Contribution, Conveyance And Assumption Agreement Sample Contracts

Hess Midstream Partners LP – Contribution, Conveyance and Assumption Agreement (April 10th, 2017)

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 liability company (Log

Hess Midstream Partners LP – Contribution, Conveyance and Assumption Agreement (February 13th, 2017)

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 Delaware

Kirin International Holding, Inc. – Second Addendum to Contribution, Conveyance and Assumption Agreement Dated as of November 30, 2016 (December 20th, 2016)

This Second Addendum to the Contribution, Conveyance and Assumption Agreement (this "Second Addendum") is made and entered into as of the date first set forth above by and between Yangtze River Development, Ltd., a Nevada corporation (the "Contributor" or "YERR"), Armada Enterprises GP, LLC a Delaware limited liability company, (the "General Partner") and the General Partner's subsidiary, Wight International Construction, LLC, a Delaware limited liability company, ("Wight Construction'').

Tesoro Logistics Lp Common Unit – Contribution, Conveyance and Assumption Agreement (November 21st, 2016)

This Contribution, Conveyance and Assumption Agreement (this "Agreement"), effective as of November 21, 2016 (the "Effective Date"), is by and among Tesoro Logistics LP, a Delaware limited partnership (the "Partnership"), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Tesoro Logistics Operations LLC, a Delaware limited liability company (the "Operating Company"), Tesoro Corporation, a Delaware corporation ("Tesoro"), and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("TRMC"). The above-named entities are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Contribution, Conveyance and Assumption Agreement (November 21st, 2016)

This Contribution, Conveyance and Assumption Agreement (this "Agreement"), effective as of November 21, 2016 (the "Effective Date"), is by and among Tesoro Logistics LP, a Delaware limited partnership (the "Partnership"), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Tesoro Logistics Operations LLC, a Delaware limited liability company (the "Operating Company"), Tesoro Corporation, a Delaware corporation ("Tesoro"), and Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("TRMC"). The above-named entities are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Exterran Holdings – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT Among ARCHROCK, INC. ARCHROCK SERVICES, L.P. ARCHROCK SERVICES LEASING LLC ARCHROCK GP LP LLC ARCHROCK GP LLC ARCHROCK MLP LP LLC ARCHROCK GENERAL PARTNER, L.P. ARCHROCK PARTNERS OPERATING LLC ARCHROCK PARTNERS LEASING LLC and ARCHROCK PARTNERS, L.P. Dated as of October 31, 2016 (November 3rd, 2016)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into effective as of October 31, 2016 by and among Archrock, Inc., a Delaware corporation (AROC), Archrock Services, L.P., a Delaware limited partnership (OpCo), Archrock Services Leasing LLC, a Delaware limited liability company (Archrock Leasing), Archrock GP LP LLC, a Delaware limited liability company (LP LLC), Archrock GP LLC, a Delaware limited liability company (GP LLC), Archrock MLP LP LLC, a Delaware limited liability company (MLP LP LLC), Archrock General Partner, L.P., a Delaware limited partnership (GP), Archrock Partners Operating LLC, a Delaware limited liability company (APLP Operating), Archrock Partners Leasing LLC, a Delaware limited liability company (APLP Leasing), and Archrock Partners, L.P., a Delaware limited partnership (APLP).

Archrock Partners, L.P. – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT Among ARCHROCK, INC. ARCHROCK SERVICES, L.P. ARCHROCK SERVICES LEASING LLC ARCHROCK GP LP LLC ARCHROCK GP LLC ARCHROCK MLP LP LLC ARCHROCK GENERAL PARTNER, L.P. ARCHROCK PARTNERS OPERATING LLC ARCHROCK PARTNERS LEASING LLC and ARCHROCK PARTNERS, L.P. Dated as of October 31, 2016 (November 3rd, 2016)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into effective as of October 31, 2016 by and among Archrock, Inc., a Delaware corporation (AROC), Archrock Services, L.P., a Delaware limited partnership (OpCo), Archrock Services Leasing LLC, a Delaware limited liability company (Archrock Leasing), Archrock GP LP LLC, a Delaware limited liability company (LP LLC), Archrock GP LLC, a Delaware limited liability company (GP LLC), Archrock MLP LP LLC, a Delaware limited liability company (MLP LP LLC), Archrock General Partner, L.P., a Delaware limited partnership (GP), Archrock Partners Operating LLC, a Delaware limited liability company (APLP Operating), Archrock Partners Leasing LLC, a Delaware limited liability company (APLP Leasing), and Archrock Partners, L.P., a Delaware limited partnership (APLP).

