THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 30, 2024 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 • July 31st, 2024 • Antero Midstream Corp • Natural gas transmission • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of July 30, 2024, 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.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 12th, 2019 • Antero Midstream Corp • Natural gas transmission • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2019 by and between Antero Midstream Corporation, a Delaware corporation, and (“Indemnitee”).
Antero Midstream Partners LP, Antero Midstream Finance CorpORATION and each of the Guarantors PARTY HERETO INDENTURE Dated as of January 16, 2024 COMPUTERSHARE TRUST COMPANY, N.A. Trustee 6.625% SENIOR NOTES DUE 2032Indenture • January 16th, 2024 • Antero Midstream Corp • Natural gas transmission • New York
THIS INDENTURE dated as of January 16, 2024, 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 Computershare Trust Company, N.A., a national banking association, as trustee.
FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2018 • Antero Midstream GP LP • Natural gas transmission • Delaware
This Amended and Restated Indemnification Agreement (“Agreement”) is made as of , 20 by and between AMGP GP LLC, a Delaware limited liability company (the “General Partner”), Antero Midstream GP LP (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”) and (“Indemnitee”).
SECOND AMENDED AND RESTATED GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN ANTERO RESOURCES CORPORATION AND ANTERO MIDSTREAM LLC DATED AS OF DECEMBER 8, 2019Gathering and Compression Agreement • February 12th, 2020 • Antero Midstream Corp • Natural gas transmission • Colorado
This Second Amended and Restated Gathering and Compression Agreement (this “Agreement”), dated as of December 8, 2019 (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.”
SERVICES AGREEMENTServices Agreement • May 9th, 2017 • Antero Midstream GP LP • Natural gas transmission • Colorado
This SERVICES AGREEMENT (this “Agreement”) dated as of May 9, 2017 (the “Effective Date”), is entered into by and among Antero Midstream GP LP, a Delaware limited partnership (the “Partnership”), AMGP GP LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”), Antero IDR Holdings LLC, a Delaware limited liability company (“IDR LLC”), and Antero Resources Corporation, a Delaware corporation (“Antero”). The Partnership, the General Partner, IDR LLC and Antero may be referred to herein individually as a “Party” or collectively as the “Parties.”
FIRST AMENDMENT AND JOINDER AGREEMENTFirst Amendment and Joinder Agreement • November 5th, 2018 • Antero Midstream GP 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 • February 25th, 2019 • Antero Midstream GP 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 5.750% Senior Notes due 2027 (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.”
AGREEMENT OF LIMITED PARTNERSHIP OF ANTERO MIDSTREAM GP LP Dated May 9, 2017Limited Partnership Agreement • May 9th, 2017 • Antero Midstream GP LP • Natural gas transmission • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF ANTERO MIDSTREAM GP LP dated as of May 9, 2017 and effective as of the effectiveness of the Conversion, is entered into by AMGP GP LLC, a Delaware limited liability company, as the General Partner, and Antero Resources Investment LLC, 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 AGREEMENT OFRegistration Rights Agreement • March 12th, 2019 • Antero Midstream Corp • Natural gas transmission • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of March 12, 2019, by and among Antero Midstream Corporation, a Delaware corporation (the “Company”), and the other parties listed on the signature pages hereto (each, a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition have the respective meanings set forth in Section 1.
LIMITED LIABILITY COMPANY AGREEMENT OF ANTERO IDR HOLDINGS LLC a Delaware limited liability company December 31, 2016Limited Liability Company Agreement • April 7th, 2017 • Antero Resources Midstream Management LLC • Natural gas transmission • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of ANTERO IDR HOLDINGS LLC, a Delaware limited liability company (the “Company”), dated as of December 31, 2016 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members and the Company.
VOTING AGREEMENTVoting Agreement • October 10th, 2018 • Antero Midstream GP LP • Natural gas transmission • Delaware
This VOTING AGREEMENT, dated as of October 9, 2018 (this “Agreement”), is by and between Antero Midstream GP LP, a Delaware limited partnership (“AMGP”), and Antero Resources Corporation, a Delaware corporation (“Antero Resources”).
SECOND AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • February 12th, 2020 • Antero Midstream Corp • Natural gas transmission • Colorado
This SECOND AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”) dated as of December 31, 2019, and effective as of March 13, 2019, is entered into by and among Antero Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Antero Midstream Corporation, a Delaware corporation (the “Company”), Antero Partners GP LLC, a Delaware limited liability company that is disregarded as separate from the Company for U.S. federal income tax purposes (the “General Partner”), and Antero Resources Corporation, a Delaware corporation (“Antero”). The Partnership, the Company, the General Partner and Antero may be referred to herein individually as “Party” or collectively as “Parties.”
