FORM OF CREDIT AGREEMENT Dated as of , 2014 among ANTERO MIDSTREAM PARTNERS LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an L/C Issuer, and The Other Lenders Party Hereto WELLS FARGO...Credit Agreement • August 21st, 2014 • Antero Resources Midstream LLC • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of , 2014, among ANTERO MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Borrower”), each lender and L/C Issuer from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer.
AGREEMENT OF LIMITED PARTNERSHIP OF ANTERO MIDSTREAM PARTNERS LP Dated November 10, 2014Limited Partnership Agreement • November 17th, 2014 • Antero Midstream Partners LP • Natural gas transmission • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF ANTERO MIDSTREAM PARTNERS LP dated as of November 10, 2014, is entered into by and between Antero Resources Midstream Management LLC, a Delaware limited liability company, as the General Partner, and Antero Resources Corporation, a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2016 • Antero Midstream Partners LP • Natural gas transmission • New York
This REGISTRATION RIGHTS AGREEMENT dated September 13, 2016 (this “Agreement”) is entered into by and among Antero Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Antero Midstream Finance Corporation, a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Issuers”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several initial purchasers listed in Schedule 1 of the Purchase Agreement (collectively, the “Initial Purchasers”).
6,000,000 Common Units Representing Limited Partner Interests ANTERO MIDSTREAM PARTNERS LP UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2017 • Antero Midstream Partners LP • Natural gas transmission • New York
Antero Midstream Partners LP, a Delaware limited partnership (the “Partnership”), proposes to sell 6,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to 900,000 additional Common Units on the terms set forth in Section 3 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
Antero Midstream Partners LP Common Units Representing Limited Partner Interests Having an Aggregate Gross Sales Price of up to $250,000,000 EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 8th, 2016 • Antero Midstream Partners LP • Natural gas transmission • New York
party which is filed as an exhibit to the Registration Statement (including exhibits to documents incorporated by reference in the Registration Statement).
ANTERO MIDSTREAM PARTNERS LP, ANTERO MIDSTREAM FINANCE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETOIndenture • February 25th, 2019 • Antero Midstream Partners LP • Natural gas transmission • New York
THIS INDENTURE dated as of February 25, 2019, is among Antero Midstream Partners LP, a Delaware limited partnership (“Antero Midstream Partners”), and Antero Midstream Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with Antero Midstream Partners, the “Issuers”), the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2018 • Antero Midstream Partners LP • Natural gas transmission • Delaware
This Amended and Restated Indemnification Agreement (“Agreement”) is made as of , 20 by and between Antero Midstream Partners GP LLC, a Delaware limited liability company (the “General Partner”), Antero Midstream Partners LP (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”) and (“Indemnitee”).
FIRST AMENDED AND RESTATED GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN ANTERO RESOURCES CORPORATION AND ANTERO MIDSTREAM LLC DATED AS OF FEBRUARY 13, 2018Gathering and Compression Agreement • April 25th, 2018 • Antero Midstream Partners LP • Natural gas transmission • Colorado
This First Amended and Restated Gathering and Compression Agreement (this “Agreement”), dated as of February 13, 2018 (the “Effective Date”), is by and between ANTERO RESOURCES CORPORATION, a Delaware corporation (“Shipper”), and ANTERO MIDSTREAM LLC, a Delaware limited liability company (“Gatherer”). Shipper and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.”
SECOND AMENDED AND RESTATED RIGHT OF FIRST OFFER AGREEMENT BY AND BETWEEN ANTERO RESOURCES CORPORATION AND ANTERO MIDSTREAM LLC DATED AS OF FEBRUARY 13, 2018Right of First Offer Agreement • April 25th, 2018 • Antero Midstream Partners LP • Natural gas transmission • Colorado
This Gas Processing Agreement (this “Agreement”), dated as of [____________] (the “Effective Date”), is by and between ANTERO RESOURCES CORPORATION, a Delaware corporation (“Producer”), and ANTERO MIDSTREAM LLC, a Delaware limited liability company (“Processor”). Producer and Processor may be referred to herein individually as a “Party” or collectively as the “Parties.”