Dominion Midstream Partners, LP – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT Dated as of October 28, 2016 by and Among DOMINION RESOURCES, INC., as Parent, QPC HOLDING COMPANY as Contributor, and DOMINION MIDSTREAM PARTNERS, LP, as Acquirer (October 31st, 2016)

This Contribution, Conveyance and Assumption Agreement (this Agreement), dated as of October 28, 2016 (the Effective Date), is made by and among DOMINION RESOURCES, INC., a Virginia corporation (Parent), QPC HOLDING COMPANY, a Utah corporation (Contributor), and DOMINION MIDSTREAM PARTNERS, LP, a Delaware limited partnership (Acquirer).

Kirin International Holding, Inc. – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Between YANGTZE RIVER DEVELOPMENT LIMITED, ARMADA ENTERPRISES GP, LLC, and WIGHT INTERNATIONAL CONSTRUCTION, LLC Dated as of October 3, 2016 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (October 24th, 2016)

This Contribution, Conveyance and Assumption Agreement (this "Agreement") is made and entered into as of October 3, 2016, by and between Yangtze River Development, Ltd., a Nevada corporation (the "Contributor" or "YERR"), Armada Enterprises GP, LLC, a Delaware limited liability company (the "General Partner"), AND the General Partner's subsidiary, Wight International Construction, LLC, a Delaware limited liability company ("Wight Construction"). Each party to this Agreement is sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties." Capitalized terms used herein and not defined have the respective meanings set forth in Article I.

Kirin International Holding, Inc. – Addendum to Contribution, Conveyance and Assumption Agreement Dated as of October 3, 2016 (October 24th, 2016)

This Addendum to Contribution, Conveyance and Assumption Agreement (this "Addendum") is made and entered into as of the date first set forth above by and between Yangtze River Development, Ltd., a Nevada corporation (the "Contributor" or "YERR"), Armada Enterprises GP, LLC, a Delaware limited liability company (the "General Partner"), and the General Partner's subsidiary, Wight International Construction, LLC, a Delaware limited liability company ("Wight Construction").

Phillips 66 Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among PHILLIPS 66 COMPANY PHILLIPS 66 PROJECT DEVELOPMENT INC. PHILLIPS 66 PARTNERS GP LLC and PHILLIPS 66 PARTNERS LP Dated as of October 11, 2016 (October 11th, 2016)

This Contribution, Conveyance and Assumption Agreement (this "Agreement") is made and entered into as of October 11, 2016 by and among Phillips 66 Company, a Delaware corporation ("P66 Company"), Phillips 66 Project Development Inc., a Delaware corporation ("PDI" and, together with P66 Company, the "P66 Parties"), Phillips 66 Partners GP LLC, a Delaware limited liability company (the "General Partner"), and Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"). P66 Company, PDI, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Noble Midstream Partners LP – Contribution, Conveyance and Assumption Agreement (September 20th, 2016)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of September 20, 2016 (this Agreement), is by and among NOBLE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), NOBLE MIDSTREAM GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), NOBLE ENERGY, INC., a Delaware corporation (Noble), NOBLE MIDSTREAM SERVICES, LLC, a Delaware limited liability company (Opco), NBL MIDSTREAM, LLC, a Delaware limited liability company (NBL Midstream), NBL MIDSTREAM HOLDINGS LLC, a Delaware limited liability company (NBL Midstream Holdings), COLORADO RIVER DEVCO GP LLC, a Delaware limited liability company (Colorado River GP), GREEN RIVER DEVCO GP LLC, a Delaware limited liability company (Green River GP), GUNNISON RIVER DEVCO GP LLC, a Delaware limited liability company (Gunnison River GP), LARAMIE RIVER DEVCO GP LLC, a Delaware limited liability company (Laramie River GP), SAN JUAN RIVER DEVCO GP LLC, a Delaware

