EX-10.2


 Exhibit 10.2 
  

 
 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 EXPORT LOGISTICS OPERATIONS LP, 

HESS MIDSTREAM PARTNERS GP LP 

and 
 HESS MIDSTREAM
PARTNERS GP LLC 
  
  






 Contents 
  

									
	Article I. Defined Terms		 	1	  
				
			Section 1.01		Defined Terms.		 	1	  
			Section 1.02		Other Defined Terms.		 	8	  
			Section 1.03		Terms Generally.		 	8	  
		
	Article II. Term		 	8	  
				
			Section 2.01		Term and Termination.		 	8	  
		
	Article III. Indemnity		 	9	  
				
			Section 3.01		Environmental Indemnification.		 	9	  
			Section 3.02		Right of Way and Real Property Indemnification.		 	12	  
			Section 3.03		Additional Indemnification by Takota LP.		 	13	  
			Section 3.04		Additional Indemnification by the Public Company Group.		 	13	  
			Section 3.05		Additional Indemnification by HTGP Opco.		 	14	  
			Section 3.06		Additional Indemnification by Logistics Opco.		 	14	  
			Section 3.07		Indemnification Procedures.		 	14	  
			Section 3.08		Limitations on Indemnity Coverage.		 	15	  
		
	Article IV. General and Administrative Services		 	16	  
				
			Section 4.01		General		 	16	  
			Section 4.02		Reimbursement and Allocation.		 	17	  
			Section 4.03		Services Standard		 	18	  
		
	Article V. Right of First Offer		 	19	  
				
			Section 5.01		Right of First Offer to Purchase Certain Assets.		 	19	  
			Section 5.02		Procedures.		 	19	  
		
	Article VI. License of Name and Mark		 	21	  
				
			Section 6.01		Grant of License.		 	21	  
			Section 6.02		Ownership and Quality.		 	21	  
			Section 6.03		Termination.		 	22	  
		
	Article VII. Notices		 	22	  
				
			Section 7.01		Notices.		 	22	  
		
	Article VIII. Limitation of Liability		 	23	  
				
			Section 8.01		No Liability for Consequential Damages.		 	23	  
		
	Article IX. Miscellaneous		 	23	  
				
			Section 9.01		Assignment.		 	23	  
			Section 9.02		Modification.		 	24	  
			Section 9.03		Entire Agreement.		 	24	  
			Section 9.04		Governing Law; Jurisdiction.		 	24	  
			Section 9.05		Severability.		 	24	  


  
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			Section 9.06		No Third-Party Beneficiaries.		 	24	  
			Section 9.07		WAIVER OF JURY TRIAL.		 	25	  
			Section 9.08		Non-Waiver.		 	25	  
			Section 9.09		Counterparts; Multiple Originals.		 	25	  
			Section 9.10		Schedules.		 	25	  
			Section 9.11		Survival.		 	25	  
			Section 9.12		Table of Contents; Headings; Subheadings.		 	25	  
			Section 9.13		Construction.		 	25	  
			Section 9.14		Business Practices.		 	26	  
			Section 9.15		Binding Effect		 	26	  

  

			
	Schedule I		Environmental Matters
	Schedule II		General and Administrative Services
	Schedule III		ROFO Assets


  
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 OMNIBUS AGREEMENT 

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 (“Takota LP”), HESS INFRASTRUCTURE PARTNERS GP
LLC, a Delaware limited liability company, 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 MIDSTREAM PARTNERS GP LP, a Delaware limited partnership and the general partner of the Partnership (the “MLP GP LP”), and HESS MIDSTREAM PARTNERS GP
LLC, a Delaware limited liability company and the general partner of the General Partner (the “Company” and, together with the MLP GP LP, the “General Partner”). 

Recitals 
 WHEREAS,
the Parties (as defined herein) desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article III, with respect to certain indemnification obligations of the Parties to each other; 

WHEREAS, the Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article
IV, with respect to the amount to be paid by the Partnership for the General and Administrative Services (as defined herein) to be performed by Hess for and on behalf of the Public Company Group (as defined herein); 

WHEREAS, the Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article
V, with respect to the Public Company Group’s right of first offer with respect to the ROFO Assets (as defined herein); and 

WHEREAS, the Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article
VI, with respect to the granting of a license to the Public Company Group Members (as defined herein) to use the “Hess” name and any other trademarks owned by Hess that contain such name. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound, the Parties agree as follows: 
 ARTICLE I. DEFINED TERMS 

Section 1.01 Defined Terms. The following definitions shall for all purposes apply to the capitalized terms used in this Agreement: 

“Affiliate” has the meaning ascribed to that term in the Partnership Agreement. 

  
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 “Agreement” means this Omnibus Agreement, together with all Schedules
attached hereto, as the same may be amended, supplemented or restated from time to time in accordance with the provisions hereof. 

“Applicable Law” means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law,
order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any Governmental Authority
having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect. 

“Assets” means the Facilities, including all pipelines, storage tanks, terminal facilities, truck facilities, truck
racks, rail facilities, rail racks, rail cars, offices and related equipment, real estate and other assets, or portions thereof, in each case, indirectly conveyed, contributed or otherwise transferred, or intended to be indirectly conveyed,
contributed or otherwise transferred, to the Partnership or any other Public Company Group Member from Takota or any other Non-Public Company Group Member pursuant to the Contribution Agreement, together with the additional conveyance documents and
instruments contemplated or referenced thereunder, or owned by, leased by or necessary for the operation of the business, properties or assets of any member of the Public Company Group prior to or as of the Effective Date. 

“Business Day” means any Day except for Saturday, Sunday or a legal holiday in Texas. 

“Company” has the meaning ascribed to that term in the introductory paragraph. 

“Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of the
Effective Date, by and among Takota LP, Takota GP, the General Partner, the Partnership, HTGP Opco, Logistics Opco and the other parties thereto, together with the additional conveyance documents and instruments contemplated or referenced
thereunder, as such may be amended, supplemented or restated from time to time. 
 “Control” and its derivatives
mean, with respect to any Person, the possession, directly or indirectly, of (a) the power to direct or cause the direction of the management and policies of a Person, whether by contract or otherwise, (b) without limiting any other
subsection of this definition, if applicable to such Person (even if such Person is a corporation), where such Person is a corporation, the power to exercise or determine the voting of more than 50% of the voting rights in such corporation,
(c) without limiting any other subsection of this definition, if applicable to such Person (even if such Person is a limited partnership), where such Person is a limited partnership, ownership of all of the equity of the sole general partner of
such limited partnership, or (d) without limiting any other subsection of this definition, if applicable to such Person, in the case of a Person that is any other type of entity, the right to exercise or determine the voting of more than 50% of
the Equity Interests in such Person having voting rights, whether by contract or otherwise. 

  
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 “Covered Environmental Losses” has the meaning ascribed to that term in
Section 3.01(a). 
 “Covered Property Losses” has the meaning ascribed to that term in
Section 3.02. 
 “Day” means the period of time commencing at 0000 hours on one calendar day and running
until, but not including, 0000 hours on the next calendar day, according to local time in Houston, Texas. 
 “Effective
Date” means the date of the closing of the initial public offering of common units representing limited partner interests in the Partnership. 

“Environmental Cap” has the meaning ascribed to that term in Section 3.08(a). 

“Environmental Deductible” has the meaning ascribed to that term in Section 3.08(a). 

