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.”
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 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.
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”).
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”).