CREDIT AGREEMENTCredit Agreement • August 1st, 2018 • Antero Midstream GP LP • Natural gas transmission • New York
THIS CREDIT AGREEMENT (this “Agreement“) is entered into as of May 9, 2018, by and between ANTERO MIDSTREAM GP LP, a Delaware limited partnership (“Borrower“), and WELLS FARGO BANK, NATIONAL ASSOCIATION (together with its successors and assigns permitted hereunder, “Bank“).
REGISTRATION RIGHTS AGREEMENT OF ANTERO MIDSTREAM GP LP, a Delaware Limited Partnership Dated Effective as of May 9, 2017Registration Rights Agreement • May 9th, 2017 • Antero Midstream GP LP • Natural gas transmission • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of May 9, 2017, by and among Antero Midstream GP LP, a Delaware limited partnership (the “Partnership”), and the other parties listed on the signature pages hereto (each, a “Party” and collectively, the “Parties”). Capitalized terms used herein without definition have the meanings set forth in Section 1.
AMENDMENT NO. 1 TO VOTING AGREEMENTVoting Agreement • March 12th, 2019 • Antero Midstream Corp • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment”) to the Voting Agreement (as defined below), is effective as of March 11, 2019, with reference to the following facts:
37,250,000 Common Shares ANTERO MIDSTREAM GP LP COMMON SHARES REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT May 3, 2017Underwriting Agreement • May 9th, 2017 • Antero Midstream GP LP • Natural gas transmission • New York
The undersigned understands that Morgan Stanley & Co. LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Antero Midstream GP LP, a Delaware limited partnership (the “Partnership”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of 37,250,000 common shares (the “Shares”) representing limited partner interests in the Partnership (the “Common Shares”).
STOCKHOLDERS’ AGREEMENTStockholders Agreement • October 10th, 2018 • Antero Midstream GP LP • Natural gas transmission • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of October 9, 2018, is entered into by and among Antero Midstream GP LP, a Delaware limited partnership (“AMGP”), Arkrose Subsidiary Holdings LLC, a Delaware limited liability company (“AR Sub”), Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP Private Equity X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), Warburg Pincus Private Equity VIII, LP, a Delaware limited partnership (“WP Private Equity VIII”), Warburg Pincus Netherlands Private Equity VIII C.V. I, a company formed under the laws of the Netherlands (“WP Netherlands”), WP-WPVIII Investors, L.P., a Delaware limited partnership (“WP-WPVIII” and, together with WP Private Equity X, WP X Partners, WP Private Equity VIII and WP Netherlands, collectively, the “Warburg Funds”), Yorktown Energy Partners V, L.P., a Delaware limited partnership (“Yorktown V”), Yorktown Energy Partners VI, L.P., a Delaware limited
LIMITED LIABILITY COMPANY AGREEMENT OF AMGP GP LLC DATED AS OF MAY 9, 2017Limited Liability Company Agreement • May 9th, 2017 • Antero Midstream GP LP • Natural gas transmission • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of AMGP GP LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 9th day of May, 2017, by and among each of the Persons executing this Agreement on the signature pages hereto as a member (together with such other Persons that may hereafter become members as provided herein, referred to collectively as the “Members” or, individually, as a “Member”).
ANTERO MIDSTREAM CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2019 • Antero Midstream Corp • Natural gas transmission • New York
The stockholders listed on Schedule I hereto (each, a “Selling Stockholder” and together, the “Selling Stockholders”), propose to sell an aggregate of 25,965,437 shares (the “Stock”) of the common stock, par value $0.01 per share (the “Common Stock”), of Antero Midstream Corporation, a Delaware corporation (the “Company”), to Barclays Capital Inc. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholders by the Underwriter.
Dear Holder of Common Units Representing Limited Partner Interests in Antero Midstream Partners LP:Simplification Agreement • January 11th, 2019 • Antero Midstream GP LP • Natural gas transmission
On October 9, 2018, Antero Midstream Partners LP (“Antero Midstream,” “we,” “our,” or “us”), Antero Midstream GP LP (“AMGP”), and certain of their affiliates entered into a Simplification Agreement, as may be amended from time to time (the “Simplification Agreement”), pursuant to which, among other things, (1) AMGP will be converted from a limited partnership to a corporation under the laws of the State of Delaware, to be named Antero Midstream Corporation (which we refer to as “New AM” and the conversion, the “Conversion”); (2) Antero Midstream Merger Sub LLC, an indirect, wholly owned subsidiary of New AM, will be merged with and into Antero Midstream, with Antero Midstream surviving the merger as an indirect, wholly owned subsidiary of New AM (the “Merger”) and (3) each issued and outstanding Series B Unit representing limited liability company interests of Antero IDR Holdings LLC, a partially owned subsidiary of AMGP and the holder of all of Antero Midstream’s incentive distributio
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • April 16th, 2019 • Antero Midstream Corp • Natural gas transmission • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 15, 2019, is 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”), Antero Midstream Corporation, a Delaware corporation (the “Parent Guarantor”), each of the other parties identified on the signature page hereto (the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined herein).
