am_EX10_3


		
			Exhibit 10.3
		

		
			 
		

		
			Execution Version
		

		
			 
		

		
			JOINDER AGREEMENT
		

		
			 
		

		
			JOINDER AGREEMENT, dated as of October 4, 2016, made by Antero Midstream Partners LP (the “Borrower”), Antero Midstream Finance Corporation, a Delaware corporation, (the “Additional Grantor”), in favor of Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Secured Parties as defined in the Credit Agreement referred to below.  All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
		

		
			 
		

		
			W I T N E S S E T H:
		

		
			 
		

		
			WHEREAS, the Borrower, the financial institutions from time to time party thereto (the “Lenders”), and the Administrative Agent, have entered into a Credit Agreement, dated as of November 10, 2014 (as amended by that certain First Amendment and Joinder Agreement dated as of the date hereof and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);
		

		
			 
		

		
			WHEREAS, in connection with the Credit Agreement, the Borrower and certain of the Borrower’s Subsidiaries have entered into the Guaranty and Collateral Agreement, dated as of November 10, 2014 (as amended, supplemented or otherwise modified from time to time, the “Guaranty and Collateral Agreement”) in favor of the Administrative Agent for the benefit of the Secured Parties;
		

		
			 
		

		
			WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guaranty and Collateral Agreement; and
		

		
			 
		

		
			WHEREAS, the Additional Grantor has agreed to execute and deliver this Joinder Agreement in order to become a party to the Guaranty and Collateral Agreement;
		

		
			 
		

		
			NOW, THEREFORE, IT IS AGREED:
		

		
			 
		

		
			1.         Guaranty and Collateral Agreement.  By executing and delivering this Joinder Agreement, the Additional Grantor, as provided in Section 10.14 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder and (c) expressly grants to the Administrative Agent, as and to the extent set forth in the Guaranty and Collateral Agreement, for the ratable benefit of the Secured Parties, a security interest in all Collateral owned by the Additional Grantor to secure all of the Obligations.  The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 9 to the Guaranty and Collateral Agreement.  Each of the Borrower and the Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article V of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Joinder Agreement) as if made on and as of such date.
		

		
			
		

		
			


		 


 



		

		
			2.         Governing Law.  THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
		

		
			 
		

		
			3.         Miscellaneous.  This Joinder Agreement is a Loan Document executed in connection with the Credit Agreement.  Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.
		

		
			 
		

		
			[Signature Page Follows] 
		

		
			 
		

		
			 
		

		
			


		 


 



		

		
			 
		

		
			IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
		

		
			 
		

			
					
						A

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ANTERO MIDSTREAM PARTNERS LP, as Borrower

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By: Antero Resources Midstream Management LLC, its General Partner

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Alvyn A. Schopp

				
	
					
						 

					
					
						Name:

					
					
						Alvyn A. Schopp

				
	
					
						 

					
					
						Title:

					
					
						Chief Administrative Officer, Regional Senior Vice President and Treasurer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ANTERO MIDSTREAM FINANCE CORPORATION, as Additional Grantor

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Alvyn A. Schopp

				
	
					
						 

					
					
						Name:

					
					
						Alvyn A. Schopp

				
	
					
						 

					
					
						Title:

					
					
						Chief Administrative Officer, Regional Senior Vice President and Treasurer

				



		
			 
		

		
			
		

		
			


		 


		

			[Signature Page to Joinder Agreement – Antero Midstream Finance]

		





 



		

		
			Annex 1-A
		

		
			 
		

		
			The following information is to be added to Schedules 1 through 9 to the Guaranty and Collateral Agreement as indicated below: 
		

		
			 
		

		
			Schedule 1: Notice Addresses
		

		
			 
		

			
					
						Grantor

					
					
						Address

				
	
					
						Antero Midstream Finance Corporation

					
					
						1615 Wynkoop Street, Denver, Colorado 80202

				



		
			 
		

		
			Schedule 2: Description of Pledged Securities
		

		
			 
		

			
					
						Issuer

					
					
						Holder

					
					
						Percent of

					
						Ownership

					
					
						Certificate No.

					
					
						Number of

					
						Shares

				
	
					
						Antero Midstream Finance Corporation

					
					
						Antero Midstream Partners LP

					
					
						100%

					
					
						1

					
					
						1,000

				



		
			 
		

		
			Schedule 3: Filings and Other Required Actions to Perfect Security Interest
		

		
			 
		

			
					
						Grantor

					
					
						State ID#

					
					
						Jurisdiction of

					
						Organization

					
					
						Filing Type

					
					
						Filing

					
						Jurisdiction

				
	
					
						Antero Midstream Finance Corporation

					
					
						6133845

					
					
						Delaware

					
					
						UCC-1

					
					
						Delaware

				



		
			 
		

		
			Schedule 4: Legal Name, Location of Jurisdiction or Organization, Organizational Identification Number, Taxpayer Identification Number and Chief Executive Office 
		

		
			 
		

			
					
						Grantor

					
					
						State ID#

					
					
						Taxpayer ID#

					
					
						Jurisdiction of

					
						Organization

					
					
						Location of

					
						Chief

					
						Executive

					
						Office

				
	
					
						Antero Midstream Finance Corporation

					
					
						6133845

					
					
						81-3742749

					
					
						Delaware

					
					
						1615 Wynkoop
Street, Denver,
Colorado 80202

				



		
			 
		

		
			
		

		
			


		 


 



		

		
			Schedule 5: Prior Names and Prior Chief Executive Offices
		

		
			 
		

		
			No additions. 
		

		
			 
		

		
			Schedule 6: Patents, Patent Applications and Patent Licenses
		

		
			 
		

		
			No additions. 
		

		
			 
		

		
			Schedule 7: Trademarks, Trademark Applications and Trademark Licenses
		

		
			 
		

		
			No additions. 
		

		
			 
		

		
			Schedule 8: Copyrights and Copyright Licenses
		

		
			 
		

		
			No additions. 
		

		
			 
		

		
			Schedule 9: Deposit Accounts and Security Accounts. 
		

		
			 
		

			
					
						Grantor

					
					
						Type of Account

					
					
						Account

					
						Number

					
					
						Name &

					
						Address of

					
						Financial

					
						Institutions

					
					
						Excluded

					
						Bank

					
						Account? 

				
	
					
						Antero Midstream Finance Corporation

					
					
						No accounts currently set up.

					
					
						N/A

					
					
						N/A

					
					
						N/A