“Environmental Laws” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments,
ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to (a) pollution or protection of human health, natural resources, wildlife
and the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the
Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws and the regulations
promulgated pursuant thereto, and any state or local counterparts, each as amended from time to time, and (b) the generation, manufacture, processing, distribution, use, treatment, storage, transport, or handling of any Hazardous Substance.

 “Environmental Permit” means any permit, approval, identification number, license, registration, certification,
consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law, including applications for renewal of such permits in which the application allows for continued operation under the terms of
an expired permit. 
 “Equity Interests” means, with respect to any Person, (a) capital stock, membership
interests, partnership interests, other equity interests, rights to profits or revenue and any other similar interest in such Person, (b) any security or other interest convertible into or exchangeable or exercisable for any of the foregoing,
whether at the time of issuance or upon the passage of time or the occurrence of some future event, and (c) any warrant, option or other right (contingent or otherwise) to acquire any of the foregoing. 

  
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 “Facilities” means the Tioga Gas Plant, the Tioga Rail Terminal, the
Ramberg Truck Facility and the Mentor Storage Terminal. 
 “General and Administrative Services” has the meaning
ascribed to that term in Section 4.01. 
 “General Partner” has the meaning ascribed to that term in the
introductory paragraph. 
 “Governmental Authority” means any federal, state, local or foreign government or any
provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board,
bureau, agency, instrumentality or administrative body of any of the foregoing. 
 “Hazardous Substance” means
(a) any substance, whether solid, liquid, gaseous, semi-solid or any combination thereof, that is designated, defined or classified as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance,
or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including, without limitation, any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended,
and including friable asbestos and lead containing paints or coatings, radioactive materials, and polychlorinated biphenyls, and (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other refined
petroleum hydrocarbons. 
 “Hess” has the meaning ascribed to that term in the introductory paragraph. 

“Hess Entities” means Hess and any Person Controlled, directly or indirectly, by Hess, in each case, other than a
Public Company Group Member or a Non-Public Company Group Member, collectively; and “Hess Entity” means any of the Hess Entities, individually. 

“HTGP Assets” means all Assets owned by HTGP Opco and its Subsidiaries. 

“HTGP Opco” has the meaning ascribed to that term in the introductory paragraph. 

“Indemnified Party” means any applicable Public Company Group Member, any applicable Hess Entity or any applicable
Non-Public Company Group Member, as the case may be, in such Person’s capacity as the Person entitled to indemnification in accordance with Article III. 

  
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 “Indemnifying Party” means any applicable Public Company Group Member,
any applicable Hess Entity or any applicable Non-Public Company Group Member, as the case may be, in such Person’s capacity as the Person from whom indemnification may be sought in accordance with Article III. 

“Interest Rate” means the percentage rate per annum which shall be equal to the Prime rate as quoted by Bloomberg
which appears on the screen display designated as “PRIME Index” (or such other screen display that may replace it in the future) at or after 5:00pm EST time on the relevant Business Day or, if such day is not a Business Day, on the
previous Business Day, plus an additional two percentage points (or if such rate is contrary to any Applicable Law, the maximum rate permitted by such Applicable Law). 

“Joint Interest Assets” means the HTGP Assets and the Logistics Assets, collectively. 

“License” has the meaning ascribed to that term in Section 6.01. 

“Limited Partner” has the meaning ascribed to that term in the Partnership Agreement. 

“Logistics Assets” means all Assets owned by Logistics Opco and its Subsidiaries. 

“Logistics Opco” has the meaning ascribed to that term in the introductory paragraph. 

“Losses” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines,
penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent. 

“Marks” has the meaning ascribed to that term in Section 6.01. 

“Month” or “Monthly” means a calendar month commencing at 0000 hours on the first Day thereof
and running until, but not including, 0000 hours on the first Day of the following calendar month, according to local time in Houston, Texas. 

“Name” has the meaning ascribed to that term in Section 6.01. 

“Non-Public Company Group” means, at any date of determination, Takota LP, Takota GP and each of their respective
Subsidiaries, collectively, but specifically excluding any Public Company Group Member. 
 “Non-Public Company Group
Member” means any member of the Non-Public Company Group. 
 “Notice” has the meaning ascribed to that
term in Section 7.01. 

  
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 “Operational Services Agreement” means that certain Operational Services
Agreement, dated as of the Effective Date, by and among Hess, the Company and the MLP GP LP, as the same may be amended, supplemented or restated from time to time. 

“Partnership” has the meaning ascribed to that term in the introductory paragraph. 

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership,
dated as of the Effective Date, as such agreement is in effect on the Effective Date, to which reference is hereby made for all purposes of this Agreement. 

“Partnership Interest” has the meaning ascribed to that term in the Partnership Agreement. 

“Party” means Hess, the Partnership, Takota LP, Hess TGP GP LLC, HTGP Opco, Hess North Dakota Export Logistics GP LLC,
Logistics Opco, the MLP GP LP or the Company, individually; and “Parties” means Hess, the Partnership, Takota LP, Hess TGP GP LLC, HTGP Opco, Hess North Dakota Export Logistics GP LLC, Logistics Opco, the MLP GP LP and the
Company, collectively. 
 “Permit” means any permits, licenses, certificates of authority, authorizations,
registrations, identification numbers, certifications, franchises, consents or approvals granted or issued by any Governmental Authority. 

“Person” means, without limitation, an individual, corporation (including a non-profit corporation), general or
limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Authority, and shall include any successor (by merger or otherwise) of such entity. 

“Property Deductible” has the meaning ascribed to that term in Section 3.08(b). 

“Proposed Transaction” has the meaning ascribed to that term in Section 5.02(a). 

“Prudent Industry Practice” means such practices, methods, acts, techniques, and standards as are in effect at the
time in question that are required by and in accordance with Applicable Law and are consistent with the higher of (a) the standards generally followed by reputable owners and operators of natural gas processing and fractionation facilities,
natural gas storage and transloading facilities, crude oil and NGL terminals or crude oil rail cars, as applicable, in the United States, and (b) the standards applied or followed by Hess or its Affiliates as owners or operators of such assets,
or by the Public Company Group or its Affiliates as owners or operators of such assets. 
 “Public Company Group”
means, at any date of determination, (a) the Partnership, (b) the MLP GP LP, (c) the Company, and (d) the respective Subsidiaries of the Partnership, the MLP GP LP and/or the Company, all of the foregoing being treated as a
single consolidated entity. 

  
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 “Public Company Group Member” means any member of the Public Company
Group. 
 “Registration Statement” means the Registration Statement on Form S-1 filed by the Partnership with the
United States Securities and Exchange Commission (Registration No. 333-198896), as amended. 
 “Retained
Assets” means all midstream assets, including pipelines, storage tanks, terminal facilities, truck facilities, truck racks, rail facilities, rail racks, rail cars, offices and related equipment, real estate and other related assets, or
portions thereof, owned by any Non-Public Company Group Member that were not directly or indirectly conveyed, contributed or otherwise transferred to the Public Company Group pursuant to the Contribution Agreement or the other documents referred to
in the Contribution Agreement. 
 “Rights of Way” means all permits, licenses, servitudes, easements, fee surface,
surface leases and rights-of-way primarily used or held for use in connection with the ownership or operation of the Assets, other than Permits. 

“ROFO Assets” means the assets listed on Schedule III to this Agreement. 

“ROFO Notice” has the meaning ascribed to that term in Section 5.02(a). 

