time within 360 days after an Asset Sale any non-cash consideration received by the Company or the affected Restricted Subsidiary in connection with such Asset Sale (other than non-cash consideration deemed to be cash as provided in clause (2)(B) of purchaseSection 4.10 of the Indenture) is converted into or sold or otherwise disposed of for cash, then such conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof will be applied in accordance with this covenant. To the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If extent that the aggregate principal amount of Notes and or other pari passu Indebtedness tendered into such Asset Sale pursuant to the Net Proceeds Offer exceeds is less than the amount of Excess Net Proceeds, the Trustee shall select the Notes and the representative Company or such Restricted Subsidiary may use any remaining proceeds of such Asset Sales for general corporate purposes (but subject to the other pari passu Indebtedness terms of the Indenture). Upon completion of a Net Proceeds Offer, the Excess Net Proceeds relating to such Net Proceeds Offer will select such other pari passu Indebtedness be deemed to be purchased on zero for purposes of any subsequent Asset Sale. In the event that a pro rata basis. Restricted Subsidiary consummates an Asset Sale, only that portion of the Net Cash Proceeds therefrom (cincluding any Net Cash Proceeds received upon the sale or other disposition of any non-cash proceeds received in connection with an Asset Sale) Holders of Notes that are distributed to or received by the subject Company or a Restricted Subsidiary will be required to be applied by the Company or the Restricted Subsidiary in accordance with the provisions of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notesthis covenant.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners unless the Company at such time has given notice of redemption under Section 3.07(a) of the Indenture with respect to all outstanding Notes, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to in a minimum principal amount of $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of each Holder’s Notes at pursuant to a purchase price change of control offer (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on Notes repurchased, to, but excluding, the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Payment Date. Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners will send a unless the Company at such time has given notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (bredemption under Section 3.07(a) If Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers all outstanding Notes, the Company will give notice to purchase the Trustee and each Holder describing the transaction or redeem transactions and ratings downgrade that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the proceeds requirements of sales of assets (an “Asset Sale Offer”) Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if any, to purchase the maximum principal amount of Notes extent those laws and such other pari passu Indebtedness that may be purchased out regulations are applicable in connection with the repurchase of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on as a pro rata basis. (c) Holders of Notes that are the subject result of a Change of Control Offer Triggering Event. To the extent that the provisions of any securities laws or an Asset Sale Offer will receive an offer to purchase from regulations conflict with the Issuers prior to any related purchase dateChange of Control Triggering Event provisions of the Indenture, the Company shall comply with the applicable securities laws and Holders of Definitive Notes may elect regulations and shall not be deemed to have breached its obligations under Section 4.07 of the Indenture by virtue of such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notesconflict.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, Antero Midstream Partners the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture (including, but not limited to, Section 4.15 and Article 3 thereof). In the Change of Control Offer, the Company will offer to make a cash payment (a “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchasepurchase (the “Change of Control Payment”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)date. Within 30 ten days following any Change of Control, Antero Midstream Partners the Company will send mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners the Company consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 20.0 million, Antero Midstream Partners the Company will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Company or any of its Restricted Subsidiary) Subsidiaries may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into in such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of the Notes, the Trustee shall will select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. basis (c) except that any Notes represented by a Note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, Antero Midstream Partners will the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder Holder, except to the extent the Company has previously or concurrently mailed or sent a redemption notice with respect to all of the outstanding Notes pursuant to Section 3.07 of the Indenture, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest to interest, if any, to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, Antero Midstream Partners will send unless the Company has previously or concurrently mailed or sent a redemption notice with respect to all of the outstanding Notes pursuant to Section 3.07 of the Indenture, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners the Company consummates any Asset Sales, within five 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 25.0 million, Antero Midstream Partners will commence the Company shall make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest to interest, if any, to, but not including, the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Company shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. basis (c) subject to applicable DTC procedures with respect to the Global Notes), based on the amounts tendered or required to be prepaid or redeemed, and thereafter, the Trustee shall select the Notes to be purchased on a pro rata basis (or such other method required by the Depositary), based on the amounts tendered or required to be prepaid or redeemed (with each case, such adjustments as may be deemed appropriate by the Company or the Trustee, as applicable, so that only notes in denominations of $2000, or an integral multiple of $1000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, Antero Midstream Partners will the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 U.S.$150,000 or an integral multiple multiples of $1,000 in excess thereofU.S.$1.00 above U.S.$150,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase Interest Payment Date (the “Change of Control Payment”). Within 30 10 days following any the date on which a Change of ControlControl occurs, Antero Midstream Partners will the Company shall mail, by first-class mail or, if sent through DTC, send in accordance with DTC’s applicable procedures, a notice to each Holder Holder, with a copy to the Trustee, setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners the Company consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 millionU.S.$5,000,000, Antero Midstream Partners will commence within five days thereof, the Company shall make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners the Company (or any such Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. (c) . Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. (c) The Company shall be required to use 50% of any Excess Capital Contribution greater than U.S.$5,000,000 (the “Excess Capital Contribution Amount”) to make an offer to each Holder of Notes to repurchase such Holder’s Notes at the offer price specified in the next sentence (an “Excess Capital Contribution Offer”). The offer price in any Excess Capital Contribution Offer will be equal to 85% of the principal amount of the Notes plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase, and shall be payable by the Company in cash. If the aggregate principal amount of Notes tendered into such Excess Capital Contribution Offer, taking into account the offer price of 85% of the principal amount of the Notes, exceeds the Excess Capital Contribution Amount, the Trustee shall select the Notes to be purchased in accordance with the selection procedures set forth in Section 3.02 of the Indenture. Any portion of the Excess Capital Contribution that remains after consummation of an Excess Capital Contribution Offer may be used by the Company for any purpose not otherwise prohibited by the Indenture. Within 10 days following the date on which the Company has received all Excess Capital Contributions to be made in connection with the Purchaser’s Capital Contribution (and the total Excess Capital Contributions exceed U.S.$5,000,000), the Company shall mail, by first-class mail or, if sent through DTC, send in accordance with DTC’s applicable procedures, a notice to each Holder, with a copy to the Trustee, stating the Excess Capital Contribution Amount and offering to repurchase Notes on the Excess Capital Contribution payment date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, Antero Midstream Partners each Holder will be required have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest interest, if any, due on the relevant interest payment date that is on or prior to the date of purchase Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, Antero Midstream Partners the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes a Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered and not withdrawn at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of the Alternate Offer. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset SalesSales of Collateral, within five days of each date on which 10 Business Days after the aggregate amount of Excess Collateral Proceeds exceeds $30.0 50.0 million, Antero Midstream Partners the Issuers will commence be required to make an offer (a “Collateral Disposition Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of the Notes and (on a pro rata basis) and, if required by the terms of any other Pari Passu Notes-TLB Obligations, to the holders of such other pari passu Indebtedness Pari Passu Notes-TLB Obligations (on a pro rata basis), to which the Collateral Disposition Offer applies that may be purchased out of the Excess Proceeds Collateral Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other Pari Passu Obligations, plus accrued and unpaid interest to interest, if any, to, but excluding, the date of purchase, in accordance with the procedures set forth in Section 3.09 the Indenture in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof with respect to the IndentureNotes. If To the extent that the aggregate amount of Notes so validly tendered and not properly withdrawn pursuant to a Collateral Disposition Offer (together with, if required by the terms of any other Pari Passu Notes-TLB Obligations, the amount of Pari Passu Notes-TLB Obligations tendered pursuant to any similar requirement), is less than the Excess Proceeds remain after consummation of an Asset Sale OfferCollateral Proceeds, Antero Midstream Partners (or any Restricted Subsidiary) the Issuers may use such any remaining Excess Collateral Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders and, if required by the holders of Pari Passu Notes-TLB Obligations, holders of any Pari Passu Notes-TLB Obligations exceeds the amount of Excess Collateral Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness Pari Passu Notes-TLB Obligations to be purchased shall be selected by the Trustee on a pro rata basis. (c) basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes-TLB Obligations. Holders of Notes that are the subject of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase will receive notice of a Collateral Disposition Offer from the Issuers Company prior to any related purchase datepurchase, prepayment or redemption date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event with respect to this series of Notes, Antero Midstream Partners the Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder of this series of Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes of this series at a purchase price in cash equal to at least 101% of the aggregate principal amount thereof plus accrued and unpaid interest to and Liquidated Damages, if any, to, but excluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners the Issuers will send a notice to each Holder of Notes of this series setting forth the procedures governing the Change of Control Offer as required by the Indenture. In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes of this series accept a Change of Control Offer and Targa Resources Partners (or the third party making the Change of Control Offer as provided in Section 4.15(c) of the Indenture) purchases all of the Notes of this series held by such Holders, Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes of this series that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated Damages, if any, on the Notes of this series that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). (b) If Antero Midstream Partners the Issuers or a Restricted Subsidiary of Antero Midstream Targa Resources Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 50.0 million, Antero Midstream Targa Resources Partners will commence an offer to all Holders of Notes of each series and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, Antero Midstream the Targa Resources Partners (or any such Restricted Subsidiary) may use such Excess Proceeds deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to shall be purchased on a pro rata basis. (c) . Holders of Definitive Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)date. Within 30 days following any Change of Control, Antero Midstream Partners the Company will send mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will not be required to make a Change of Control Offer if notice of redemption has been given pursuant to Section 3.03 of the Indenture. (b) If Antero Midstream Partners or a Restricted Subsidiary the Company fails to apply the Net Proceeds from Asset Sales in the manner specified in the Indenture within 360 days after the receipt of Antero Midstream Partners consummates such Net Proceeds, any Asset Sales, within five Net Proceeds not so applied will constitute Excess Proceeds. Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds exceeding $30.0 20.0 million, Antero Midstream Partners the Company will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) assets, to purchase purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Company or any Restricted Subsidiary) Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased purchased, prepaid or redeemed on a pro rata basis. basis (c) except that any Notes represented by a Global Note will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law or applicable stock exchange or depositary requirements), based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, Antero Midstream Partners the Issuer will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of purchase repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, Antero Midstream Partners the Issuer will send mail (or in the case of Global Notes, transmit in accordance with the procedures of the Depositary) a notice to each Holder with a copy to the Trustee, the Paying Agent and the Registrar describing the transaction or transactions that constitute or constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. Notwithstanding anything to the contrary in Section 4.15 of the Indenture, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption for all outstanding Notes has been given pursuant to Section 3.07 of the Indenture, unless and until there is a default in payment of the applicable redemption price. (b) If Antero Midstream Partners the Issuer or a Restricted Subsidiary of Antero Midstream Partners the Issuer consummates an Asset Sale, any Net Proceeds therefrom that are not applied or invested as provided in Section 4.10(b) of the Indenture within 365 days after the receipt of any Net Proceeds from such applicable Asset SalesSale, within five days of each date on which will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $30.0 10.0 million, Antero Midstream Partners within ten Business Days thereof, the Issuer will commence make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to all Holders to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of with the Excess Proceeds at an Proceeds. The offer price with respect to the Notes in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest to the date of purchase, purchase (subject to the rights of Holders on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of repurchase) and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) the Issuer may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall Paying Agent will select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. basis or by lot (c) or in the case of Global Notes, in accordance with the procedures of the Depositary), subject to adjustments so that Notes are maintained in a minimum denomination of $2,000 or a multiple of $1,000 in excess thereof. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of a Change of Control Offer or an Asset Sale Offer (each, an “Offer to Purchase”), will receive an offer Offer to purchase Purchase from the Issuers Issuer prior to any related purchase date, date and Holders of Definitive Notes may elect to have such their respective Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Noteshereto.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth in Section 4.13 of the Indenture. In the Change of Control Offer, the Company will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Settlement Date. Within No later than 30 days following any Change of Control Triggering Event (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), Antero Midstream Partners the Company will send a notice to each Holder setting forth and the Trustee electronically or by first class mail or otherwise in accordance with the procedures governing of DTC describing the transaction or transactions that constitute the Change of Control Offer Triggering Event and offering to repurchase Notes as of the Change of Control Settlement Date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by Section 4.13 of the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners the Company consummates any Asset SalesSale, within five days 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 50.0 million, Antero Midstream Partners the Company will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Pari Passu Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchasesettlement, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Company or any Restricted Subsidiary) Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of trustee or agent for such other pari passu Indebtedness will Pari Passu Debt shall select such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basis. basis (cexcept that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection) but with such adjustments as necessary so that no Notes or other Pari Passu Debt is purchased in part in an authorized denomination. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company may satisfy the foregoing obligation with respect to any Net Proceeds prior to the expiration of the relevant 365-day period (as such period may be extended in accordance with the Indenture) or with respect to Excess Proceeds of $50 million or less. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners unless the Issuers at such time have given notice of redemption under Section 3.07(a) of the Indenture with respect to all outstanding Notes, the Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to in a minimum principal amount of $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of each Holder’s Notes at pursuant to a purchase price change of control offer (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Issuers will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on Notes repurchased, to, but excluding, the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Payment Date. Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners will send a unless the Issuers at such time has given notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (bredemption under Section 3.07(a) If Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers all outstanding Notes, the Issuers will give prompt written notice to purchase the Trustee and each Holder describing the transaction or redeem transactions and ratings downgrade that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by the Indenture and described in such notice. The Issuers shall comply with the proceeds requirements of sales of assets (an “Asset Sale Offer”) Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if any, to purchase the maximum principal amount of Notes extent those laws and such other pari passu Indebtedness that may be purchased out regulations are applicable in connection with the repurchase of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on as a pro rata basis. (c) Holders of Notes that are the subject result of a Change of Control Offer Triggering Event. To the extent that the provisions of any securities laws or an Asset Sale Offer will receive an offer to purchase from regulations conflict with the Change of Control Triggering Event provisions of the Indenture, the Issuers prior to any related purchase date, shall comply with the applicable securities laws and Holders of Definitive Notes may elect regulations and shall not be deemed to have breached its obligations under Section 4.07 of the Indenture by virtue of such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notesconflict.

