8,000,000 Common Units Representing Limited Partner Interests ANTERO MIDSTREAM PARTNERS LP UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2016 • Antero Midstream Partners LP • Natural gas transmission • New York
Antero Resources Corporation, a Delaware corporation (the “Selling Unitholder”), proposes to sell 8,000,000 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 1,200,000 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.” To the extent there are no additional Underwriters listed on Schedule I other than you, the terms “Representatives” and “Underwriters” as used herein shall mean Citigroup Global Markets Inc. as the sole Underwriter. This Agreement is to confirm the agreement concerning the purchase of the Units from the Selling Unitholder by the Underwriters.