“ROFO Period” has the meaning ascribed to that term in Section 5.01(a). 

“ROFO Response” has the meaning ascribed to that term in Section 5.02(a). 

“Secondment Agreement” means that certain Employee Secondment Agreement, dated as of the Effective Date, by and among
Hess, Hess Trading Corporation, the MLP GP LP and the Company, as the same may be amended, supplemented or restated from time to time. 

“Subsidiary” means, with respect to any Person, any other Person in which such first Person, directly or indirectly,
owns an Equity Interest. 
 “Takota Change of Control” means that the Hess Entities, collectively, cease to own 15%
of the issued and outstanding Equity Interests in Takota GP. 
 “Takota GP” means Hess Infrastructure Partners GP
LLC, a Delaware limited liability company and the general partner of Takota LP. 
 “Takota LP” has the meaning
ascribed to that term in the introductory paragraph. 

  
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 “Tariff Agreements” means, as the context requires, any of
the following (in each case, as the same may be amended, modified or supplemented from time to time): (a) that certain Gas Gathering Agreement, dated as of October 30, 2014, by and between Hess North Dakota Pipelines LLC and Hess Trading
Corporation; (b) that certain Gas Processing and Fractionation Agreement, dated as of October 30, 2014, by and between Hess Tioga Gas Plant LLC and Hess Trading Corporation; (c) that certain Crude Oil Gathering Agreement, dated as of
October 30, 2014, by and between Hess North Dakota Pipelines LLC and Hess Trading Corporation; (d) that certain Terminal and Export Services Agreement, dated as of October 30, 2014, by and between Hess North Dakota Export Logistics
LLC and Hess Trading Corporation; and (e) that certain Storage Services Agreement, dated as of October 30, 2014, by and between Solar Gas Inc. and Hess Mentor Storage LLC. 

“Taxes” means any income, sales, use, excise, transfer, and similar taxes, fees and charges (including ad valorem
taxes), including any interest or penalties attributable thereto, imposed by any Governmental Authority. 

“Transfer” means to, directly or indirectly, sell, assign, lease, convey, contribute, transfer or otherwise dispose
of, whether in one or a series of transactions. 
 Section 1.02 Other Defined Terms. Other terms may be defined elsewhere in this Agreement, and,
unless otherwise indicated, shall have such meanings ascribed to such terms elsewhere in this Agreement. 
 Section 1.03 Terms Generally. The
definitions in this Agreement shall apply equally to both singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word
“include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “hereunder,” “hereof,” “hereto” and words of similar import will
be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof or thereof. All references to Articles, Sections, subsections and other divisions and Schedules shall be deemed to be references to
Articles, Sections, subsections and other divisions of, and Schedules to, this Agreement unless the context requires otherwise. 
 ARTICLE
II. TERM 
 Section 2.01 Term and Termination. This Agreement shall commence on the Effective Date and shall continue in effect until the earlier
of (a) the date this Agreement is terminated by a written agreement executed by each of the Parties, and (b) upon the delivery of written notice from either Hess, Takota LP or the Partnership at any time following the occurrence of a
Takota Change of Control. Any termination pursuant to this Section 2.01 shall be effective on the earlier of (i) 90 days following the applicable (A) agreement of the Parties pursuant to Section 2.01(a), or
(B) Party’s receipt of such written Notice pursuant to Section 2.01(b), as applicable, and (ii) the Parties entering into a transition services agreement pursuant to Section 2.02. Notwithstanding the foregoing,


  
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the Parties’ indemnification obligations under Article III shall, to the fullest extent permitted by Applicable Law, survive the termination of this Agreement in accordance with their
respective terms. 
 Section 2.02 Transition Services Upon Termination. Section 2.03 Should a notice of termination of this Agreement be delivered
pursuant to Section 2.01, then the Parties shall, during the pendency of such termination, use their commercially reasonable efforts to agree upon a transition services agreement. 

ARTICLE III. INDEMNITY 
 Section 3.01
Environmental Indemnification. 
  

	(a)	Subject to Section 3.01(b) and Section 3.08(a), Takota LP shall indemnify, defend and hold harmless the Public Company Group from and against any Losses suffered or incurred by the Public Company
Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of the following (collectively, “Covered Environmental Losses”): 


 

	 	(i)	any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the Assets; 


 

	 	(ii)	any event, condition or matter associated with or arising from the ownership or operation of the Assets (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal
or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action under
Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under
Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; 

  

	 	(iii)	any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Effective Date. 


 

	(b)	With respect to any discrete violation under Section 3.01(a)(i) or any discrete environmental event, condition or matter included under Section 3.01(a)(ii), Takota LP will be obligated to
indemnify the Public Company Group only if and to the extent that: 

  

	 	(i)	such violation, event, condition or environmental matter occurred before the Effective Date under then-applicable Environmental Laws; and 


 

	 	(ii)	either (A) such violation, event, condition or environmental matter is set forth on Schedule I attached hereto or (B) Takota LP is notified in writing of such violation, event, condition or
environmental matter prior to the fifth anniversary of the Effective Date. 


  
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 For the avoidance of doubt, nothing in this Section 3.01(b) shall apply to Takota
LP’s indemnification obligations under Section 3.01(a)(iii). 
  

	(c)	The Partnership shall indemnify, defend and hold harmless each of the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Hess Entities or the Non-Public
Company Group Members, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: 

  

	 	(i)	any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the Assets (other than the Joint Interest Assets); and 


 

	 	(ii)	any event, condition or matter associated with or arising from the ownership or operation of the Assets (other than the Joint Interest Assets) (including the presence of Hazardous Substances on, under, about or
migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair,
restoration, remediation, or other corrective action under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective
action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; 


and regardless of whether such violation under Section 3.01(c)(i) or such event, condition or environmental matter included under
Section 3.01(c)(ii) occurred before or after the Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Public Company Group is entitled to indemnification from
Takota LP under this Article III. 

  
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	(d)	HTGP Opco shall indemnify, defend and hold harmless each of the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Hess Entities or the Non-Public Company
Group Members, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: 

  

	 	(i)	any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the HTGP Assets; and 


 

	 	(ii)	any event, condition or matter associated with or arising from the ownership or operation of the HTGP Assets (including the presence of Hazardous Substances on, under, about or migrating to or from the HTGP Assets or
the disposal or release of Hazardous Substances generated by operation of the HTGP Assets at non-HTGP Asset locations) that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other
corrective action under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or
necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; 


and regardless of whether such violation under Section 3.01(d)(i) or such event, condition or environmental matter included under
Section 3.01(d)(ii) occurred before or after the Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Public Company Group is entitled to indemnification from
Takota LP under this Article III. 
  