Western Refining Logistics, LP – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among WESTERN REFINING, INC., ST. PAUL PARK REFINING CO. LLC, WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP Dated as of September 7, 2016 (September 7th, 2016)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of September 7, 2016 by and among Western Refining, Inc., a Delaware corporation (Western), St. Paul Park Refining Co. LLC, a Delaware limited liability company (SPPR), Western Refining Logistics, LP, a Delaware limited partnership (the Partnership), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). Western, SPPR, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among WESTERN REFINING, INC., ST. PAUL PARK REFINING CO. LLC, WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP Dated as of September 7, 2016 (September 7th, 2016)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of September 7, 2016 by and among Western Refining, Inc., a Delaware corporation (Western), St. Paul Park Refining Co. LLC, a Delaware limited liability company (SPPR), Western Refining Logistics, LP, a Delaware limited partnership (the Partnership), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). Western, SPPR, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Northern Tier Energy – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among WESTERN REFINING, INC., ST. PAUL PARK REFINING CO. LLC, WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP Dated as of September 7, 2016 (September 7th, 2016)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of September 7, 2016 by and among Western Refining, Inc., a Delaware corporation (Western), St. Paul Park Refining Co. LLC, a Delaware limited liability company (SPPR), Western Refining Logistics, LP, a Delaware limited partnership (the Partnership), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). Western, SPPR, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Contribution, Conveyance and Assumption Agreement (July 7th, 2016)

This Contribution, Conveyance and Assumption Agreement (this Agreement), effective as of July 1, 2016 (the Execution Date), is by and among Tesoro Logistics LP, a Delaware limited partnership (the Partnership), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), Tesoro Logistics Operations LLC, a Delaware limited liability company (the Operating Company), Tesoro Alaska Company LLC, a Delaware limited liability company (TAC), and Tesoro Corporation, a Delaware corporation (Tesoro). The above-named entities are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Tesoro Logistics Lp Common Unit – Contribution, Conveyance and Assumption Agreement (July 7th, 2016)

This Contribution, Conveyance and Assumption Agreement (this Agreement), effective as of July 1, 2016 (the Execution Date), is by and among Tesoro Logistics LP, a Delaware limited partnership (the Partnership), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), Tesoro Logistics Operations LLC, a Delaware limited liability company (the Operating Company), Tesoro Alaska Company LLC, a Delaware limited liability company (TAC), and Tesoro Corporation, a Delaware corporation (Tesoro). The above-named entities are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Phillips 66 Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among PHILLIPS 66 COMPANY PHILLIPS 66 PROJECT DEVELOPMENT INC. PHILLIPS 66 PARTNERS GP LLC and PHILLIPS 66 PARTNERS LP Dated as of May 4, 2016 (May 4th, 2016)

This Contribution, Conveyance and Assumption Agreement (this "Agreement") is made and entered into as of May 4, 2016 by and among Phillips 66 Company, a Delaware corporation ("P66 Company"), Phillips 66 Project Development Inc., a Delaware corporation ("PDI" and, together with P66 Company, the "P66 Parties"), Phillips 66 Partners GP LLC, a Delaware limited liability company (the "General Partner"), and Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"). P66 Company, PDI, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Phillips 66 Partners Lp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among PHILLIPS 66 COMPANY PHILLIPS 66 PROJECT DEVELOPMENT INC. PHILLIPS 66 PARTNERS GP LLC and PHILLIPS 66 PARTNERS LP Dated as of February 17, 2016 (February 18th, 2016)

This Contribution, Conveyance and Assumption Agreement (this "Agreement") is made and entered into as of February 17, 2016 by and among Phillips 66 Company, a Delaware corporation ("P66 Company"), Phillips 66 Project Development Inc., a Delaware corporation ("PDI" and, together with P66 Company, the "P66 Parties"), Phillips 66 Partners GP LLC, a Delaware limited liability company (the "General Partner"), and Phillips 66 Partners LP, a Delaware limited partnership (the "Partnership"). P66 Company, PDI, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Tesoro Logistics Lp Common Unit – Contribution, Conveyance and Assumption Agreement (November 12th, 2015)

This Contribution, Conveyance and Assumption Agreement (this "Agreement"), dated effective as of November 12, 2015 (the "Effective Date"), is by and among Tesoro Logistics LP, a Delaware limited partnership (the "Partnership"), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Tesoro Logistics Operations LLC, a Delaware limited liability company (the "Operating Company"), Tesoro SoCal Pipeline Company LLC, a Delaware limited liability company ("TSPC"), Tesoro Corporation, a Delaware corporation ("Tesoro"), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("TRMC"), and Carson Cogeneration Company, a Delaware corporation ("Carson Cogen"). The above-named entities are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Contribution, Conveyance and Assumption Agreement (November 12th, 2015)