March 15, 2019Phantom Unit Exchange Agreement • May 1st, 2019 • Antero Midstream Corp • Natural gas transmission
As you are aware, Antero Midstream GP LP (“AMGP”), Antero Midstream Partners LP (“Antero Midstream”) and certain of their affiliates entered into a simplification agreement (the “Simplification Agreement”), pursuant to which AMGP was converted into Antero Midstream Corporation (“New AM”) and Antero Midstream became a wholly owned subsidiary of New AM (the “Simplification”). Shares of New AM’s common stock (“New AM Common Stock”) are listed on the New York Stock Exchange (“NYSE”) under the symbol “AM.”
SECOND AMENDMENTSecond Amendment • February 12th, 2020 • Antero Midstream Corp • Natural gas transmission • New York
THIS SECOND AMENDMENT, dated as of February 26, 2019 (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”), Swingline Lender and an L/C Issuer.
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF ANTERO IDR HOLDINGS LLCLimited Liability Company Agreement • May 14th, 2018 • Antero Midstream GP LP • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment”) to the Limited Liability Company Agreement of Antero IDR Holdings LLC, a Delaware limited liability company (the “Company”), dated as of December 31, 2016 (the “Agreement”), is made as of May 9, 2018. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • April 16th, 2019 • Antero Midstream Corp • Natural gas transmission • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 15, 2019, is 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”), Antero Midstream Corporation, a Delaware corporation (the “Parent Guarantor”), each of the other parties identified on the signature page hereto (the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined herein).
JOINDER AGREEMENTJoinder Agreement • February 12th, 2020 • Antero Midstream Corp • Natural gas transmission • New York
THIS JOINDER AGREEMENT, dated as of November 19, 2019 (this “Agreement”), by and among the institutions set forth on Schedule 1 hereto (each an “Incremental Lender” and collectively the “Incremental Lenders”), 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.
Delaware Revised Uniform Limited Partnership ActPartnership Agreement • November 5th, 2018 • Antero Midstream GP LP • Natural gas transmission
Delaware Code Title 6 § 17-212: A partnership agreement or an agreement of merger or consolidation or a plan of merger may provide that contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class or group or series of partners or partnership interests in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership is a constituent party to the merger or consolidation, any conversion of the limited partnership to another business form, any transfer to or domestication or continuance in any jurisdiction by the limited partnership, or the sale of all or substantially all of the limited partnership’s assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such appraisal rights.
AMENDMENT NO. 1 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF ANTERO MIDSTREAM GP LPAgreement of Limited Partnership • October 10th, 2018 • Antero Midstream GP LP • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment”) to the Agreement of Limited Partnership of Antero Midstream GP LP, a Delaware limited partnership (the “Partnership”), dated as of May 9, 2017 (the “Partnership Agreement”), is entered into effective as of October 9, 2018, by AMGP GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT OF ANTERO IDR HOLDINGS LLCLimited Liability Company Agreement • October 10th, 2018 • Antero Midstream GP LP • Natural gas transmission • Delaware
This Amendment No. 2 (this “Amendment”) to the Limited Liability Company Agreement of Antero IDR Holdings LLC, a Delaware limited liability company (the “Company”), dated as of December 31, 2016, as amended by Amendment No. 1, dated as of May 9, 2018 (as amended, the “Agreement”), is made as of October 9, 2018. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
VOTING AGREEMENTVoting Agreement • October 10th, 2018 • Antero Midstream GP LP • Natural gas transmission • Delaware
This VOTING AGREEMENT, dated as of October 9, 2018 (this “Agreement”), is by and among Antero Midstream Partners LP, a Delaware limited partnership (“AMLP”), and the shareholders of Antero Midstream GP LP, a Delaware limited partnership (“AMGP”), named on Schedule I hereto (each such shareholder, a “Shareholder” and, collectively, the “Shareholders”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • February 12th, 2020 • Antero Midstream Corp • Natural gas transmission • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 17, 2017, is 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”), each of the other parties identified on the signature page hereto (the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as Trustee.