	(e)	Logistics Opco shall indemnify, defend and hold harmless each of the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Hess Entities or the Non-Public Company
Group Members, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: 

  

	 	(i)	any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the Logistics Assets; and 


 

	 	(ii)	 any event, condition or matter associated with or arising from the ownership or operation of the Logistics Assets (including the presence of Hazardous
Substances on, under, about or migrating to or from the Logistics Assets or the disposal or release of Hazardous Substances generated by operation of the Logistics Assets at non-Logistics Assets locations) that requires investigation, assessment,
evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and
implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support
work; 



  
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 and regardless of whether such violation under Section 3.01(e)(i) or such event,
condition or environmental matter included under Section 3.01(e)(ii) occurred before or after the Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Public
Company Group is entitled to indemnification from Takota LP under this Article III. 
 Section 3.02 Right of Way and Real Property
Indemnification. Takota LP shall indemnify, defend and hold harmless the Public Company Group from and against any Losses suffered or incurred by the Public Company Group by reason of or arising out of the following (collectively,
“Covered Property Losses”): 
  

	(a)	the failure of the applicable Non-Public Company Group Member to be the owner of valid and indefeasible Rights-of-Way, fee ownership or leasehold interests in and to the lands, in each case, on which any of the Assets
conveyed or contributed to the applicable Public Company Group Member on the Effective Date are located as of the Effective Date, in each case, to the extent and only to the extent that such failure renders the Public Company Group liable to a third
party or unable to use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Non-Public Company Group Member immediately prior to the Effective Date as described in the Registration
Statement; 

  

	(b)	the failure of the applicable Non-Public Company Group Member to have all consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 3.02 to cross the
roads, waterways, railroads and other areas upon which any such pipeline is located as of the Effective Date, in each case, to the extent and only to the extent that such failure renders the Public Company Group liable to a third party or unable to
use or operate the Assets in substantially the same manner that the Assets were used and operated by the applicable Non-Public Company Group Member immediately prior to the Effective Date as described in the Registration Statement; and


  

	(c)	the cost of curing any condition set forth in clause (a) or (b) of this Section 3.02 that does not allow any Asset to be operated in accordance with Prudent Industry Practice;


 in each case, to the extent that Hess is notified in writing of any of the foregoing prior to the fifth anniversary of the Effective Date.
Notwithstanding anything in this Section 3.02 to the contrary, to the extent that such Right of Way, fee ownership or leasehold interest can be acquired and the cost and expense of such acquisition is recovered by an increase to the fees
payable to the Public Company Group under the Tariff Agreements, no indemnity shall be owed under this Section 3.02. 

  
 12 







 Section 3.03 Additional Indemnification by Takota LP. In addition to and not in limitation of the
indemnification provided under Section 3.01(a) and Section 3.02, Takota LP shall indemnify, defend, and hold harmless the Public Company Group from and against any Losses suffered or incurred by the Public Company Group by
reason of or arising out of any of the following: 
  

	(a)	(i) the consummation of the transactions contemplated by the Contribution Agreement or (ii) events and conditions associated with the ownership or operation of the Assets and occurring before the Effective Date
(other than Covered Environmental Losses, which are provided for under Section 3.01, Covered Property Losses, which are provided for under Section 3.02, and current liabilities incurred in the ordinary course of business that
have been accrued but not paid prior to the Effective Date), to the extent that Takota LP is notified in writing of any such Loss prior to the fifth anniversary of the Effective Date; 


 

	(b)	any litigation matters attributable to the ownership or operation of the Assets prior to the Effective Date, including any currently pending legal actions against any of the Hess Entities or any Non-Public Company Group
Member; 

  

	(c)	events and conditions associated with the Retained Assets and whether occurring before, on or after the Effective Date; 

  

	(d)	all federal, state and local Tax liabilities attributable to the ownership or operation of the Assets prior to the Effective Date, including under Treasury Regulation Section 1.1502-6 (or any similar provision of
state or local law), and any such Tax liabilities of any of the Hess Entities or Non-Public Company Group Members that may result from the consummation of the formation transactions for the Public Company Group occurring on or prior to the Effective
Date or from the consummation of the transactions contemplated by the Contribution Agreement; and 

  

	(e)	the failure of any Public Company Group Member to have on the Effective Date any consent, license, permit or approval necessary to allow such Public Company Group Member to own or operate the Assets in substantially the
same manner described in the Registration Statement. 

 Section 3.04 Additional Indemnification by the Public Company Group. In addition
to and not in limitation of the indemnification provided under Section 3.01(c) or in the Partnership Agreement, the Public Company Group shall indemnify, defend, and hold harmless the Hess Entities and the Non-Public Company Group
Members from and against any Losses suffered or incurred by the Hess Entities, the Non-Public Company Group Members or any of them, by reason of or arising out of events and conditions associated with the ownership or operation of the Assets (other
than the Joint Interest Assets) and occurring after the Effective Date (other than Covered Environmental Losses which are provided for under Section 3.01), unless such indemnification would not be permitted under the Partnership
Agreement by reason of one of the provisos contained in Section 7.7(a) of the Partnership Agreement. 

  
 13 







 Section 3.05 Additional Indemnification by HTGP Opco. In addition to and not in limitation of the
indemnification provided under Section 3.01(d) or in the Partnership Agreement, HTGP Opco shall indemnify, defend, and hold harmless the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or
incurred by the Hess Entities, the Non-Public Company Group Members or any of them, by reason of or arising out of events and conditions associated with the ownership or operation of the HTGP Assets and occurring after the Effective Date (other than
Covered Environmental Losses which are provided for under Section 3.01), unless such indemnification would not be permitted under the Partnership Agreement by reason of one of the provisos contained in Section 7.7(a) of the
Partnership Agreement. 
 Section 3.06 Additional Indemnification by Logistics Opco. In addition to and not in limitation of the indemnification
provided under Section 3.01(e) or in the Partnership Agreement, Logistics Opco shall indemnify, defend, and hold harmless the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the
Hess Entities, the Non-Public Company Group Members or any of them, by reason of or arising out of events and conditions associated with the ownership or operation of the Logistics Assets and occurring after the Effective Date (other than Covered
Environmental Losses which are provided for under Section 3.01), unless such indemnification would not be permitted under the Partnership Agreement by reason of one of the provisos contained in Section 7.7(a) of the Partnership
Agreement. 
 Section 3.07 Indemnification Procedures. 
  

	(a)	The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article III, it will provide notice thereof in writing to
the Indemnifying Party, specifying the nature of and specific basis for such claim. 

  

	(b)	The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under
this Article III, including the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided that no such settlement shall
be entered into without the consent of the Indemnified Party unless it includes a full and unconditional release of the Indemnified Party from such claim; provided, however, that no such settlement containing any form of injunctive or similar
relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld. 

  

	(c)	 The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to all
aspects of the defense of, and the pursuit of any counterclaims with respect to, any claims 



  
 14 








	 	
covered by the indemnification under this Article III for which a request for indemnification is made, including the prompt furnishing to the Indemnifying Party of any correspondence or
other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense or counterclaims, the making available to the Indemnifying Party of any files, records
or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense or counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the
Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the
operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 3.07(c). In no event shall the obligation of
the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of, or the
pursuit of any counterclaims with respect to, any claims covered by the indemnification set forth in this Article III; provided, however, that the Indemnified Party may, at its own option, cost and expense, engage and pay for counsel
in connection with any such defense and counterclaims. The Indemnifying Party agrees to keep any such counsel engaged by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain
sole control over such defense and counterclaims. 

  

	(d)	In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any
insurance proceeds realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts
recovered by the Indemnified Party under contractual indemnities from third Persons. 

  

	(e)	With respect to Covered Environmental Losses, Takota LP shall have the sole right and authority to manage any remediation required by Applicable Law, and, upon reasonable request from Takota LP, the Partnership will,
and will cause each other Public Company Group Member to, cooperate with Takota LP and its contractors or subcontractors to facilitate such remediation. 


Section 3.08 Limitations on Indemnity Coverage. 
  