This Contribution, Conveyance and Assumption Agreement (this "Agreement"), dated effective as of November 12, 2015 (the "Effective Date"), is by and among Tesoro Logistics LP, a Delaware limited partnership (the "Partnership"), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the "General Partner"), Tesoro Logistics Operations LLC, a Delaware limited liability company (the "Operating Company"), Tesoro SoCal Pipeline Company LLC, a Delaware limited liability company ("TSPC"), Tesoro Corporation, a Delaware corporation ("Tesoro"), Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("TRMC"), and Carson Cogeneration Company, a Delaware corporation ("Carson Cogen"). The above-named entities are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Western Refining Logistics, LP – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among WESTERN REFINING, INC., WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP Dated as of October 30, 2015 (November 2nd, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of October 30, 2015 by and among Western Refining, Inc., a Delaware corporation (Western), Western Refining Southwest, Inc., an Arizona corporation (WRSW), Western Refining Logistics, LP, a Delaware limited partnership (the Partnership), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). Western, WRSW, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among WESTERN REFINING, INC., WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING LOGISTICS GP, LLC and WESTERN REFINING LOGISTICS, LP Dated as of October 30, 2015 (November 2nd, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of October 30, 2015 by and among Western Refining, Inc., a Delaware corporation (Western), Western Refining Southwest, Inc., an Arizona corporation (WRSW), Western Refining Logistics, LP, a Delaware limited partnership (the Partnership), and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the Partnership (the General Partner). Western, WRSW, the General Partner and the Partnership are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

Hess Midstream Partners LP – Contribution, Conveyance and Assumption Agreement (September 21st, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [ ], 2015 (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 Delaware

Antero Midstream Partners LP – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among ANTERO RESOURCES CORPORATION, ANTERO MIDSTREAM PARTNERS LP and ANTERO TREATMENT LLC Dated as of September 17, 2015 (September 18th, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of September 17, 2015 by and among Antero Resources Corporation, a Delaware corporation (Antero), Antero Midstream Partners LP, a Delaware limited partnership (the Partnership), and Antero Treatment LLC, a Delaware limited liability company (Antero Treatment and, together with the Partnership, the Partnership Acquiring Entities). Antero, the Partnership and Antero Treatment are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among ANTERO RESOURCES CORPORATION, ANTERO MIDSTREAM PARTNERS LP and ANTERO TREATMENT LLC Dated as of September 17, 2015 (September 18th, 2015)

This Contribution, Conveyance and Assumption Agreement (this Agreement) is made and entered into as of September 17, 2015 by and among Antero Resources Corporation, a Delaware corporation (Antero), Antero Midstream Partners LP, a Delaware limited partnership (the Partnership), and Antero Treatment LLC, a Delaware limited liability company (Antero Treatment and, together with the Partnership, the Partnership Acquiring Entities). Antero, the Partnership and Antero Treatment are sometimes referred to in this Agreement individually as a Party and collectively as the Parties.

CNX Coal Resources LP – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among CONSOL ENERGY INC., CNX COAL RESOURCES GP LLC, CNX COAL RESOURCES LP and CNX OPERATING LLC Dated as of July 7, 2015 (July 13th, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of July 7, 2015 (as may be amended, supplemented or restated from time to time, this Agreement), is by and among CONSOL Energy Inc., a Delaware corporation (CONSOL), CNX Coal Resources GP LLC, a Delaware limited liability company (the General Partner), CNX Coal Resources LP, a Delaware limited partnership (the Partnership), and CNX Operating LLC, a Delaware limited liability company (the Operating Company) (each, a Party and, collectively, the Parties).

Hess Midstream Partners LP – Contribution, Conveyance and Assumption Agreement (July 13th, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [ ], 2015 (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 Delaware

Contribution, Conveyance and Assumption Agreement (July 6th, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of July 1, 2015 (this Agreement), is by and among GREEN PLAINS PARTNERS LP, a Delaware limited partnership (the Partnership), GREEN PLAINS HOLDINGS LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), GREEN PLAINS INC., an Iowa corporation (Green Plains), GREEN PLAINS OPERATING COMPANY LLC, a Delaware limited liability company (Opco), GREEN PLAINS TRUCKING LLC, a Delaware limited liability company (Green Plains Trucking), and GREEN PLAINS OBION LLC, a Tennessee limited liability company (Obion LLC) (each, a Party and collectively, the Parties).

