0001193125-17-039257 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS NORTH DAKOTA PIPELINES OPERATIONS LP Dated as of
Hess Midstream Partners LP • February 13th, 2017 • Crude petroleum & natural gas • Delaware

This Amended and Restated Agreement of Limited Partnership of Hess North Dakota Pipelines Operations LP, a Delaware limited partnership (the “Partnership”), effective as of [ ], 2017 (the “Effective Date”), is entered into by and between Hess North Dakota Pipelines GP LLC, a Delaware limited liability company (“Gathering GP”), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (“HIP”), as the Limited Partner.

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP Dated as of
Hess Midstream Partners LP • February 13th, 2017 • Crude petroleum & natural gas • Delaware

This Second Amended and Restated Agreement of Limited Partnership of Hess North Dakota Export Logistics Operations LP, a Delaware limited partnership (the “Partnership”), effective as of [ ], 2017 (the “Effective Date”), is entered into by and between Hess North Dakota Export Logistics GP LLC, a Delaware limited liability company (“Export Logistics GP”), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (“HIP”), as the Limited Partner.

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●] Common Units Representing Limited Partner Interests HESS MIDSTREAM PARTNERS LP UNDERWRITING AGREEMENT
Underwriting Agreement • February 13th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • New York

The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Hess Infrastructure Partners LP, a Delaware limited partnership, Hess Midstream Partners GP LLC, a Delaware limited liability company (“GP LLC”), Hess Midstream Partners GP LP, a Delaware limited partnership, and Hess Midstream Partners LP, a Delaware limited partnership (the “Partnership”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule I thereto (the “Underwriters”), of [ ] common units representing limited partner interests in the Partnership (the “Common Units”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of , by and among Hess Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Hess Midstream Partners GP LP, a Delaware limited partnership (“HESM GP”), Hess Midstream Partners GP LLC, a Delaware limited liability company (“GP LLC”), Hess Investments North Dakota Limited, a Delaware corporation (“Hess”), and GIP II Blue Holding Partnership, L.P. (“GIP”). Hess and GIP are collectively referred to herein as the “Sponsors.” The Partnership, HESM GP, GP LLC and the Sponsors are collectively referred to herein as the “Parties.”

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AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT by and between HESS TRADING CORPORATION, as Shipper and HESS NORTH DAKOTA PIPELINES LLC, as Gatherer
Crude Oil Gathering Agreement • February 13th, 2017 • Hess Midstream Partners 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”.

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AMENDED AND RESTATED GAS GATHERING AGREEMENT by and between HESS TRADING CORPORATION, as Shipper and HESS NORTH DAKOTA PIPELINES LLC, as Gatherer
Gas Gathering Agreement • February 13th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • Texas

THIS 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”.

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AMENDED AND RESTATED GAS PROCESSING AND FRACTIONATION AGREEMENT by and between HESS TRADING CORPORATION, as Customer and HESS TIOGA GAS PLANT LLC, as Provider
Gas Processing and Fractionation Agreement • February 13th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • Texas

THIS 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 Tioga Gas Plant 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”.

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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 Provider
Terminal and Export Services Agreement • February 13th, 2017 • Hess Midstream Partners 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”.

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution, Conveyance and Assumption Agreement • February 13th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • Delaware

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [ ], 2017 (this “Agreement”), is by and among HESS MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Partnership”), HESS MIDSTREAM PARTNERS GP LP, a Delaware limited partnership and the general partner of the Partnership (“MLP GP LP”), HESS MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company and the general partner of MLP GP LP (“MLP GP LLC”), HESS CORPORATION, a Delaware corporation (“Hess”), HESS INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (“HIP LP”), HESS INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company and the general partner of HIP LP (“HIP LLC”), HESS INVESTMENTS NORTH DAKOTA LLC, a Delaware limited liability company (“HINDL”), HESS MIDSTREAM HOLDINGS LLC, a Delaware limited liability company (“Midstream Holdings”), HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP, a Delaware limited partnership (“Logistics Opco”), HESS NORTH DAKOTA EXPORT LOGISTICS LLC, a

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EMPLOYEE SECONDMENT AGREEMENT
Employee Secondment Agreement • February 13th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • Texas

This Employee Secondment Agreement (this “Agreement”), dated as of , 2017 (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 PARTNERS GP LP, a Delaware limited partnership (the “MLP GP LP”), and HESS MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company (the “Company”, and together with the MLP GP LP, the “General Partner”). Hess and the General Partner are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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HESS MIDSTREAM PARTNERS PHANTOM UNIT AGREEMENT
Term Incentive Plan • February 13th, 2017 • Hess Midstream Partners 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 Partners GP LLC (the “Company”), as the general partner of Hess Midstream Partners GP LP, which is the general partner of Hess Midstream Partners 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 Partners 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 t

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OMNIBUS AGREEMENT by and among HESS CORPORATION, HESS INFRASTRUCTURE PARTNERS LP, HESS INFRASTRUCTURE PARTNERS GP LLC, HESS MIDSTREAM PARTNERS LP, HESS TGP GP LLC, HESS TGP OPERATIONS LP, HESS NORTH DAKOTA EXPORT LOGISTICS GP LLC, HESS NORTH DAKOTA...
Omnibus Agreement • February 13th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • Texas

This OMNIBUS AGREEMENT is entered into as of the Effective Date by and among HESS CORPORATION, a Delaware corporation (“Hess”), on behalf of itself and the other Hess Entities (as defined herein), HESS INFRASTRUCTURE PARTNERS LP, a Delaware limited partnership (“HIP LP”), HESS INFRASTRUCTURE PARTNERS GP LLC, a Delaware limited liability company (“HIP GP”), HESS MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Partnership”), HESS TGP GP LLC, a Delaware limited liability company, HESS TGP OPERATIONS LP, a Delaware limited partnership (“HTGP Opco”), HESS NORTH DAKOTA EXPORT LOGISTICS GP LLC, a Delaware limited liability company, HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP, a Delaware limited partnership (“Logistics Opco”), HESS NORTH DAKOTA PIPELINES OPERATIONS LP, a Delaware limited partnership (“Gathering Opco”), HESS NORTH DAKOTA PIPELINES GP LLC, a Delaware limited liability company (“Gathering GP”), HESS MIDSTREAM PARTNERS GP LP, a Delaware limited partnership and the

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