REPURCHASE AT THE OPTION OF HOLDER. (a) In the event that the Company or a Subsidiary is required to commence an offer to all Holders to purchase Notes pursuant to Section 4.03 of the Supplemental Indenture, it will comply with the terms set forth in the Supplemental Indenture. (b) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners unless a third party makes a Change of Control Offer as described below or the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes pursuant to Section 3.02 of the Supplemental Indenture, the Company will be required to make an offer to purchase all of the Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest interest, if any, to but excluding the date of purchase, subject to repurchase; provided that if the rights of Holders repurchase date is on or after the relevant record date to and on or before the corresponding interest payment date, then Holders in whose name the Notes are registered at the close of business on such record date will receive the interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)repurchase date. Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners the Company will send deliver or cause to be delivered a notice of such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to the Trustee, to each Holder setting forth of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures governing of DTC, describing the transaction or transactions that constitute the Change of Control Offer as Triggering Event and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture. (b) If Antero Midstream Partners or Indenture and described in such notice, except in the case of a Restricted Subsidiary conditional Change of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth Control Offer made in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. (c) Holders of Notes that are the subject advance of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the NotesTriggering Event as described below.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners will be required unless the Company at such time has given notice of redemption under Section 3.07(b), (c) or (d) of the Indenture with respect to make an offer (a “Change of Control Offer”) to all outstanding Notes, each Holder will have the right to require the Company to repurchase all or any part (equal to in a minimum principal amount of $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to a purchase price change of control offer (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on Notes repurchased, to, but excluding, the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Payment Date. Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners will send a unless the Company at such time has given notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. redemption under Section 3.07(b), (bc) If Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 (d) of the Indenture with respect to offers all outstanding Notes, the Company will give notice to purchase the Trustee and each Holder describing the transaction or redeem transactions and ratings downgrade that constitute the Change of Control Triggering Event and offering to repurchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the proceeds requirements of sales of assets (an “Asset Sale Offer”) Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if any, to purchase the maximum principal amount of Notes extent those laws and such other pari passu Indebtedness that may be purchased out regulations are applicable in connection with the repurchase of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on as a pro rata basis. (c) Holders of Notes that are the subject result of a Change of Control Offer Triggering Event. To the extent that the provisions of any securities laws or an Asset Sale Offer will receive an offer to purchase from regulations conflict with the Issuers prior to any related purchase dateChange of Control Triggering A‑6 Event provisions of the Indenture, the Company shall comply with the applicable securities laws and Holders of Definitive Notes may elect regulations and shall not be deemed to have breached its obligations under Section 4.11 of the Indenture by virtue of such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notesconflict.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, Antero Midstream Partners the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price the repurchase prices (expressed as percentages) set forth in cash equal to 101% Section 4.15 of the aggregate principal amount thereof Indenture plus accrued and unpaid interest to thereon to, but excluding, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of purchase repurchase (the “Change of Control Payment”), subject to the rights of holders of the Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable repurchase date. Within 30 days following any Change of Control, Antero Midstream Partners the Company will send mail (or in the case of Global Notes, transmit in accordance with the procedures of the Depositary) a notice to each Holder with a copy to the Trustee, the Paying Agent and the Registrar describing the transaction or transactions that constitute or constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. Notwithstanding anything to the contrary in Section 4.15 of the Indenture, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption for all outstanding Notes has been given pursuant to Section 3.07 of the Indenture, unless and until there is a default in payment of the applicable redemption price. (b) If Antero Midstream Partners the Company has not consummated the Qualified IPO prior to the Qualified IPO Deadline, the Company will make an offer (a “Missed Qualified IPO Deadline Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes. In the Missed Qualified IPO Deadline Offer, the Company will offer a payment in cash equal to 110% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the applicable repurchase date (the “Missed Qualified IPO Deadline Payment”), subject to the rights of holders of the Notes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable repurchase date. If the Company has not consummated the Qualified IPO prior to the Qualified IPO Deadline, within five calendar days after the Qualified IPO Deadline the Company will mail (or, in the case of Global Notes, transmit in accordance with the procedures of the Depositary) a notice to each Holder with a copy to the Trustee, the Paying Agent and the Registrar setting forth the procedures governing the Missed Qualified IPO Deadline Offer as required by the Indenture. Notwithstanding anything to the contrary in Section 4.14 of the Indenture, the Company will not be required to make a Missed Qualified IPO Deadline Offer if the Company has not consummated the Qualified IPO prior to the Qualified IPO Deadline if notice of redemption for all outstanding Notes has been given pursuant to Section 3.07, unless and until there is a default in payment of the applicable redemption price. (c) If the Company or a Restricted Subsidiary of Antero Midstream Partners the Company consummates an Asset Sale, any Net Proceeds therefrom that are not applied or invested as provided in Section 4.10(b) of the Indenture within 365 days after the receipt of any Net Proceeds from such applicable Asset SalesSale, within five days of each date on which will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $30.0 5.0 million (or, if the Qualified IPO has been consummated, $15 million), Antero Midstream Partners within ten Business Days thereof, the Company will commence make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to all Holders to purchase the maximum principal amount of Notes (plus accrued interest on such Indebtedness and such other pari passu Indebtedness the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased out of with the Excess Proceeds at an Proceeds. The offer price with respect to the Notes in cash any Asset Sale Offer, which will be payable in an amount cash, will be equal to 100% the repurchase prices (expressed as percentages of the principal amount amount) set forth in Section 4.10(d) plus accrued and unpaid interest on the Notes repurchased, to, but excluding, the applicable repurchase date, subject to the date rights of purchase, in accordance with the procedures set forth in Section 3.09 holders of the IndentureNotes on the relevant regular record date to receive interest due on the relevant interest payment date that is on or prior to the applicable repurchase date. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall paying agent will select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. basis or by lot (c) or, in the case of Global Notes, in accordance with the procedures of the Depositary), subject to adjustment so that Notes are maintained in a minimum denomination of $2,000 or a multiple of $1,000 in excess thereof. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of a Change of Control Offer, Missed Qualified IPO Deadline Offer or an Asset Sale Offer (each, an “Offer to Purchase”), will receive an offer Offer to purchase Purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such their respective Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Noteshereto.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to an offer by the Company (a purchase price “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest to and Special Interest, if any, on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)date. Within 30 ten days following any Change of Control, Antero Midstream Partners the Company will send deliver electronically in pdf format or mail a notice to each Holder setting forth with a copy to the Trustee or otherwise in accordance with the procedures governing of the Depositary describing the transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners the Company consummates any Asset Sales, within five days ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 50.0 million, Antero Midstream Partners the Company will commence make an offer (an “Asset Sale Offer”) to all Holders of Notes and and, if required by the terms of any Indebtedness that is pari passu with the Notes, all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest to and Special Interest, if any, to, but not including, the date of purchaserepurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of such other pari passu Indebtedness Company will select such other pari passu Indebtedness to be purchased on a pro rata basis. , based on the amounts tendered or required to be prepaid or redeemed (c) with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). The Company may at its option make an Asset Sale Offer using the Net Proceeds from an Asset Sale at any time following the completion of an Asset Sale. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero, and in the case of an Asset Sale Offer being effected in advance of being required to do so by the Indenture, the amount of Net Proceeds Teleflex is offering to apply in such Asset Sale Offer shall be excluded in subsequent calculations of Excess Proceeds. Holders of Notes that are the subject of a Change of Control Offer or an offer purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)date. Within 30 days following any Change of Control, Antero Midstream Partners the Company will send a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by the Indenture and described in such notice. The Company will not be required to make a Change of Control Offer if notice of redemption has been given pursuant to Section 3.03 of the Indenture. (b) If Antero Midstream Partners or a Restricted Subsidiary the Company fails to apply the Net Proceeds from Asset Sales in the manner specified in the Indenture within 360 days after the receipt of Antero Midstream Partners consummates such Net Proceeds, any Asset Sales, within five Net Proceeds not so applied will constitute Excess Proceeds. Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds exceeding $30.0 20.0 million, Antero Midstream Partners the Company will commence make an offer Asset Sale Offer to all Holders of Notes and all holders Holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) assets, to purchase purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenturecash. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased purchased, prepaid or redeemed on a pro rata basis. basis (c) except that any Notes represented by a Global Note shall be selected by such method as the Depositary or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law or applicable stock exchange or depositary requirements), based on the principal amount of Notes and such other pari passu Indebtedness amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company may satisfy the foregoing obligation with respect to any Excess Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 360-day period or with respect to Excess Proceeds of $20.0 million or less. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, Antero Midstream Partners each Holder will be required have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest interest, if any, due on the relevant interest payment date that is on or prior to the date of purchase Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, Antero Midstream Partners the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes a Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered and not withdrawn at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered and not withdrawn in accordance with the terms of the Alternate Offer. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset SalesSales of Collateral, within five days of each date on which 10 Business Days after the aggregate amount of Excess Collateral Proceeds exceeds $30.0 50.0 million, Antero Midstream Partners the Issuers will commence be required to make an offer (a “Collateral Disposition Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of the Notes and (on a pro rata basis) and, if required by the terms of any other Pari Passu Notes-TLB Obligations, to the holders of such other pari passu Indebtedness Pari Passu Notes-TLB Obligations (on a pro rata basis), to which the Collateral Disposition Offer applies that may be purchased out of the Excess Proceeds Collateral Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other Pari Passu Obligations, plus accrued and unpaid interest to interest, if any, to, but excluding, the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate Indenture in a principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. (c) Holders of Notes that are the subject of a Change of Control Offer $2,000 or an Asset Sale Offer will receive an offer integral multiple of $1,000 in excess thereof with respect to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.the

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, Antero Midstream Partners each Holder will be required have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000 (or $1.00 or integral multiples of $1.00 in the case of any PIK Notes)) of each that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, Antero Midstream Partners the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset Sales, within five days ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners the Issuers will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase all Holders of Notes and other Priority Lien Debt to purchase, prepay or redeem with the Net Proceeds of such Asset Sales the maximum principal amount of Notes and such other pari passu Junior Lien Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest interest, if any, to the date of purchaserepurchase, prepayment or redemption, in accordance with the procedures set forth in Section 3.09 the Indenture and subject to the rights of Holders on the Indenturerelevant record date to receive interest due on the relevant Interest Payment Date. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Company or any of its Restricted Subsidiary) Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and or other pari passu Indebtedness Junior Lien Debt tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of Trustee or agent for such other pari passu Indebtedness will select such other pari passu Indebtedness Junior Lien Debt to be purchased on a pro rata basis. by lot (c) unless otherwise required by law). Holders of Notes that are the subject of a Change an offer to purchase will receive notice of Control Offer or an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase datepurchase, prepayment or redemption date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth in Section 4.13 of the Indenture. In the Change of Control Offer, the Partnership will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Settlement Date. Within No later than 30 days following any Change of Control Triggering Event (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), Antero Midstream Partners the Partnership will send a notice to each Holder setting forth and the Trustee electronically or by first class mail or otherwise in accordance with the procedures governing of DTC describing the transaction or transactions that constitute the Change of Control Offer Triggering Event and offering to repurchase Notes as of the Change of Control Settlement Date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by Section 4.13 of the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners the Partnership or a Restricted Subsidiary of Antero Midstream Partners the Partnership consummates any Asset SalesSale, within five days 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 25.0 million, Antero Midstream Partners the Partnership will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Pari Passu Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchasesettlement, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Partnership or any Restricted Subsidiary) Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of Trustee or agent for such other pari passu Indebtedness will Pari Passu Debt shall select such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basis. basis (cexcept that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate) but with such adjustments as necessary so that no Notes or other Pari Passu Debt is purchased in part in an authorized denomination, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Partnership may satisfy the foregoing obligation with respect to any Net Proceeds prior to the expiration of the relevant 365-day period (as such period may be extended in accordance with the Indenture) or with respect to Excess Proceeds of $25.0 million or less. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Partnership prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)date. Within 30 days following any Change of Control, Antero Midstream Partners the Company will send mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will not be required to make a Change of Control Offer if notice of redemption has been given pursuant to Section 3.03 of the Indenture. (b) If Antero Midstream Partners or a Restricted Subsidiary the Company fails to apply the Net Proceeds from Asset Sales in the manner specified in the Indenture within 365 days after the receipt of Antero Midstream Partners consummates such Net Proceeds, any Asset Sales, within five days Net Proceeds not so applied will constitute Excess Proceeds. Within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds exceeding $30.0 20.0 million, Antero Midstream Partners the Company will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) assets, to purchase purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Company or any Restricted Subsidiary) Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased purchased, prepaid or redeemed on a pro rata basis. basis (c) except that any Notes represented by a Note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes as described in Section 3.07 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to in denominations of $1,000 or an integral multiple of $1,000 provided that the remaining part of any Note surrendered for repurchase in part shall be $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the date of purchasepayment (the “Change of Control Payment Date”), subject to the rights right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date an Interest Payment Date that is on or prior to the date of purchase (the “Change of Control Payment”)Payment Date. Within 30 days following any Change of Control, Antero Midstream Partners unless the Issuers have previously or concurrently exercised their right to redeem all of the Notes pursuant to Section 3.07 of the Indenture, the Company will send a notice to each Holder setting forth and the procedures governing Trustee describing the transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners On the 361st day after an Asset Sale (or the 721st day after an Asset Sale by a Restricted Foreign Subsidiary of Antero Midstream Partners consummates or, in either case and, at the Company’s option, any Asset Salesearlier date), within five days of each date on which if the aggregate amount of Excess Proceeds then exceeds $30.0 35.0 million, Antero Midstream Partners the Company will commence make an offer (an “Asset Sale Offer”) to all Holders of Notes Notes, and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 Sections 3.08 and 4.08 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) assets, to purchase or redeem (subject to proration in the event of over-subscription) the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of settlement, subject to the right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of purchasesettlement, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Parent or any of its Restricted Subsidiary) Subsidiaries may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess ProceedsProceeds allocated to the purchase of Notes, the Trustee shall will select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. basis (c) except that any Notes represented by a Global Note will be selected by the Depositary based on the Depositary’s applicable procedures). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase Asset Sale Offer from the Issuers Company prior to any related purchase date, date of settlement and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) In the event that the Company or a Subsidiary is required to commence an offer to all Holders to purchase 2031 Notes pursuant to Section 4.03 of the Supplemental Indenture, it will comply with the terms set forth in the Supplemental Indenture. (b) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners unless a third party makes a Change of Control Offer as described below or the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding 2031 Notes pursuant to Section 3.02 of the Supplemental Indenture, the Company will be required to make an offer to purchase all of the 2031 Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest interest, if any, to but excluding the date of purchase, subject to repurchase; provided that if the rights of Holders repurchase date is on or after the relevant record date to and on or before the corresponding interest payment date, then Holders in whose name the 2031 Notes are registered at the close of business on such record date will receive the interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)repurchase date. Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners the Company will send deliver or cause to be delivered a notice of such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to the Trustee, to each Holder setting forth of 2031 Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures governing of DTC, describing the transaction or transactions that constitute the Change of Control Offer as Triggering Event and offering to repurchase the 2031 Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture. (b) If Antero Midstream Partners or Indenture and described in such notice, except in the case of a Restricted Subsidiary conditional Change of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth Control Offer made in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. (c) Holders of Notes that are the subject advance of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the NotesTriggering Event as described below.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth in Section 4.13 of the Indenture. In the Change of Control Offer, the Issuer will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Settlement Date. Within No later than 30 days following any Change of Control (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), Antero Midstream Partners the Issuer will send a notice to each Holder setting forth and the Trustee electronically or by first class mail or otherwise in accordance with the procedures governing of DTC describing the transaction or transactions that constitute the Change of Control Offer and offering to repurchase Notes as of the Change of Control Settlement Date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by Section 4.13 of the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners the Issuer or a Restricted Subsidiary of Antero Midstream Partners the Issuer consummates any Asset SalesSale, within five days 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners the Issuer will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Other Pari Passu Lien Obligations containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Other Pari Passu Lien Obligations (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchasesettlement, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Issuer or any Restricted Subsidiary) Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Other Pari Passu Lien Obligations tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of trustee or agent for such other pari passu Indebtedness will Other Pari Passu Lien Obligations shall select such other pari passu Indebtedness Other Pari Passu Lien Obligations to be purchased on a pro rata basis. basis (cexcept that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate) but with such adjustments as necessary so that no Notes or other Other Pari Passu Lien Obligations is purchased in part in an authorized denomination, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuer may satisfy the foregoing obligation with respect to any Net Proceeds prior to the expiration of the relevant 365-day period (as such period may be extended in accordance with the Indenture) or with respect to Excess Proceeds of $30.0 million or less. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Issuer prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. Notwithstanding any other provisions of this section, (i) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, an amount equal to the portion of such Net Proceeds so affected will not be required to be applied in compliance with this section, and such amounts may be retained by the applicable Foreign Subsidiary; provided that the Issuer will agree to use reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law to permit such repatriation and if at any time within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, the applicable organizational document or agreement or the applicable other impediment, an amount equal to such amount of Net Proceeds so permitted to be repatriated will be promptly applied (net of any taxes, costs or expenses that would be payable or reserved against if such amounts were actually repatriated whether or not they are repatriated) in compliance with this covenant and (ii) to the extent that the Issuer has determined in good faith that repatriation of any or all of the Net Proceeds of any Foreign Disposition would result in material adverse tax consequences (which, for the avoidance of doubt, includes, but is not limited to, any material tax liability as a result of a deemed dividend pursuant to Section 956 of the Code or a withholding tax) to the Issuer, any of its Subsidiaries, or any parent entity or beneficial owner, the Net Proceeds so affected may be retained by the applicable Foreign Subsidiary and an amount equal to such Net Proceeds will not be required to be applied in compliance with this section. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. For the avoidance of doubt, nothing in the Indenture shall be construed to require any Subsidiary to repatriate cash.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs at any time, Antero Midstream Partners will be required to the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all purchase such Holder’s Notes, in whole or any in part (equal to $2,000 or an in integral multiple multiples of $1,000 in excess thereof) of each Holder’s Notes 1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest to the date of purchaseinterest, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior if any, to the date of purchase (the “Change of Control PaymentPurchase Date”) (subject to the rights of holders of record on relevant regular record dates that are prior to the Change of Control Purchase Date to receive interest due on an interest payment date). Purchases made under a Change of Control Offer shall also be subject to other procedures set forth in the Indenture. Within 30 days following any Change of Control, Antero Midstream Partners will send the Company shall cause a notice to each Holder setting forth the procedures governing of the Change of Control Offer as required by to be published (if applicable) and send notice of the Change of Control, each in the manner set forth in the Indenture. (b) If Antero Midstream Partners the Company or a any Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds of Antero Midstream Partners consummates any the Asset SalesSale not used as set forth in Section 4.14(b) of the Indenture, within five days of each date on which shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds the greater of $30.0 million40.0 million and 2.5% of Total Assets, Antero Midstream Partners will commence the Company shall, within 15 Business Days, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders of Notes and all from the holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest any Pari Passu Debt, to the date extent required by the terms thereof, on a pro rata basis and subject to the procedures of purchaseDTC, in accordance with the procedures set forth in Section 3.09 the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the IndentureNotes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. If The offer price as to each Note and any Excess Proceeds remain after consummation such Pari Passu Debt shall be payable in cash in an amount equal to (solely in the case of an Asset Sale Offer, Antero Midstream Partners the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or any Restricted Subsidiaryaccreted value, as applicable) may use of such Excess Proceeds for any purpose not otherwise prohibited by Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the Indenturedate of purchase. If the aggregate principal amount of Notes validly tendered according to the terms of the Indenture and other pari passu Indebtedness any such Pari Passu Debt validly tendered into according to the terms thereof and not withdrawn by Holders thereof, or holders of such Asset Sale Offer Pari Passu Debt, as the case may be, exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and the representative of any such other pari passu Indebtedness will select such other pari passu Indebtedness Pari Passu Debt to be purchased shall be selected and paid by the Company on a pro rata basis. , subject to the Applicable Procedures of DTC (c) Holders based upon the principal amount of Notes that are and the subject principal amount or accreted value of a Change such Pari Passu Debt tendered by each Holder or holder respectively). Upon completion of Control Offer or an Asset Sale Offer will receive an offer each such Excess Proceeds Offer, the amount of Excess Proceeds shall be reset to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Noteszero.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth in Section 4.15 of the Indenture. In the Change of Control Offer, the Partnership will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Settlement Date. Within No later than 30 days following any Change of Control (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), Antero Midstream Partners the Partnership will send a notice to each Holder setting forth and the Trustee electronically or by first class mail or otherwise in accordance with the procedures governing of DTC describing the transaction or transactions that constitute the Change of Control Offer and offering to repurchase Notes as of the Change of Control Settlement Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.15 of the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners the Partnership or a Restricted Subsidiary of Antero Midstream Partners the Partnership consummates any Asset SalesSale, within five days 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 25.0 million, Antero Midstream Partners the Partnership will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Pari Passu Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchasesettlement, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Partnership or any Restricted Subsidiary) Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of Trustee or agent for such other pari passu Indebtedness will Pari Passu Debt shall select such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basis. basis (cexcept that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximate pro rata selection as the Trustee deems fair and appropriate) but with such adjustments as necessary so that no Notes or other Pari Passu Debt is purchased in part in an authorized denomination, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Partnership may satisfy the foregoing obligation with respect to any Net Proceeds prior to the expiration of the relevant 365-day period (as such period may be extended in accordance with the Indenture). Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Partnership prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)date. Within 30 days following any Change of Control, Antero Midstream Partners the Company will send a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by the Indenture and described in such notice. The Company will not be required to make a Change of Control Offer if notice of redemption has been given pursuant to Section 4.03 of the Indenture. (b) If Antero Midstream Partners or a Restricted Subsidiary the Company fails to apply the Net Proceeds from Asset Sales in the manner specified in the Indenture within 365 days after the receipt of Antero Midstream Partners consummates such Net Proceeds, any Asset Sales, within five days Net Proceeds not so applied will constitute Excess Proceeds. Within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds exceeding $30.0 20.0 million, Antero Midstream Partners the Company will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) assets, to purchase purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Company or any Restricted Subsidiary) Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased purchased, prepaid or redeemed on a pro rata basis. basis (c) except that any Notes represented by a Note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, Antero Midstream Partners the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest [and Additional Interest, if any,] thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, Antero Midstream Partners the Company will send mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners the Company consummates any Asset Sales, within five 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 15.0 million, Antero Midstream Partners the Company will commence make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds maximum principal amount of sales notes and such other pari passu Indebtedness that may be purchased, prepaid or redeemed out of assets the Excess Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest [and Additional Interest, if any,] thereon to the date of purchase, prepayment or redemption, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale OfferOffer is less than the Excess Proceeds, Antero Midstream Partners (or any Restricted Subsidiary) the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. (c) . Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required unless the Company at such time has given notice of redemption with respect to make an offer (a “Change of Control Offer”) to all outstanding Notes, each Holder will have the right to require the Company to repurchase all or any part (in a principal amount equal to $2,000 the Minimum Dollar Denomination (as defined in paragraph (7) below) or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to a purchase price change of control offer (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, Antero Midstream Partners unless the Company at such time has given notice of redemption with respect to all outstanding Notes, the Company will send mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as required by and offering to repurchase Notes on the Indenturedate specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. (b) Any Net Proceeds from an Asset Sale not applied or invested in accordance with the Indenture within 365 days from the date of the receipt of such Net Proceeds shall constitute “Excess Proceeds.” If Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 20.0 million, Antero Midstream Partners the Company, or the applicable Restricted Subsidiary, will commence make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to all Holders and Indebtedness that ranks pari passu with such Notes and contains provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basiscash. (c) Holders of Notes that are the subject of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners unless the Company at such time has given notice of redemption under Section 3.07(a) or Section 3.09 of the Indenture with respect to all outstanding Notes, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an in a minimum principal amount of €100,000 and integral multiple multiples of $€1,000 in excess thereof) of each Holder’s Notes at pursuant to a purchase price change of control offer (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on Notes repurchased, to, but excluding, the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Payment Date. Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners will send a unless the Company at such time has given notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (bredemption under Section 3.07(a) If Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 3.09 of the Indenture with respect to offers all outstanding Notes, the Company will give notice to purchase the Trustee and each Holder describing the transaction or redeem transactions and ratings downgrade that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 10 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the proceeds requirements of sales of assets (an “Asset Sale Offer”) Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if any, to purchase the maximum principal amount of Notes extent those laws and such other pari passu Indebtedness that may be purchased out regulations are applicable in connection with the repurchase of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on as a pro rata basis. (c) Holders of Notes that are the subject result of a Change of Control Offer Triggering Event. To the extent that the provisions of any securities laws or an Asset Sale Offer will receive an offer to purchase from regulations conflict with the Issuers prior to any related purchase dateChange of Control Triggering Event provisions of the Indenture, the Company shall comply with the applicable securities laws and Holders of Definitive Notes may elect regulations and shall not be deemed to have breached its obligations under Section 4.07 of the Indenture by virtue of such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notesconflict.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth in Section 4.16 of the Indenture. In the Change of Control Offer, the Company will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Settlement Date. Within No later than 30 days following any Change of Control (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), Antero Midstream Partners the Company will send a notice to each Holder setting forth and the Trustee electronically or by first class mail or otherwise in accordance with the procedures governing of DTC describing the transaction or transactions that constitute the Change of Control Offer and offering to repurchase Notes as of the Change of Control Settlement Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.16 of the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners the Company consummates any Asset SalesSale, within five days 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 25.0 million, Antero Midstream Partners the Company will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Pari Passu Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchasesettlement, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Company or any Restricted Subsidiary) Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of Trustee or agent for such other pari passu Indebtedness will Pari Passu Debt shall select such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basis. basis (cexcept that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximate pro rata selection as the Trustee deems fair and appropriate) but with such adjustments as necessary so that no Notes or other Pari Passu Debt is purchased in part in an authorized denomination, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company may satisfy the foregoing obligation with respect to any Net Proceeds prior to the expiration of the relevant 365-day period (as such period may be extended in accordance with the Indenture) or with respect to Excess Proceeds of $25 million or less. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners unless the Company has previously or concurrently electronically delivered or mailed a redemption notice with respect to all of the outstanding Notes as described in Article 3 of the Indenture, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the date of purchasepayment (the “Change of Control Payment Date”), subject to the rights right of Holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date an Interest Payment Date that is on or prior to the date of purchase (the “Change of Control Payment”)Payment Date. Within 30 60 days following any Change of Control, Antero Midstream Partners unless Company has previously or concurrently electronically delivered or mailed a redemption notice with respect to all of the outstanding Notes as described in Article 3, the Company will send a notice to each Holder setting forth and the procedures governing Trustee describing the transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 20 Business Days and no later than 60 days from the date such notice is sent (subject to extension in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control), pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $30.0 20.0 million, Antero Midstream Partners will commence the Company will, at its option, either (i) make an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to all holders of Notes to purchase the maximum a principal amount of Notes and such other pari passu Indebtedness that may be purchased out of equal to the Excess Proceeds at an offer a price in cash in an amount equal to 100not less than 100.0% of the principal amount thereof plus accrued and unpaid interest interest, if any, on the Notes to be redeemed to, but not including, the date of purchaserepurchase; provided that any Excess Proceeds remaining after an Asset Sale Offer will be used for a Mandatory Asset Sale Redemption, in accordance with the procedures set forth in Section 3.09 or (ii) redeem such Excess Proceeds of Notes (a “Mandatory Asset Sale Redemption”) at a redemption price equal to 100.0% of the Indentureprincipal amount thereof plus accrued and unpaid interest, if any, on the Notes to be redeemed to, but not including, the applicable redemption date. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Company or any of its Restricted Subsidiary) Subsidiaries may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. (c) Holders of Definitive Notes that are the subject of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase Asset Sale Offer from the Issuers Company prior to any related purchase date, date of settlement and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) In the event that the Issuer or a Subsidiary is required to commence an offer to all Holders to purchase Notes pursuant to Section 4.08 of the Indenture, it will comply with the terms set forth in the Indenture. (b) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners unless a third party makes a Change of Control Offer as described below or the Issuer has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 of the Indenture, the Issuer will be required to make an offer to purchase all of the Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest interest, if any, to but excluding the date of purchase, subject to repurchase; provided that if the rights of Holders repurchase date is on or after the relevant record date to and on or before the corresponding Interest Payment Date, then Holders in whose name the Notes are registered at the close of business on such record date will receive the interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)repurchase date. Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners the Issuer will send deliver or cause to be delivered a notice of such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to the Trustee, to each Holder setting forth of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures governing of DTC, describing the transaction or transactions that constitute the Change of Control Offer as Triggering Event and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture. (b) If Antero Midstream Partners or Indenture and described in such notice, except in the case of a Restricted Subsidiary conditional Change of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth Control Offer made in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. (c) Holders of Notes that are the subject advance of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the NotesTriggering Event as described below.

REPURCHASE AT THE OPTION OF HOLDER. (a) In the event that the Company or a Subsidiary is required to commence an offer to all Holders to purchase 2029 Notes pursuant to Section 4.03 of the Supplemental Indenture, it will comply with the terms set forth in the Supplemental Indenture. (b) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners unless a third party makes a Change of Control Offer as described below or the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding 2029 Notes pursuant to Section 3.02 of the Supplemental Indenture, the Company will be required to make an offer to purchase all of the 2029 Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest interest, if any, to but excluding the date of purchase, subject to repurchase; provided that if the rights of Holders repurchase date is on or after the relevant record date to and on or before the corresponding interest payment date, then Holders in whose name the 2029 Notes are registered at the close of business on such record date will receive the interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)repurchase date. Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners the Company will send deliver or cause to be delivered a notice of such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to the Trustee, to each Holder setting forth of 2029 Notes at the address of such Holder appearing in the security register or otherwise in accordance with the applicable procedures governing of DTC, describing the transaction or transactions that constitute the Change of Control Offer as Triggering Event and offering to repurchase the 2029 Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture. (b) If Antero Midstream Partners or Indenture and described in such notice, except in the case of a Restricted Subsidiary conditional Change of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth Control Offer made in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. (c) Holders of Notes that are the subject advance of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the NotesTriggering Event as described below.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, Antero Midstream Partners the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchasesettlement (the “Change of Control Payment Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, Antero Midstream Partners the Company will send mail a notice to each Holder setting forth and the procedures governing Trustee describing the transaction or transactions that constitute the Change of Control Offer and offering to repurchase Notes as of the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners Any Net Proceeds from Asset Sales that are not applied or a Restricted Subsidiary invested as provided in Section 4.10(b) of Antero Midstream Partners consummates the Indenture will constitute “Excess Proceeds.” On the 361st day after any Asset SalesSale (or, within five days of each date on which at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $30.0 15.0 million, Antero Midstream Partners the Company will commence make an offer Asset Sale Offer (the “Asset Sale Offer”) to all Holders of Notes Notes, and all holders of other Indebtedness that is pari passu with the Notes Other Pari Passu Obligations containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness Other Pari Passu Obligations that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any such Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest interest, if any, to the date of purchasesettlement, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of such an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) the Company may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Other Pari Passu Obligations tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness Other Pari Passu Obligations to be purchased on a pro rata basis. (c) Holders . Upon completion of Notes that are the subject of a Change of Control Offer or an each such Asset Sale Offer Offer, the amount of Excess Proceeds will receive an offer to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notesbe reset at zero.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, Antero Midstream Partners each Holder will be required have the right, except as provided below and in the Indenture, to require the Company to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereofof $2,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest interest, if any, due on the relevant interest payment date that is on or prior to the date of purchase Interest Payment Date (the “Change of Control Payment”). Within 30 days following any Change of Control, Antero Midstream Partners the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in Section 4.14(a) of the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, (ii) notice of redemption of all outstanding Notes has been given pursuant to the Indenture unless and until there is a default in payment of the applicable redemption price, or (iii) in connection with or in contemplation of any Change of Control, the Company has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset SalesSales of Collateral, within five days of each date on which 10 Business Days after the aggregate amount of Excess Collateral Proceeds exceeds $30.0 million, Antero Midstream Partners the Issuers will commence be required to make an offer (a “Collateral Disposition Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of the Notes and (on a pro rata basis) and, if required by the terms of any other Pari Passu Notes Lien Indebtedness, to the holders of such other pari passu Pari Passu Notes Lien Indebtedness (on a pro rata basis), to which the Collateral Disposition Offer applies that may be purchased out of the Excess Proceeds Collateral Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes and such other Pari Passu Notes Lien Indebtedness, plus accrued and unpaid interest to interest, if any, to, but excluding, the date of purchase, in accordance with the procedures set forth in Section 3.09 the Indenture in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof with respect to the IndentureNotes. If To the extent that the aggregate amount of Notes so validly tendered and not properly withdrawn pursuant to a Collateral Disposition Offer (together with, if required by the terms of any other Pari Passu Notes Lien Indebtedness, the amount of Pari Passu Notes Lien Indebtedness tendered pursuant to any similar requirement), is less than the Excess Proceeds remain after consummation of an Asset Sale OfferCollateral Proceeds, Antero Midstream Partners (or any Restricted Subsidiary) the Issuers may use such any remaining Excess Collateral Proceeds for any purpose not otherwise prohibited by general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Notes and other pari passu surrendered by Holders and, if required by the holders of Pari Passu Notes Lien Indebtedness, holders of any Pari Passu Notes Lien Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Collateral Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Pari Passu Notes Lien Indebtedness to be purchased shall be selected on a pro rata basis. (c) basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes Lien Indebtedness. Holders of Notes that are the subject of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase will receive notice of a Collateral Disposition Offer from the Issuers Company prior to any related purchase datepurchase, prepayment or redemption date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) In the event that the Issuer or a Subsidiary is required to commence an offer to all Holders to purchase Notes pursuant to Section 4.07 of the Indenture, it will comply with the terms set forth in the Indenture. (b) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners unless a third party makes a Change of Control Offer as described below or the Issuer has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 of the Indenture, the Issuer will be required to make an offer to purchase all of the Notes pursuant to the offer described below (a the “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest interest, if any, to but excluding the date of purchase, subject to repurchase; provided that if the rights of Holders repurchase date is on or after the relevant record date to and on or before the corresponding Interest Payment Date, then Holders in whose name the Notes are registered at the close of business on such record date will receive the interest due on the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)repurchase date. Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners the | Issuer will send deliver or cause to be delivered a notice of such Change of Control Offer electronically in accordance with the applicable procedures of DTC or by first-class mail, with a copy to the Trustee, to each Holder setting forth of Notes at the address of such Holder appearing in the Note Register or otherwise in accordance with the applicable procedures governing of DTC, describing the transaction or transactions that constitute the Change of Control Triggering Event any conditions to the Change of Control Offer as and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered, pursuant to the procedures required by the Indenture. (b) If Antero Midstream Partners or Indenture and described in such notice, except in the case of a Restricted Subsidiary conditional Change of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth Control Offer made in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. (c) Holders of Notes that are the subject advance of a Change of Control Offer or an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date, and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the NotesTriggering Event as described below.