Green Plains Partners LP – Contribution, Conveyance and Assumption Agreement (July 6th, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of July 1, 2015 (this Agreement), is by and among GREEN PLAINS PARTNERS LP, a Delaware limited partnership (the Partnership), GREEN PLAINS HOLDINGS LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), GREEN PLAINS INC., an Iowa corporation (Green Plains), GREEN PLAINS OPERATING COMPANY LLC, a Delaware limited liability company (Opco), GREEN PLAINS TRUCKING LLC, a Delaware limited liability company (Green Plains Trucking), and GREEN PLAINS OBION LLC, a Tennessee limited liability company (Obion LLC) (each, a Party and collectively, the Parties).

Green Plains Partners LP – Contribution, Conveyance and Assumption Agreement (June 11th, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [*], 2015 (this Agreement), is by and among GREEN PLAINS PARTNERS LP, a Delaware limited partnership (the Partnership), GREEN PLAINS HOLDINGS LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), GREEN PLAINS INC., an Iowa corporation (Green Plains), GREEN PLAINS OPERATING COMPANY LLC, a Delaware limited liability company (Opco), GREEN PLAINS TRUCKING LLC, a Delaware limited liability company (Green Plains Trucking), and GREEN PLAINS OBION LLC, a Tennessee limited liability company (Obion LLC) (each, a Party and collectively, the Parties).

CNX Coal Resources LP – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and Among CONSOL ENERGY INC., CNX COAL RESOURCES GP LLC, CNX COAL RESOURCES LP and CNX OPERATING LLC Dated as Of (June 10th, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [*], 2015 (as may be amended, supplemented or restated from time to time, this Agreement), is by and among CONSOL Energy Inc., a Delaware corporation (CONSOL), CNX Coal Resources GP LLC, a Delaware limited liability company (the General Partner), CNX Coal Resources LP, a Delaware limited partnership (the Partnership), and CNX Operating LLC, a Delaware limited liability company (the Operating Company) (each, a Party and, collectively, the Parties).

PennTex Midstream Partners, LP – Contribution, Conveyance and Assumption Agreement (June 9th, 2015)

This Contribution, Conveyance and Assumption Agreement, dated as of June 9, 2015 (as amended or supplemented from time to time, this Agreement), is by and among PennTex Midstream Partners, LP, a Delaware limited partnership (the Partnership), PennTex Midstream Partners, LLC, a Delaware limited liability company (PennTex Development), PennTex North Louisiana, LLC, a Delaware limited liability company (PennTex Operating), PennTex NLA Holdings, LLC, a Delaware limited liability company (NLA Holdings), MRD WHR LA Midstream LLC, a Delaware limited liability company (MRD WHR), and PennTex Midstream Operating, LLC, a Delaware limited liability company (Midstream Operating). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

VTTI Energy Partners LP – Contribution, Conveyance and Assumption Agreement (April 30th, 2015)

This Contribution, Conveyance and Assumption Agreement, dated as of August 6, 2014 (this Agreement), is by and among VTTI B.V., a company incorporated in the Netherlands (VTTI), VTTI MLP Partners B.V., a company incorporated in the Netherlands (the Selling Unitholder), VTTI Energy Partners LP, a Marshall Islands limited partnership (the Partnership), VTTI Energy Partners GP LLC, a Marshall Islands limited liability company and the general partner (the General Partner) of the Partnership, VTTI MLP Holdings Ltd, a company incorporated in the United Kingdom (VTTI Holdings), and VTTI MLP B.V., a company incorporated in the Netherlands (VTTI Operating). VTTI, the Selling Unitholder, the Partnership, the General Partner, VTTI Holdings and VTTI Operating may be referred to collectively as the Parties or individually as a Party. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

EQT GP Holdings, LP – Contribution, Conveyance and Assumption Agreement (April 23rd, 2015)

This Contribution, Conveyance and Assumption Agreement, dated as of April 13, 2015 (this Agreement), is by and among EQT Gathering Holdings, LLC, a Delaware limited liability company (Gathering Holdings), EQT Gathering, LLC, a Delaware limited liability company and wholly owned subsidiary of Gathering Holdings (EQT Gathering), EQT GP Holdings, LP, a Delaware limited partnership (the Partnership), and EQT GP Services, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.