SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HESS MIDSTREAM PARTNERS LP A Delaware Limited Partnership Dated as of April 10, 2017Hess Midstream Partners LP • April 10th, 2017 • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HESS MIDSTREAM PARTNERS LP, dated as of April 10, 2017, is entered into by and between HESS MIDSTREAM PARTNERS GP LP, a Delaware limited partnership (“GP LP”), as the General Partner, and HESS MIDSTREAM HOLDINGS LLC, a Delaware limited liability company, as the Organizational Limited Partner (“Midstream Holdings”), 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:
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS NORTH DAKOTA PIPELINES OPERATIONS LP Dated as of April 10, 2017Hess Midstream Partners LP • April 10th, 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 April 10, 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.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS TGP OPERATIONS LP Dated as of April 10, 2017Hess Midstream Partners LP • April 10th, 2017 • Crude petroleum & natural gas • Delaware
This Second Amended and Restated Agreement of Limited Partnership of Hess TGP Operations LP, a Delaware limited partnership (the “Partnership”), effective as of April 10, 2017 (the “Effective Date”), is entered into by and between Hess TGP GP LLC, a Delaware limited liability company (“Hess TGP GP”), as the General Partner, and Hess Infrastructure Partners LP, a Delaware limited partnership (“HIP”), as the Limited Partner.
EMPLOYEE SECONDMENT AGREEMENTEmployee Secondment Agreement • April 10th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • Texas
This Employee Secondment Agreement (this “Agreement”), dated as of April 10, 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”.
14,780,000 Common Units Representing Limited Partner Interests HESS MIDSTREAM PARTNERS LP UNDERWRITING AGREEMENTUnderwriting Agreement • April 10th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 10, 2017 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 LLC, a Delaware limited liability company (“Hess”), and GIP II Blue Holding Partnership, L.P. ( “GIP”), a Delaware limited partnership. 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.”
REVOLVING CREDIT AGREEMENT dated as of March 15, 2017, among HESS MIDSTREAM PARTNERS LP, THE LENDERS PARTY HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CITIGROUP...Assignment and Acceptance • April 10th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • New York
REVOLVING CREDIT AGREEMENT dated as of March 15, 2017, among HESS MIDSTREAM PARTNERS LP, a Delaware limited partnership; the LENDERS party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • April 10th, 2017 • Hess Midstream Partners LP • Crude petroleum & natural gas • Delaware
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of April 4, 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 (“MLP GP LP”), HESS MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company and the general partner of MLP GP LP and the Partnership (“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 Delaware limited li
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HESS MIDSTREAM PARTNERS LPHess Midstream Partners LP • April 10th, 2017 • Crude petroleum & natural gas • Delaware
This FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of HESS MIDSTREAM PARTNERS LP (this “Agreement”), dated as of April 7, 2017, is entered into and executed by Hess Midstream Partners GP LLC, a Delaware limited liability company (“GP LLC”), Hess Midstream Partners GP LP, a Delaware limited partnership (“GP LP”), and Hess Midstream Holdings LLC, a Delaware limited liability company (“Midstream Holdings”).