FIRST AMENDMENT AND JOINDER AGREEMENTFirst Amendment and Joinder Agreement • November 2nd, 2018 • Antero Midstream Partners LP • Natural gas transmission • New York
THIS FIRST AMENDMENT AND JOINDER AGREEMENT, dated as of October 31, 2018 (this “Agreement”), by and among the institutions set forth on Schedule 1 hereto (each an “Incremental Lender” and collectively the “Incremental Lenders”), the other Lenders party hereto, ANTERO MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), Swingline Lender and an L/C Issuer.
ANTERO MIDSTREAM PARTNERS LP ANTERO MIDSTREAM FINANCE CORPORATION PURCHASE AGREEMENTPurchase Agreement • September 13th, 2016 • Antero Midstream Partners LP • Natural gas transmission • New York
Antero Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and Antero Midstream Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $650,000,000 aggregate principal amount of their 5.375% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), among the Issuers, the guarantors listed in Schedule 2 hereto (the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”). The Issuers and the Guarantors are referred to collectively herein as the “Antero Entities.”
10,000,000 Common Units Representing Limited Partner Interests ANTERO MIDSTREAM PARTNERS LP UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2017 • Antero Midstream Partners LP • Natural gas transmission • New York
Antero Resources Corporation, a Delaware corporation (the “Selling Unitholder”), proposes to sell 10,000,000 common units (the “Firm Units”) representing limited partner interests (the “Common Units”) in Antero Midstream Partners LP (the “Partnership”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). The Selling Unitholder also proposes to grant to the Underwriters an option to purchase up to 1,500,000 additional Common Units on the terms set forth in Section 3 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Selling Unitholder by the Underwriters.
CREDIT AGREEMENT dated as of February 28, 2014 among ANTERO RESOURCES MIDSTREAM OPERATING LLC, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO...Credit Agreement • March 21st, 2014 • Antero Resources Midstream LLC • Natural gas transmission • New York
THIS CREDIT AGREEMENT dated as of February 28, 2014, among ANTERO RESOURCES MIDSTREAM OPERATING LLC, a Delaware limited liability company, (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, N.A., as Syndication Agent, and UNION BANK, N.A., and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Co-Documentation Agents.
SERVICES AGREEMENTServices Agreement • November 17th, 2014 • Antero Midstream Partners LP • Natural gas transmission • Colorado
This SERVICES AGREEMENT (this “Agreement”) dated as of November 10, 2014, is entered into by and among Antero Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Antero Resources Midstream Management LLC, a Delaware limited liability company (the “General Partner”), and Antero Resources Corporation, a Delaware corporation (“Antero”). The Partnership, the General Partner and Antero may be referred to herein individually as “Party” or collectively as “Parties.”
FIRST AMENDED AND RESTATED WATER SERVICES AGREEMENT BY AND AMONG ANTERO RESOURCES CORPORATION, ANTERO WATER LLC AND ANTERO TREATMENT LLC DATED EFFECTIVE AS OF September 24, 2015Water Services Agreement • February 13th, 2019 • Antero Midstream Partners LP • Natural gas transmission • Colorado
This First Amended and Restated Water Services Agreement (this “Agreement”), entered into on February 12, 2019, but effective for all purposes as of September 24, 2015 (the “Effective Date”), is by and among ANTERO RESOURCES CORPORATION, a Delaware corporation (“Producer”), ANTERO WATER LLC, a Delaware limited liability company (“AW”), and ANTERO TREATMENT LLC, a Delaware limited liability company (“AT”, and collectively with AW, “Antero Water”). Producer and Antero Water may be referred to herein individually as a “Party” or collectively as the “Parties.”
