HESS MIDSTREAM OPERATIONS LP, THE GUARANTORS FROM TIME TO TIME PARTY HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee 6.500% Senior Notes due 2029 INDENTURE Dated as of May 16, 2024Indenture • May 16th, 2024 • Hess Midstream LP • Crude petroleum & natural gas • New York
INDENTURE, dated as of May 16, 2024, between Hess Midstream Operations LP, a Delaware limited partnership (the “Company”, or the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
UNIT REPURCHASE AGREEMENTUnit Repurchase Agreement • June 26th, 2024 • Hess Midstream LP • Crude petroleum & natural gas • Delaware
This UNIT REPURCHASE AGREEMENT, dated as of June 24, 2024 (this “Agreement”), is by and among Hess Midstream Operations LP, a Delaware limited partnership (“HESM OpCo”), Hess Midstream LP, a Delaware limited partnership (“Hess Midstream” and, together with HESM OpCo, the “Partnership Parties”), Hess Investments North Dakota LLC, a Delaware limited liability company (“HINDL”), and GIP II Blue Holding, L.P., a Delaware limited partnership (“GIP” and together with HINDL, the “Sponsors”). HESM OpCo, Hess Midstream, HINDL and GIP are sometimes individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
AMENDED AND RESTATED EMPLOYEE SECONDMENT AGREEMENTEmployee Secondment Agreement • December 17th, 2019 • Hess Midstream LP • Crude petroleum & natural gas • Texas
This Amended and Restated Employee Secondment Agreement (this “Agreement”), dated as of December 16, 2019 (the “Effective Date”), is entered into by and among HESS CORPORATION, a Delaware corporation (“Hess Corp.”), HESS TRADING CORPORATION, a Delaware corporation (“HTC,” and together with Hess Corp., “Hess”), HESS MIDSTREAM GP LP, a Delaware limited partnership (“New HESM GP LP”), HESS MIDSTREAM GP LLC, a Delaware limited liability company (the “Company”, and together with New HESM GP LP, the “General Partner”), and, for the limited purposes set forth in Section 6.5, HESS MIDSTREAM PARTNERS GP LP, a Delaware limited partnership (“MLP GP LP”), and HESS MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company (“MLP GP LLC”). Each of the foregoing parties is sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
HESS MIDSTREAM PHANTOM UNIT AGREEMENTPhantom Unit Agreement • May 7th, 2020 • Hess Midstream LP • Crude petroleum & natural gas • Delaware
Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), Hess Midstream GP LLC (the “Company”), as the general partner of Hess Midstream GP LP, which is the general partner of Hess Midstream LP (the “Partnership”), hereby grants to the individual identified in the Grant Notice below (the “Participant”) the following Award of Phantom Units (“Phantom Units”), pursuant and subject to the terms and conditions of this Agreement and the Hess Midstream LP 2017 Long-Term Incentive Plan, as amended from time to time (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Exce
HESS MIDSTREAM LP 10,000,000 Class A Shares Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • August 17th, 2023 • Hess Midstream LP • Crude petroleum & natural gas
The shareholders of Hess Midstream LP, a Delaware limited partnership (the “Company”), named in Schedule II hereto (the “Selling Shareholders” and to the extent there is only a single selling shareholder, the term “Selling Shareholders” shall be deemed to refer to the single Selling Shareholder, mutatis mutandis), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters” and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis), for whom Goldman Sachs & Co. LLC is acting as representative (the “Representative”), an aggregate of 10,000,000 Class A shares (“Class A Shares”) representing limited partner interests in the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 1,500,000 additional Class A Shares (the “Optional Shares”) (the Firm Shares and the Optional Shares t
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 4th, 2019 • Hess Midstream LP • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 1, 2019, among Hess Infrastructure Partners LP, a Delaware limited partnership (the “Company”), Hess Infrastructure Partners Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined in the Indenture (as defined below)) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Indenture.
HESS INFRASTRUCTURE PARTNERS LP, HESS INFRASTRUCTURE PARTNERS FINANCE CORPORATION, THE GUARANTORS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 5.625% Senior Notes due 2026 INDENTURE Dated as of November 22, 2017Indenture • October 4th, 2019 • Hess Midstream LP • New York
INDENTURE, dated as of November 22, 2017, among Hess Infrastructure Partners LP, a Delaware limited partnership (the “Company”), Hess Infrastructure Partners Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors party hereto and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
HESS MIDSTREAM LP 11,100,000 Class A Shares Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • May 19th, 2023 • Hess Midstream LP • Crude petroleum & natural gas
The shareholders of Hess Midstream LP, a Delaware limited partnership (the “Company”), named in Schedule II hereto (the “Selling Shareholders”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of 11,100,000 Class A shares (“Class A Shares”) representing limited partner interests in the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 1,665,000 additional Class A Shares (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).
Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401Exhibit • November 4th, 2019 • Hess Midstream LP • Crude petroleum & natural gas
We have acted as special tax counsel to Hess Midstream LP, a Delaware limited partnership (“New HESM”), in connection with the proposed restructuring transactions (the “Transactions”) contemplated by the Partnership Restructuring Agreement dated as of October 3, 2019, among Hess Midstream Partners LP, a Delaware limited partnership (“HESM”), Hess Midstream Partners GP LP, a Delaware limited partnership and the general partner of HESM, Hess Midstream Partners GP LLC, a Delaware limited liability company and the general partner of MLP GP LP, Hess Infrastructure Partners LP, a Delaware limited partnership (“HIP”), Hess Infrastructure Partners GP LLC, a Delaware limited liability company and the general partner of HIP, New HESM, Hess Midstream GP LP, a Delaware limited partnership and the general partner of New HESM (“New HESM GP LP”), Hess Midstream GP LLC, a Delaware limited liability company and the general partner of New HESM GP LP, Hess Midstream New Ventures II LLC, a Delaware limite
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HESS MIDSTREAM LP A Delaware Limited Partnership Dated as of December 16, 2019Agreement of Limited Partnership • December 17th, 2019 • Hess Midstream LP • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HESS MIDSTREAM LP, dated as of December 16, 2019, is entered into by and between HESS MIDSTREAM GP LP, a Delaware limited partnership (“GP LP”), as the General Partner, and HESS INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company, as the Organizational Limited Partner (“HIP GP LLC”), together with any other Persons who become Partners in the Company or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED GAS GATHERING AGREEMENTGas Gathering Agreement • December 23rd, 2020 • Hess Midstream LP • Crude petroleum & natural gas
This Amendment No. 1 to Second Amended and Restated Gas Gathering Agreement (this “Amendment”) is effective as of January 1, 2021 (the “Amendment Effective Date”), and is by and between Hess Trading Corporation, a Delaware corporation (“Shipper”), and Hess North Dakota Pipelines LLC, a Delaware limited liability company (“Gatherer”). Shipper and Gatherer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED GAS PROCESSING AND FRACTIONATION AGREEMENTGas Processing and Fractionation Agreement • December 23rd, 2020 • Hess Midstream LP • Crude petroleum & natural gas
This Amendment No. 1 to Second Amended and Restated Gas Processing and Fractionation Agreement (this “Amendment”) is effective as of January 1, 2021 (the “Amendment Effective Date”), and is by and between Hess Trading Corporation, a Delaware corporation (“Customer”), and Hess Bakken Processing LLC, a Delaware limited liability company (“Provider”). Customer and Provider are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
AGREEMENT OF LIMITED PARTNERSHIP OF HESS MIDSTREAM LPLimited Partnership Agreement • October 4th, 2019 • Hess Midstream LP • Delaware
This AGREEMENT OF LIMITED PARTNERSHIP of Hess Midstream LP (this “Agreement”), dated as of September 27, 2019, is entered into and executed by Hess Midstream GP LP, a Delaware limited partnership, as general partner, and Hess Infrastructure Partners GP LLC, a Delaware limited liability company, as limited partner.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED TERMINAL AND EXPORT SERVICES AGREEMENTTerminal and Export Services Agreement • December 23rd, 2020 • Hess Midstream LP • Crude petroleum & natural gas
This Amendment No. 1 to Second Amended and Restated Terminal and Export Services Agreement (this “Amendment”) is effective as of January 1, 2021 (the “Amendment Effective Date”), and is by and between Hess Trading Corporation, a Delaware corporation (“Customer”), and Hess North Dakota Export Logistics LLC, a Delaware limited liability company (“Provider”). Customer and Provider are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED TERMINAL AND EXPORT SERVICES AGREEMENT by and between HESS TRADING CORPORATION, as Customer, and HESS NORTH DAKOTA EXPORT LOGISTICS LLC, as ProviderTerminal and Export Services Agreement • February 29th, 2024 • Hess Midstream LP • Crude petroleum & natural gas • Texas
THIS SECOND AMENDED AND RESTATED TERMINAL AND EXPORT SERVICES AGREEMENT (as the same may be amended from time to time in accordance herewith, this "Agreement") is made effective for all purposes (except as otherwise expressly set forth herein) as of January 1, 2014 at 12:01 a.m. CCT (the "Effective Time"), by and between Hess Trading Corporation, a Delaware corporation ("Customer"), and Hess North Dakota Export Logistics LLC, a Delaware limited liability company ("Provider"). Customer and Provider are sometimes together referred to in this Agreement as the "Parties" and individually as a "Party".