	(a)	 With respect to Covered Environmental Losses under Section 3.01(a)(i) or Section 3.01(a)(ii), Takota LP shall not be obligated
to indemnify, defend and hold harmless any Public Company Group Member unless the applicable Covered Environmental Loss exceeds $100,000 (the “Environmental Deductible”), at




  
 15 








	 	
which time Takota LP shall be obligated to indemnify such Public Company Group Member for the amount of all Environmental Losses incurred by such Public Company Group Member; provided,
however, that to the extent any cure or remediation of any environmental matter is required under Section 3.01(a)(i) or Section 3.01(a)(ii), Takota LP will be obligated to indemnify the Public Company Group only to the
extent of any cure or remediation that is required by Applicable Law (after giving effect to the Environmental Deductible); provided further, that in no event shall Takota LP be obligated to indemnify the Public Company Group for any Covered
Environmental Losses under Section 3.01(a)(i) or Section 3.01(a)(ii) in excess of $15,000,000 in the aggregate (the “Environmental Cap”). For the avoidance of doubt, it is agreed that the Environmental
Deductible shall not apply to any Covered Environmental Losses incurred by any Public Company Group Member related to the matters set forth on Schedule I attached hereto. 


 

	(b)	With respect to Covered Property Losses under Section 3.02, Takota LP shall not be obligated to indemnify, defend and hold harmless any Public Company Group Member unless the applicable Covered Property Loss
exceeds $50,000 (the “Property Deductible”), at which time Takota LP shall be obligated to indemnify such Public Company Group Member for the amount of all Covered Property Losses incurred by such Public Company Group Member;
provided, however, that to the extent the Public Company Group attempts to cure any matter for which it is entitled to indemnification under Section 3.02, Takota LP will be obligated to indemnify the Public Company Group only to
the extent of any reasonably required cure (after giving effect to the Property Deductible). 

  

	(c)	For the avoidance of doubt, there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article III other than as described in this
Section 3.08, and there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article III other than as described in this Section 3.08. 


ARTICLE IV. GENERAL AND ADMINISTRATIVE SERVICES 

Section 4.01 General. Hess agrees to provide to the Company, for the Public Company Group’s benefit, the general and administrative services that
Hess and its Affiliates have traditionally provided in connection with the ownership and operation of the Assets and any other assets held from and after the Effective Date by any Public Company Group Member, which include the services set forth on
Schedule II (the “General and Administrative Services”). Hess may subcontract with Affiliates or third parties for the provision of such General and Administrative Services to the Company (for and on behalf of the
Public Company Group). The Company may terminate any specific General and Administrative Service upon 30 days’ prior written Notice to Hess. 

  
 16 







 Section 4.02 Reimbursement and Allocation. 

 

	(a)	As consideration for Hess’s provision of the General and Administrative Services, the Company will, or will cause another Public Company Group Member to, reimburse Hess for all reasonable direct and indirect costs
and expenses incurred by Hess in connection with the provision of the General and Administrative Services, including the following: 

  

	 	(i)	total costs, plus the relevant percentage mark-up set forth in Schedule IV, of each employee of, and each contractor, subcontractor, or other outside personnel engaged by, Hess to the extent, but only to the
extent, such employees and outside personnel perform General and Administrative Services for the Public Company Group’s benefit; 

  

	 	(ii)	any expenses incurred or payments made by Hess on behalf of the Public Company Group for insurance coverage with respect to the Assets or the business of the Public Company Group; 


 

	 	(iii)	all expenses and expenditures incurred by Hess on behalf of the Public Company Group as a result of the Partnership becoming and continuing as a publicly traded entity, including costs associated with annual, quarterly
or current reports, independent auditor fees, partnership governance and compliance, registrar and transfer agent fees, exchange listing fees, tax return and Schedule K-1 preparation and distribution, legal fees, independent director compensation
and director and officer liability insurance premiums; and 

  

	 	(iv)	any other out-of-pocket costs and expenses incurred by Hess in providing the General and Administrative Services, as well as any other out-of-pocket costs and expenses incurred on behalf of the Public Company Group. For
the avoidance of doubt, the Company shall, or shall cause another Public Company Group Member to, reimburse Hess for all tax costs and expenses incurred or payments made by Hess on behalf of the Public Company Group, including all sales, use,
excise, value added, margin, franchise or similar taxes, if any, that may be applicable from time to time with respect to the ownership and operation of the Assets or with respect to the General and Administrative Services provided by Hess to the
Public Company Group pursuant to Section 4.01. 

 To the extent any of the costs and expenses identified in this
Section 4.02 are reimbursed on an allocation basis, such allocation shall be determined by Hess’s then-current corporate transfer pricing practices, as generally applied in a non-discriminatory manner. 

 

	(b)	 Within 20 days following the end of each month during the term of this Agreement, Hess shall send to the Company an invoice (in a form mutually agreed
by the Parties) of the amounts due and payable by the Company (for and on behalf of the Public Company Group) for such month, including any 



  
 17 








	 	
adjustments due pursuant to the terms of this Section 4.02(b) by the Company (for and on behalf of the Public Company Group). The Company shall, or shall cause another Public Company
Group Member to, pay such invoice by the later of (i) 30 days of receipt and (ii) the last Business Day of the month in which the Company received such invoice, except for any amounts that are being disputed in good faith by the Company.
If Hess determines that the amount reflected on any invoice previously sent to, and paid by, the Company (or another Public Company Group Member, as applicable) did not accurately state the amounts owed by the Company (for and on behalf of the
Public Company Group) under this Article IV, Hess shall include appropriate adjustments on the next invoice; provided, however, that such adjustments shall be included only to the extent they relate to a month in the same calendar
quarter as such invoice relates; provided further that Hess and the Company shall negotiate, in good faith, the timing of payment of any such adjustments. Any such adjustments shall be separately stated on each invoice and computed in such
detail as is mutually agreed by Hess and the Company. For the avoidance of doubt, any adjustments that do not relate to a month in the same calendar quarter as such invoice relates shall not be due and payable by the Company or any other Public
Company Group Member. Any amounts that the Company has disputed in good faith and that are later determined by any court or other competent authority having jurisdiction, or by agreement of the Parties, to be owing from the Company (for and on
behalf of the Public Company Group) to Hess shall be paid in full within ten days of such determination, together with interest thereon at the Interest Rate from the date due under the original invoice until the date of payment. Until such time as a
Takota Change of Control has occurred, the Company and Hess may settle the Company’s financial obligations to Hess hereunder through Hess’s normal interaffiliate settlement processes. 


 

	(c)	For the avoidance of doubt, the General and Administrative Services provided by Hess pursuant to this Article IV will be in addition to, and not in duplication of, the services that will be provided to the Public
Company Group by certain Hess Entities under the Operational Services Agreement and the functions performed by the employees seconded to the Public Company Group under the Secondment Agreement, and Hess shall not be entitled to reimbursement under
this Agreement for any costs or expenses for which Hess is entitled to payment or reimbursement under the Operational Services Agreement or which are intended to be covered by the Secondment Fee under the Secondment Agreement. 


Section 4.03 Services Standard. Hess shall perform the General and Administrative Services using at least the same level of care, quality, timeliness,
skill and adherence to applicable industry standards as Hess does in providing similar services to its own Affiliates. 

  
 18 







 ARTICLE V. RIGHT OF FIRST OFFER 

Section 5.01 Right of First Offer to Purchase Certain Assets. 
  