JOINDER AGREEMENTJoinder Agreement • October 26th, 2016 • Antero Midstream Partners LP • Natural gas transmission • New York
JOINDER AGREEMENT, dated as of October 4, 2016, made by Antero Midstream Partners LP (the “Borrower”), Antero Midstream Finance Corporation, a Delaware corporation, (the “Additional Grantor”), in favor of Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties as defined in the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
WATER SERVICES AGREEMENT BY AND BETWEEN ANTERO RESOURCES CORPORATION AND ANTERO WATER LLC DATED AS OF September 23, 2015Water Services Agreement • October 28th, 2015 • Antero Midstream Partners LP • Natural gas transmission • Colorado
This Water Services Agreement (this “Agreement”), dated as of September 23, 2015 (the “Effective Date”), is by and between ANTERO RESOURCES CORPORATION, a Delaware corporation (“Producer”), and ANTERO WATER LLC, a Delaware limited liability company (“Antero Water”). Producer and Antero Water may be referred to herein individually as a “Party” or collectively as the “Parties.”
FORM OF REGISTRATION RIGHTS AGREEMENT OF ANTERO MIDSTREAM PARTNERS LP a Delaware Limited Partnership Dated Effective as of November 10, 2014Registration Rights Agreement • November 17th, 2014 • Antero Midstream Partners LP • Natural gas transmission • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of November 10, 2014, by and among Antero Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and Antero Resources Corporation, a Delaware corporation (“Antero”) (each, a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition have the meanings set forth in Section 1.
COMMON UNIT PURCHASE AGREEMENT by and among ANTERO MIDSTREAM PARTNERS LP and THE PURCHASERS NAMED ON SCHEDULE A HERETOCommon Unit Purchase Agreement • September 18th, 2015 • Antero Midstream Partners LP • Natural gas transmission • New York
This COMMON UNIT PURCHASE AGREEMENT, dated as of September 17, 2015 (this “Agreement”), is by and among ANTERO MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Partnership”), and each of the purchasers listed on Schedule A hereof (each a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG ANTERO MIDSTREAM PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • February 18th, 2016 • Antero Midstream Partners LP • Natural gas transmission • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2015, by and among Antero Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDMENTCredit Agreement • April 11th, 2017 • Antero Midstream Partners LP • Natural gas transmission • New York
THIS SECOND AMENDMENT, dated as of April 11, 2017 (this “Agreement”), by and among the Lenders party hereto, ANTERO MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and between ANTERO RESOURCES CORPORATION and ANTERO MIDSTREAM PARTNERS LPContribution Agreement • November 17th, 2014 • Antero Midstream Partners LP • Natural gas transmission • Colorado
THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is dated the 10th day of November, 2014, by and between Antero Resources Corporation, a Delaware corporation (“Contributor”), and Antero Midstream Partners LP, a Delaware limited liability company and successor by conversion to Antero Resources Midstream LLC (“Antero Midstream”). Contributor and Antero Midstream are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
EXPLANATORY NOTEContribution, Conveyance and Assumption Agreement • October 9th, 2015 • Antero Midstream Partners LP • Natural gas transmission
On September 23, 2015, Antero Midstream Partners LP (the “Partnership”) and its wholly owned subsidiary, Antero Treatment LLC (“Antero Treatment”), entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with Antero Resources Corporation (“Antero”). Pursuant to the terms of the Contribution Agreement, Antero agreed to contribute (the “Water Acquisition”) (i) all of the outstanding limited liability company interests of Antero Water LLC (“Antero Water”) to the Partnership and (ii) all of the assets, contracts, rights, permits and properties owned or leased by Antero and used primarily in connection with the construction, ownership, operation, use or maintenance of Antero’s advanced wastewater treatment complex to be constructed in Doddridge County, West Virginia, to Antero Treatment (collectively, (i) and (ii) are referred to herein as the “Contributed Assets”). In consideration for the contribution of the Contributed Assets, the Partnership (i) p
LICENSE AGREEMENTLicense Agreement • November 17th, 2014 • Antero Midstream Partners LP • Natural gas transmission • Texas
THIS LICENSE AGREEMENT, including all Exhibits hereto (this “Agreement”), is entered into as of the 10th day of November, 2014 and effective as of the 1st day of December, 2013 (the “Effective Date”), by and between Antero Resources Corporation, a Delaware corporation (“Licensor”), and Antero Midstream Partners LP, a Delaware limited liability company (“Licensee”). Licensor and Licensee are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