AMENDMENT NO. 1 TO AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENTCrude Oil Gathering Agreement • December 23rd, 2020 • Hess Midstream LP • Crude petroleum & natural gas
This Amendment No. 1 to Amended and Restated Crude Oil Gathering Agreement (this “Amendment”) is effective as of January 1, 2021 (the “Amendment Effective Date”), and is by and between Hess Trading Corporation, a Delaware corporation (“Shipper”), and Hess North Dakota Pipelines LLC, a Delaware limited liability company (“Gatherer”). Shipper and Gatherer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
STORAGE SERVICES AGREEMENT dated as of OCTOBER 30, 2014 by and between SOLAR GAS, INC., as Customer, and HESS MENTOR STORAGE LLC, as ProviderStorage Services Agreement • February 29th, 2024 • Hess Midstream LP • Crude petroleum & natural gas • Texas
THIS STORAGE SERVICES AGREEMENT (as the same may be amended from time to time in accordance herewith, this "Agreement") is made as of October 30, 2014 (the "Execution Date"), but effective for all purposes as of January 1, 2014 at 12:01 a.m. CCT (the "Effective Time"), by and between Solar Gas, Inc., a Nevada corporation ("Customer"), and Hess Mentor Storage LLC, a Delaware limited liability company ("Provider"). Customer and Provider are sometimes together referred to in this Agreement as the "Parties" and individually as a "Party".
SECOND AMENDED AND RESTATED GAS GATHERING AGREEMENT by and between HESS TRADING CORPORATION, as Shipper and HESS NORTH DAKOTA PIPELINES LLC, as GathererGas Gathering Agreement • February 29th, 2024 • Hess Midstream LP • Crude petroleum & natural gas • Texas
THIS SECOND AMENDED AND RESTATED GAS GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this "Agreement") is made effective for all purposes (except as expressly set forth herein) as of January 1, 2014 at 12:01 a.m. CCT (the "Effective Time"), by and between Hess Trading Corporation, a Delaware corporation ("Shipper"), and Hess North Dakota Pipelines LLC, a Delaware limited liability company ("Gatherer"). Shipper and Gatherer are sometimes together referred to in this Agreement as the "Parties" and individually as a "Party".
AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT by and between HESS TRADING CORPORATION, as Shipper and HESS NORTH DAKOTA PIPELINES LLC, as GathererCrude Oil Gathering Agreement • February 29th, 2024 • Hess Midstream LP • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this "Agreement") is made effective for all purposes (except as otherwise expressly set forth herein) as of January 1, 2014 at 12:01 a.m. CCT (the "Effective Time"), by and between Hess Trading Corporation, a Delaware corporation ("Shipper"), and Hess North Dakota Pipelines LLC, a Delaware limited liability company ("Gatherer"). Shipper and Gatherer are sometimes together referred to in this Agreement as the "Parties" and individually as a "Party".
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2019 • Hess Midstream LP • Crude petroleum & natural gas • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of December 16, 2019 (the “Effective Date”) by and among Hess Midstream LP, a Delaware limited partnership (the “Company”), Hess Midstream GP LP, a Delaware limited partnership (“New HESM GP LP”), Hess Midstream GP LLC, a Delaware limited liability company (“New HESM GP LLC”), Hess Investments North Dakota LLC, a Delaware limited liability company (“Hess”), and GIP II Blue Holding Partnership, L.P., a Delaware limited partnership (“GIP”). Hess and GIP are collectively referred to herein as the “Sponsors” and individually as a “Sponsor.” The Company, New HESM GP LP, New HESM GP LLC and the Sponsors are collectively referred to herein as the “Parties” and individually as a “Party.”
SECOND AMENDED AND RESTATED GAS PROCESSING AND FRACTIONATION AGREEMENT by and between HESS TRADING CORPORATION, as Customer and HESS BAKKEN PROCESSING LLC, as ProviderGas Processing and Fractionation Agreement • February 29th, 2024 • Hess Midstream LP • Crude petroleum & natural gas • Texas
THIS SECOND AMENDED AND RESTATED GAS PROCESSING AND FRACTIONATION AGREEMENT (as the same may be amended from time to time in accordance herewith, this "Agreement") is made effective for all purposes (except as otherwise expressly set forth herein) as of January 1, 2014 at 12:01 a.m. CCT (the "Effective Time"), by and between Hess Trading Corporation, a Delaware corporation ("Customer"), and Hess Bakken Processing LLC, a Delaware limited liability company ("Provider"). Customer and Provider are sometimes together referred to in this Agreement as the "Parties" and individually as a "Party".