	(a)	Takota LP, on behalf of itself and the other Non-Public Company Group Members, hereby grants to the Partnership a right of first offer, for a period (the “ROFO Period”) beginning at the Effective
Date and ending at the earlier of (i) ten years from the Effective Date, and (ii) the occurrence of a Takota Change of Control, on all or any part of the ROFO Assets to the extent that any Non-Public Company Group Member proposes to
Transfer all or any part of any ROFO Asset; provided, however, that any Non-Public Company Group Member may Transfer all or any part of any ROFO Asset to another Non-Public Company Group Member that agrees in writing that such ROFO Asset
remains subject to the provisions of this Article V and such Non-Public Company Group Member assumes the obligations of Takota LP under this Article V with respect to such ROFO Asset. 


 

	(b)	The Parties acknowledge that any Transfer of all or any part of any ROFO Asset pursuant to the Partnership’s right of first offer is subject to the terms of all existing agreements with respect to the ROFO Assets
and shall be subject to and conditioned on the obtaining of any and all necessary consents of security holders, Governmental Authorities, lenders or other third parties; provided, however, that Takota LP hereby represents and warrants that,
to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Public Company Group pursuant to this Article V with respect to any ROFO Asset. 


Section 5.02 Procedures. 
  

	(a)	If any Non-Public Company Group Member proposes to Transfer all or any part of any applicable ROFO Asset (other than to another Non-Public Company Group Member in accordance with Section 5.01(a)) during the
ROFO Period (a “Proposed Transaction”), then Takota LP shall, prior to such Non-Public Company Group Member entering into any such Proposed Transaction, first give notice in writing to the Partnership (the “ROFO
Notice”) of the intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and details as would be necessary for the Partnership to make a responsive offer to enter into the Proposed
Transaction with the applicable Non-Public Company Group Member, which terms, conditions and details shall at a minimum include any terms, condition or details that such Non-Public Company Group Member would propose to provide to Persons who are not
Non-Public Company Group Members in connection with the Proposed Transaction. If the Partnership determines to purchase the ROFO Assets, the Partnership shall have 60 days following receipt of the ROFO Notice to submit a written offer to Takota LP
to enter into the Proposed Transaction with such Non-Public Company Group Member (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price the Partnership proposes to pay
for the ROFO Asset and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. If no ROFO Response is delivered by the Partnership within such 60-day period,
then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset, subject to Section 5.02(c). 


  
 19 








	(b)	Unless the ROFO Response is rejected pursuant to written notice delivered by Takota LP to the Partnership within 60 days of the delivery to Takota LP of the ROFO Response, such ROFO Response shall be deemed to have been
accepted by Takota LP, and such Non-Public Company Group Member shall enter into an agreement with the Partnership providing for the consummation of the Proposed Transaction upon the terms set forth in the ROFO Response. Unless otherwise agreed
between Takota LP, the applicable Non-Public Company Group Member and the Partnership, the terms of the purchase and sale agreement shall include the following: 

  

	 	(i)	the Partnership shall deliver the agreed purchase price (in cash, Partnership Securities, an interest-bearing promissory note, or any combination thereof); 


 

	 	(ii)	such Non-Public Company Group Member shall represent that it has title to the applicable ROFO Asset that is sufficient to own and operate the applicable ROFO Asset in accordance with its intended and historical use,
subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the applicable ROFO Asset, plus any other such matters as the Partnership may approve; 


 

	 	(iii)	the closing date for the purchase of the ROFO Asset shall occur no later than 180 days following receipt by Takota LP, on behalf of the applicable Non-Public Company Group Member, as applicable, of the ROFO Response
pursuant to Section 5.02(a); 

  

	 	(iv)	each of Takota LP, such other Non-Public Company Group Member and the Partnership shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to
effectuate the consummation of any transactions contemplated by this Section 5.02(b), including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents
required in connection therewith; and 

  

	 	(v)	neither Takota LP, such other Non-Public Company Group Member nor the Partnership shall have any obligation to sell or buy the applicable ROFO Asset if any consent referred to in Section 5.01(b) has not been
obtained. 

  

	(c)	 If the Partnership does not timely deliver a ROFO Response as specified above with respect to a Proposed Transaction that is subject to a ROFO Notice,
Takota LP or such other Non-Public Company Group Member, as applicable, shall be free to enter into a Proposed Transaction with any third party on terms and conditions no more favorable to such third party than those set forth in the ROFO




  
 20 








	 	
Notice. If Takota LP rejects a ROFO Response with respect to any Proposed Transaction, Takota LP or such other Non-Public Company Group Member, as applicable, shall be free to enter into a
Proposed Transaction with any third party (i) on terms and conditions (excluding those relating to price) that are not more favorable in the aggregate to such third party than those proposed in respect of the Public Company Group in the ROFO
Response and (ii) at a price equal to no less than 100% of the price offered by the Partnership in the ROFO Response to Takota LP. 

  

	(d)	Takota LP agrees that, if requested by the Partnership, Takota LP shall use its commercially reasonable efforts to provide information reasonably requested by the Partnership in order for the Partnership to prepare such
financial statements with respect to any ROFO Assets transferred to the Partnership pursuant to this Article V that meet the requirements of Regulation S-X promulgated under the Securities Act of 1933, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder. 

  

	(e)	The Partnership can assign its rights and obligations under this Article V to any Public Company Group Member. 


ARTICLE VI. LICENSE OF NAME AND MARK 

Section 6.01 Grant of License. Upon the terms and conditions set forth in this Article VI, Hess hereby grants and conveys to each of the Persons
currently or hereafter comprising a part of the Public Company Group a nontransferable, nonexclusive, royalty-free right and license (“License”) to use the name “Hess” (the “Name”) and any
other trademarks or tradenames owned by Hess that contain the Name (collectively, the “Marks”). 
 Section 6.02 Ownership and
Quality. The Partnership agrees that ownership of the Name and/or the Marks and, in each case, the goodwill relating thereto shall remain vested in Hess both during the term of this License and thereafter, and the Partnership further agrees, and
agrees to cause the other Public Company Group Members, never to challenge, contest or question the validity of Hess’s ownership of the Name and/or the Marks or any registration thereof by Hess. In connection with the use of the Name and/or the
Marks, the Partnership and any other Public Company Group Members shall not in any manner represent that they have any ownership in the Name and the Marks or registration thereof except as set forth herein, and the Partnership, on behalf of itself
and the other Public Company Group Members, acknowledge that the use of the Name and/or the Marks shall not create any right, title or interest in or to the Name and/or the Marks, and all use of the Name and/or the Marks by the Partnership or any
other Public Company Group Members, shall inure to the benefit of Hess. The Partnership agrees, and agrees to cause the other Public Company Group Members, to use the Name and/or the Marks in accordance with such quality standards established by
Hess and communicated to the Partnership from time to time, it being understood that the products and services offered by the Public Company Group Members immediately before the Effective Date are of a quality that is acceptable to Hess and
justifies the License. 

  
 21 







 Section 6.03 Termination. The License shall terminate upon any termination of this Agreement. The License
shall terminate, with respect to any Person that no longer qualifies as a Public Company Group Member, as of the time such Person no longer qualifies as a Public Company Group Member. In the event of a termination of the License as described in this
Section 6.03, as promptly as practicable, but in any event within 60 days after any such termination, any such Person that no longer qualifies as a Public Company Group Member shall eliminate the Name and the Marks, including any and all
variants thereof, from its assets, legal name and any of its other properties and, except with respect to such grace period for eliminating existing usage set forth in this Section 6.03, shall cease the use of the Name and the Marks.