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth in Section 4.13 of the Indenture. In the Change of Control Offer, the Company will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Settlement Date. Within No later than 30 days following any Change of Control Triggering Event (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), Antero Midstream Partners the Company will send a notice to each Holder setting forth and the Trustee electronically or by first class mail or otherwise in accordance with the procedures governing of DTC describing the transaction or transactions that constitute the Change of Control Offer Triggering Event and offering to repurchase Notes as of the Change of Control Settlement Date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by Section 4.13 of the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners the Company or a Restricted Subsidiary of Antero Midstream Partners the Company consummates any Asset SalesSale, within five days 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 50.0 million, Antero Midstream Partners the Company will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Pari Passu Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchasesettlement, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Company or any Restricted Subsidiary) Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of Trustee or agent for such other pari passu Indebtedness will Pari Passu Debt shall select such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basis. basis (cexcept that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection) but with such adjustments as necessary so that no Notes or other Pari Passu Debt is purchased in part in an authorized denomination. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company may satisfy the foregoing obligation with respect to any Net Proceeds prior to the expiration of the relevant 365-day period (as such period may be extended in accordance with the Indenture) or with respect to Excess Proceeds of $50 million or less. Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Company prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required unless the Company at such time has given notice of redemption under Section 3.07(b), (c) or (d) of the Indenture with respect to make an offer (a “Change of Control Offer”) to all outstanding Notes, each Holder will have the right to require the Company to repurchase all or any part (equal to in a minimum principal amount of $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to a purchase price change of control offer (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on Notes repurchased, to, but excluding, the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Payment Date. Within 30 days following any Change of Control, Antero Midstream Partners will send a unless the Company at such time has given notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. redemption under Section 3.07(b), (bc) If Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 (d) of the Indenture with respect to offers all outstanding Notes, the Company will give notice to purchase the Trustee and each Holder describing the transaction or redeem transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by the Indenture and described in such notice. The Company shall comply with the proceeds requirements of sales of assets (an “Asset Sale Offer”) Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if any, to purchase the maximum principal amount of Notes extent those laws and such other pari passu Indebtedness that may be purchased out regulations are applicable in connection with the repurchase of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on as a pro rata basis. (c) Holders of Notes that are the subject result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer or an Asset Sale Offer will receive an offer to purchase from provisions of the Issuers prior to any related purchase dateIndenture, the Company shall comply with the applicable securities laws and Holders of Definitive Notes may elect regulations and shall not be deemed to have breached its obligations under Section 4.14 of the Indenture by virtue of such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notesconflict.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, Antero Midstream Partners will be required to make an offer (a “Change of Control Offer”) to each Holder of Notes will have the right to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder’s Notes at pursuant to an offer (a purchase price “Change of Control Offer”) on the terms set forth in Section 4.15 of the Indenture. In the Change of Control Offer, the Partnership will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest interest, if any, on the Notes repurchased, to the date of purchasesettlement (the “Change of Control Settlement Date”), subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant an interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Settlement Date. Within No later than 30 days following any Change of Control (or prior to the Change of Control if a definitive agreement is in place for the Change of Control), Antero Midstream Partners the Partnership will send a notice to each Holder setting forth and the Trustee electronically or by first class mail or otherwise in accordance with the procedures governing of DTC describing the transaction or transactions that constitute the Change of Control Offer and offering to repurchase Notes as of the Change of Control Settlement Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by Section 4.15 of the IndentureIndenture and described in such notice. (b) If Antero Midstream Partners the Partnership or a Restricted Subsidiary of Antero Midstream Partners the Partnership consummates any Asset SalesSale, within five days 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 20.0 million, Antero Midstream Partners the Partnership will commence make an offer Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes Pari Passu Debt containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase purchase, prepay or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) in accordance with the Indenture to purchase purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Pari Passu Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds at an Proceeds. The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest interest, if any, to the date of purchasesettlement, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, and will be payable in accordance with the procedures set forth in Section 3.09 of the Indenturecash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (the Partnership or any Restricted Subsidiary) Subsidiary may use such those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and the representative of Trustee or agent for such other pari passu Indebtedness will Pari Passu Debt shall select such other pari passu Indebtedness Pari Passu Debt to be purchased on a pro rata basis. basis (cexcept that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximate pro rata selection as the Trustee deems fair and appropriate) but with such adjustments as necessary so that no Notes or other Pari Passu Debt is purchased in part in an authorized denomination, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Partnership may satisfy the foregoing obligation with respect to any Net Proceeds prior to the expiration of the relevant 365-day period (as such period may be extended in accordance with the Indenture). Holders of Notes that are the subject of a Change of Control Offer or an offer to purchase will receive an Asset Sale Offer will receive an offer to purchase from the Issuers Partnership prior to any related purchase date, date and Holders of Definitive Notes may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, Antero Midstream Partners unless the Issuers at such time have given notice of redemption under Section 3.07(a) of the Indenture with respect to all outstanding Notes, the Issuers will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to in a minimum principal amount of $2,000 or an and integral multiple multiples of $1,000 in excess thereof) of each Holder’s Notes at pursuant to a purchase price change of control offer (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Issuers will offer a payment in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased plus accrued and unpaid interest to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on Notes repurchased, to, but excluding, the relevant interest payment date that is on or prior to the date of purchase (the “Change of Control Payment”)Payment Date. Within 30 days following any Change of ControlControl Triggering Event, Antero Midstream Partners will send a unless the Issuers at such time has given notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (bredemption under Section 3.07(a) If Antero Midstream Partners or a Restricted Subsidiary of Antero Midstream Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $30.0 million, Antero Midstream Partners will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers all outstanding Notes, the Issuers will give prompt written notice to purchase the Trustee and each Holder describing the transaction or redeem transactions and ratings downgrade that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given, pursuant to the procedures required by the Indenture and described in such notice. The Issuers shall comply with the proceeds requirements of sales of assets (an “Asset Sale Offer”) Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, if any, to purchase the maximum principal amount of Notes extent those laws and such other pari passu Indebtedness that may be purchased out regulations are applicable in connection with the repurchase of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Antero Midstream Partners (or any Restricted Subsidiary) may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on as a pro rata basis. (c) Holders of Notes that are the subject result of a Change of Control Offer Triggering Event. To the extent that the provisions of any securities laws or an Asset Sale Offer will receive an offer to purchase from regulations conflict with the Change of Control Triggering Event provisions of the Indenture, the Issuers prior to any related purchase date, shall comply with the applicable securities laws and Holders of Definitive Notes may elect regulations and shall not be deemed to have breached its obligations under Section 4.07 of the Indenture by virtue of such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notesconflict.