FORM OF AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and between ANTERO RESOURCES CORPORATION and ANTERO RESOURCES MIDSTREAM LLCContribution Agreement • August 21st, 2014 • Antero Resources Midstream LLC • Natural gas transmission • Texas
THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is dated the day of , 2014, by and between Antero Resources Corporation, a Delaware corporation (“Contributor”), and Antero Resources Midstream LLC, a Delaware limited liability company (“Antero Midstream”). Contributor and Antero Midstream are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF ANTERO MIDSTREAM PARTNERS LPAgreement of Limited Partnership • February 24th, 2016 • Antero Midstream Partners LP • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment”) to the Agreement of Limited Partnership of Antero Midstream Partners LP, a Delaware limited partnership (the “Partnership”), dated as of November 10, 2014 (the “Partnership Agreement”), is entered into effective as of February 23, 2016, by Antero Resources Midstream Management LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
CREDIT AGREEMENT Dated as of November 10, 2014 among ANTERO MIDSTREAM PARTNERS LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an L/C Issuer, and The Other Lenders Party Hereto WELLS FARGO...Credit Agreement • November 17th, 2014 • Antero Midstream Partners LP • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of , 2014, among ANTERO MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Borrower”), each lender and L/C Issuer from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer.
AMENDMENT NO. 2 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF ANTERO MIDSTREAM PARTNERS LPAgreement of Limited Partnership • December 26th, 2017 • Antero Midstream Partners LP • Natural gas transmission • Delaware
This Amendment No. 2 (this “Amendment”) to the Agreement of Limited Partnership of Antero Midstream Partners LP, a Delaware limited partnership (the “Partnership”), dated as of November 10, 2014, as amended by Amendment No. 1, dated as of February 22, 2016 (the “Partnership Agreement”), is entered into effective as of December 20, 2017, by Antero Midstream Partners GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
FIRST AMENDMENT AND JOINDER AGREEMENTFirst Amendment and Joinder Agreement • September 24th, 2015 • Antero Midstream Partners LP • Natural gas transmission • New York
THIS FIRST AMENDMENT AND JOINDER AGREEMENT, dated as of September 23, 2015 (this “Agreement”), by and among the institutions set forth on Schedule 1 hereto (each an “Incremental Lender” and collectively the “Incremental Lenders”), the other Lenders party hereto, ANTERO MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), Swingline Lender and L/C Issuer.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 26, 2017 among ANTERO MIDSTREAM PARTNERS LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an L/C Issuer, and The Other Lenders Party...Credit Agreement • November 1st, 2017 • Antero Midstream Partners LP • Natural gas transmission • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered into as of October 26, 2017, among ANTERO MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the "Borrower"), each lender and L/C Issuer from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer.
SIMPLIFICATION AGREEMENT by and amongSimplification Agreement • October 10th, 2018 • Antero Midstream Partners LP • Natural gas transmission • Delaware
This SIMPLIFICATION AGREEMENT (this “Agreement”), dated as of October 9, 2018, is entered into by and among AMGP GP LLC (“AMGP GP”), a Delaware limited liability company and the general partner of Antero Midstream GP LP, a Delaware limited partnership (“AMGP”), AMGP, Antero IDR Holdings LLC, a Delaware limited liability company and subsidiary of AMGP (“IDR Holdings”), Arkrose Midstream Preferred Co LLC, a Delaware limited liability company and wholly owned subsidiary of AMGP (“Preferred Co”), Arkrose Midstream Newco Inc., a Delaware corporation and a wholly owned subsidiary of AMGP (“NewCo”), Arkrose Midstream Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of NewCo (“Merger Sub”), Antero Midstream Partners GP LLC (“AMLP GP”), a Delaware limited liability company and the general partner of Antero Midstream Partners LP, a Delaware limited partnership (“AMLP”), and AMLP. Each of the parties hereto is sometimes individually referred to herein as a “party
Antero Midstream Partners LP Common Units Representing Limited Partner Interests Having an Aggregate Gross Sales Price of up to $250,000,000 AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 11th, 2017 • Antero Midstream Partners LP • Natural gas transmission • New York