 ARTICLE VII. NOTICES 

Section 7.01 Notices. All written notices, requests, demands and other communications required or permitted to be given under this Agreement shall be
considered a “Notice” and shall be deemed sufficient in all respects (a) if given in writing and delivered personally, (b) if sent by overnight courier, (c) if mailed by U.S. Express Mail or by certified or
registered U.S. Mail with all postage fully prepaid, (d) sent by facsimile transmission (provided any such facsimile transmission is confirmed either orally or by written confirmation), or (e) sent by electronic mail transmission (provided
any such electronic mail transmission is confirmed either orally or by written confirmation, including via a reply electronic mail transmission) and, in each case, addressed to the appropriate Party at the address for such Party shown below: 

 

			
	If to the General Partner or any other Public Company Group Member:		If to Hess or any of the Hess Entities:
		
	Hess Midstream Partners GP LP		Hess Corporation
	1501 McKinney Street		1185 Avenue of the Americas
	Houston, TX 77010		New York, NY 10036
	Attn:		Attn:
	Fax:		Fax:
	Email:		Email:
		
	With a copy to:		With a copy to:
		
	Hess Midstream Partners GP LLC		Hess Corporation
	1501 McKinney Street		1185 Avenue of the Americas
	Houston, TX 77010		New York, NY 10036
	Attn:		Attn:
	Fax:		Fax:
	Email:		Email:


  
 22 








			
	If to Takota LP or any other Non-Public Company Group Member:		
		
	Hess Infrastructure Partners LP		
	1501 McKinney Street		
	Houston, TX 77010		
	Attn:		
	Fax:		
	Email:		
		
	With a copy to:		
		
	Hess Infrastructure Partners LP		
	1501 McKinney Street		
	Houston, TX 77010		
	Attn:		
	Fax:		
	Email:		

 Any Notice given in accordance herewith shall be deemed to have been given (i) when delivered to the addressee in person,
or by courier, during normal business hours, or on the next Business Day if delivered after business hours, (ii) when received by the addressee via facsimile or electronic transmission during normal business hours, or on the next Business Day
if received after business hours, or (iii) upon actual receipt by the addressee after such notice has either been delivered to an overnight courier or deposited in the U.S. Mail, as the case may be. The Parties may change the address, telephone
number, facsimile number, electronic mail address and individuals to which such communications to any Party are to be addressed by giving written notice to the other Parties in the manner provided in this Section 7.01. 

ARTICLE VIII. LIMITATION OF LIABILITY 

Section 8.01 No Liability for Consequential Damages. Except as provided in Article III, in no event shall a Party be liable to another Party for
any punitive, special, indirect or consequential damages of any kind or character resulting from or arising out of this Agreement, including, without limitation, loss of profits or business interruptions, however they may be caused. 

ARTICLE IX. MISCELLANEOUS 

Section 9.01 Assignment. No Party may assign its rights or delegate its duties under this Agreement without prior written consent of each other Party.
Notwithstanding the foregoing: (a) Hess may delegate any of its duties and obligations hereunder to any Hess Entity; provided, however, that no such delegation shall relieve Hess of any of its duties or obligations under this Agreement;
and (b) the Partnership may assign its rights under Article V to any Public Company Group Member. 

  
 23 







 Section 9.02 Modification. This Agreement may be amended or modified only by a written instrument executed
by the Parties. Any of the terms and conditions of this Agreement may be waived in writing at any time by the Party entitled to the benefits thereof. 

Section 9.03 Entire Agreement. This Agreement, together with all Schedules attached hereto, the Secondment Agreement (with respect to certain employee
reimbursement matters) and the Operational Services Agreement (with respect to certain employee reimbursement matters), constitute the entire agreement among the Parties relating to the subject matter hereof and supersede all prior and
contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties relating to the subject matter hereof, and there are no warranties, representations or other agreements between the Parties in
connection with the subject matter hereof except as specifically set forth in, or contemplated by, this Agreement, the Secondment Agreement (with respect to certain employee reimbursement matters) and the Operational Services Agreement (with respect
to certain employee reimbursement matters). 
 Section 9.04 Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of
Texas without giving effect to its conflict of laws principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of any federal court of competent jurisdiction situated in the State of Texas United States District Court for the
Southern District of Texas, or if such federal court declines to exercise or does not have jurisdiction, in the district court of Harris County, Texas. The Parties expressly and irrevocably submit to the jurisdiction of said courts and irrevocably
waive any objection which they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement brought in such courts, irrevocably waive any claim that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum and further irrevocably waive the right to object, with respect to such claim, action, suit or proceeding brought in any such court that such court does not have
jurisdiction over such Party. The Parties hereby irrevocably consent to the service of process by registered mail, postage prepaid, or by personal service within or without the State of Texas. Nothing contained herein shall affect the right to serve
process in any manner permitted by Applicable Law. 
 Section 9.05 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any
respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the Parties shall negotiate in good faith with a view to substitute for such provision a suitable and
equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision. 

Section 9.06 No Third-Party Beneficiaries. It is expressly understood that the provisions of this Agreement do not impart enforceable rights in anyone
who is not a 

  
 24 







 
Party or the successor or permitted assignee of a Party. No Limited Partner shall have any right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel
any Party to comply with the terms of this Agreement. 
 Section 9.07 WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY PERFORMANCE OR FAILURE TO PERFORM OF ANY OBLIGATION HEREUNDER. 

Section 9.08 Non-Waiver. The failure of any Party to enforce any provision, condition, covenant or requirement of this Agreement at any time shall not be
construed to be a waiver of such provision, condition, covenant or requirement unless the other Parties are so notified by such Party in writing. Any waiver by a Party of a default by any other Party in the performance of any provision, condition,
covenant or requirement contained in this Agreement shall not be deemed to be a waiver of such provision, condition, covenant or requirement, nor shall any such waiver in any manner release such other Party from the performance of any other
provision, condition, covenant or requirement. 
 Section 9.09 Counterparts; Multiple Originals. This Agreement may be executed in any number of
counterparts (including by facsimile or portable document format (.pdf)), all of which together shall constitute one agreement binding each of the Parties. Each of the Parties may sign any number of copies of this Agreement. Each signed copy shall
be deemed to be an original, and all of them together shall represent one and the same agreement. 
 Section 9.10 Schedules. Each of the schedules
attached hereto and referred to herein is hereby incorporated in and made a part of this Agreement as if set forth in full herein. If there is any conflict between this Agreement and any schedule, the provisions of the schedule shall control. 

Section 9.11 Survival. Any indemnification granted hereunder by a Party to any other Party shall survive the termination of this Agreement in accordance
with the terms of the indemnification. 
 Section 9.12 Table of Contents; Headings; Subheadings. The table of contents and the headings and subheadings
of this Agreement have been inserted only for convenience to facilitate reference and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 

Section 9.13 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement. 

  
 25 







 Section 9.14 Business Practices. Hess shall use its best efforts to make certain that all billings, reports,
and financial settlements rendered to or made with the Public Company Group pursuant to this Agreement, or any revision of or amendments to this Agreement, will properly reflect the facts about all activities and transactions handled by authority of
this Agreement and that the information shown on such billings, reports and settlement documents may be relied upon by the Public Company Group as being complete and accurate in any further recording and reporting made by the Public Company Group
for whatever purposes. Hess shall notify the Partnership if Hess discovers any errors in such billings, reports, or settlement documents. 

Section 9.15 Binding Effect. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors and
permitted assigns. 
 [Signature pages follow.] 

  
 26 







 IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date
first written above. 
  

					
	HESS CORPORATION
		
	By:		  

	Name:		
	Title:		
	
	HESS MIDSTREAM PARTNERS LP
		
	By:		 Hess Midstream Partners GP LP,
 its
general partner

			
			By:		 Hess Midstream Partners GP LLC,
 its general
partner

		
	By:		  

	Name:		
	Title:		
	
	HESS TGP GP LLC
		
	By:		  

	Name:		
	Title:		
	
	HESS TGP OPERATIONS LP
		
	By:		Hess TGP GP LLC, its general partner
		
	By:		  

	Name:		
	Title:		



  
 Signature page to
HESM Omnibus Agreement 







 
			
	HESS NORTH DAKOTA EXPORT LOGISTICS GP LLC
		
	By:		  

	Name:		
	Title:		
	
	HESS NORTH DAKOTA EXPORT LOGISTICS OPERATIONS LP
		
	By:		 Hess North Dakota Export Logistics GP LLC,
 its
general partner

		
	By:		  

	Name:		
	Title:		
	
	HESS MIDSTREAM PARTNERS GP LP
		
	By:		 Hess Midstream Partners GP LLC,
 its general
partner

		
	By:		  

	Name:		
	Title:		



  
 Signature page to
HESM Omnibus Agreement 







 
			
	HESS INFRASTRUCTURE PARTNERS GP LLC
		
	By:		  

	Name:		
	Title:		
	
	HESS INFRASTRUCTURE PARTNERS LP
		
	By:		 Hess Infrastructure Partners GP LLC,
 its
general partner

		
	By:		  

	Name:		
	Title:		



  
 Signature page to
HESM Omnibus Agreement 







 Schedule I 

Environmental Matters 
 Hess will be
responsible for any and all costs attributable to or arising out of that certain Notice of Violation (Case No. 13-001 APC), dated February 13, 2013, sent by the North Dakota Department of Health to Hess Corporation, including any costs
arising under the related Administrative Consent Agreement (Case No. 13-001 APC), dated December 17, 2013, among Hess Corporation, Hess Investments North Dakota Ltd., Hess Tioga Gas Plant LLC and the North Dakota Department of Health. 


  
 Schedule I - 1 







 Schedule II 

General and Administrative Services 

General and Administrative Services to be provided pursuant to Section 4.01: 

Administrative Services: 
  

	(a)	Accounting Services, including without limitation: 

  

	 	(i)	Accounting Governance 

  

	 	(ii)	Corporate Accounting 

  

	 	(iii)	Financial Accounting and Reporting 

  

	 	(iv)	Internal and External Reporting 

  

	 	(v)	Operations Accounting 

  

	 	(vi)	Performing periodic reconciliation of book inventory with actual inventory, perform periodic material balance of inputs and outputs, and quantify loss and shrinkage. 


 

	 	(vii)	Payment of damages in accordance with this Agreement occurring as a result of, or settlement of, Claims made in connection with the Public Company Group Assets and Hess’s operation, maintenance and repair
activities. 

  

	 	(viii)	Arranging for payment of any third-party fees in regard to operation of the Public Company Group Assets. 

  

	 	(ix)	Maintaining fixed asset records of the Public Company Group Assets, including, but not limited to, any other pipeline systems or terminals that Hess may agree to operate upon request of the Company. 


 

	 	(x)	Preparing and/or assisting in the preparation of capital project (AFE) documents for approval by the Company. 

  

	(b)	Corporate Aviation and Travel Services 

  

	(c)	Foreign Trade Zone Reporting and Accounting (if applicable) 

  

	(d)	Governmental Affairs 

  

	(e)	Group Accounting and Reporting 

  

	(f)	Environmental, Health and Safety Services, including without limitation: 

  

	 	(i)	Establishment of safety, health, environmental, training, emergency response, spill response and other programs in connection with the maintenance and repair of the Public Company Group Assets, in each case as may be
required by prudent industry practices or under Applicable Law. 

  

	 	(ii)	Maintaining compliance with all federal, state and local environmental, health and safety laws; in addition, conducting all environmental investigation and remediation activities, as required by federal, state and local
environmental laws and/or prudent business practices. 

  

	 	(iii)	Manage all disposal and storage of all wastes (including hazardous substances and wastewater) generated or used by the operator in accordance with the rules and regulations of any applicable Governmental Authority and
Applicable Law. 


  
 Schedule II - 1 








	(g)	Internal Audit 

  

	(h)	Legal Services 

  

	(i)	Tax Services, including: 

  

	 	(i)	Federal income tax services 

  

	 	(ii)	State and local income tax services 

  

	 	(iii)	Indirect tax services (including services with respect to ad valorem or transactional taxes) 

  

	(j)	Office Services 

  

	(k)	Records Management 

  

	(l)	Real Estate Management 

  

	(m)	Corporate Risk Services 

  

	(n)	Insurance Services, including Claims Management 

  

	(o)	Treasury and Banking Services 

  

	(p)	Corporate Communications and Investor Relations 

  

	(q)	Management Reporting and Analysis 

 HR Services: 

 

	(a)	Human Resources Services 

 Data Processing and IT Services: 

 

	(a)	Data Processing and Information Technology Services 

 Procurement Services: 

 

	(a)	Purchasing / Supply Chain Management 

 Management Services: 

None as of the Effective Date 

  
 Schedule II - 2 







 Schedule III 

ROFO Assets 
  

			
	 ROFO Asset
	  	 Owner

		
	Retained interest in Hess TGP Operations LP. Takota LP’s 70% economic interest and 49% voting interest in Hess TGP Operations LP.	  	Hess Infrastructure Partners LP
		
	Retained interest in Hess North Dakota Export Logistics Operations LP. Takota LP’s 50% economic interest and 49% voting interest in Hess North Dakota Export Logistics Operations LP.	  	Hess Infrastructure Partners LP
		
	Red Sky/Nesson Gathering System. A crude oil and natural gas gathering system located in Williams, Mountrail, Divide and Burke Counties in North Dakota.	  	Hess Infrastructure Partners LP
		
	Hawkeye Gathering System. A crude oil and natural gas gathering system located in McKenzie County, North Dakota.	  	Hess Infrastructure Partners LP
		
	Goliath Gathering System. A crude oil and natural gas gathering system located in Williams County, North Dakota.	  	Hess Infrastructure Partners LP
		
	Crude Oil and NGL Rail Cars. Any additional crude oil and NGL rail cars acquired by Takota LP in the future for use for the Bakken.	  	Hess Infrastructure Partners LP


  
 Schedule III - 1 







 Schedule IV 

GENERAL AND ADMINISTRATIVE SERVICES 
  

					
	 	  	Mark-Up Percentage	 
	 Administrative Services
	  	 	7.70	% 
	 HR Services
	  	 	4.21	% 
	 Data Processing and IT Services
	  	 	6.35	% 
	 Procurement Services
	  	 	3.12	% 
	 Management Services
	  	 	12.74	% 

 For the avoidance of doubt, no markup percentage shall be applied to costs related to work performed by third-party
contractors engaged directly by the General Partner or any other Public Company Group Member, even if Hess or one of its Affiliates assists in the procurement of such work on behalf of the General Partner or any other Public Company Group Member.


  
 Schedule IV - 1