Purchase Agreement, dated as of September 15, 2021 among CNX Midstream Partners LP, the subsidiary guarantors party thereto and Wells Fargo Securities, LLC

EX-10.1 2 d229901dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Execution Version

PURCHASE AGREEMENT

September 15, 2021

Wells Fargo Securities, LLC

As Representative of the Initial Purchasers

c/o Wells Fargo Securities, LLC

550 South Tryon Street

Charlotte, NC 28202

Ladies and Gentlemen:

Introductory. CNX Midstream Partners LP, a Delaware limited partnership (the “Issuer”), proposes to issue and sell to the several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $400,000,000 aggregate principal amount of the Issuer’s 4.750% Senior Notes due 2030 (the “Notes”). Wells Fargo Securities, LLC has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes.

The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Issuer, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Issuer, the Trustee and DTC.

The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Issuer formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”

This Purchase Agreement (this “Agreement”), the DTC Agreement, the Securities and the Indenture are collectively referred to herein as the “Transaction Documents.”

The Issuer understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through

the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)).

The Issuer has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 15, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex II (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuer will prepare and deliver to each Initial Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”).

CNX Midstream GP LLC, a Delaware limited liability company and the sole general partner of the Issuer, is referred to herein as the “General Partner.” CNX Midstream Operating Company LLC, a Delaware limited liability company (the “Operating Company”), and CNX Midstream DevCo I LP, a Delaware limited partnership (“Anchor Subsidiary”), are sometimes collectively referred to herein as the “Operating Subsidiaries.” The Operating Subsidiaries, CNX Midstream DevCo I GP LLC, a Delaware limited liability company and general partner of Anchor Subsidiary (“Anchor Subsidiary GP”), CNX Midstream SP Holdings LLC (“Holdings”) and CNX Midstream Finance Corp., a Delaware corporation, are sometimes collectively referred to herein as the “Subsidiaries.”

The Issuer and the Guarantors are herein collectively referred to as the “Obligors.” The Obligors and the General Partner are collectively referred to herein as the “Partnership Parties.” The Issuer, the General Partner and the Subsidiaries are collectively referred to herein as the “Partnership Entities.” CNX Resources Corporation, a Delaware corporation (“CNX”), is the parent of the Issuer.

Each Partnership Party hereby confirms its agreements with the Initial Purchasers as follows:

SECTION 1. Representations and Warranties. Each of the Partnership Parties, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser that, as of the date hereof and as of the Closing Date (references in this Section 1 to the “Offering Memorandum” are to (x) the Pricing Disclosure Package in the case of representations and warranties made as of the date hereof and (y) the Pricing Disclosure Package and the Final Offering Memorandum in the case of representations and warranties made as of the Closing Date):

(a) No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2(d) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

(b) No Integration of Offerings or General Solicitation. None of the Issuer, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Partnership Parties make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Issuer, its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Partnership Parties make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Issuer, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Partnership Parties make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Issuer, its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Partnership Parties make no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

(c) Eligibility for Resale under Rule 144A. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) or quoted in a U.S. automated interdealer quotation system.

(d) The Pricing Disclosure Package and Offering Memorandum. Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Issuer in writing by any Initial Purchaser through the Representative expressly for use

in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. The Pricing Disclosure Package includes, and the Final Offering Memorandum will include, all the information specified in, and meeting the requirements of, Rule 144A. The Partnership Parties have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Pricing Disclosure Package and the Final Offering Memorandum.

(e) Issuer Additional Written Communications. The Partnership Parties have not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications, in each case used in accordance with Section 3(a). Each such communication by the Partnership Parties or their respective agents and representatives pursuant to clause (iii) of the preceding sentence (each, an “Issuer Additional Written Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the Closing Date will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Issuer Additional Written Communication made in reliance upon and in conformity with information furnished to the Issuer in writing by any Initial Purchaser through the Representative expressly for use in any Issuer Additional Written Communication.

(f) The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

(g) The DTC Agreement. The DTC Agreement has been duly authorized by, and, on the Closing Date, will have been duly executed and delivered by, the Issuer, and (assuming the due authorization and valid execution and delivery thereof by DTC) will constitute a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except as the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), and (ii) an implied covenant of good faith and fair dealing (the exceptions set forth in the immediately preceding clauses (i) and (ii) being referred to herein as the “Enforceability Exceptions”).

(h) Authorization of the Notes and the Guarantees. The Notes to be purchased by the Initial Purchasers from the Issuer will on the Closing Date be in the form contemplated by the Indenture, have been duly authorized by the Issuer for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Issuer and, when authenticated in the manner provided for in the

Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. The Guarantees of the Notes on the Closing Date will be in the form contemplated by the Indenture and have been duly authorized by each Guarantor for issuance pursuant to this Agreement and the Indenture; and the Guarantees of the Notes, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been authenticated in the manner provided for in the Indenture and issued and delivered against payment of the purchase price therefor, the Guarantees of the Notes will constitute valid and binding agreements of the Guarantors, in each case, enforceable against such Guarantor in accordance with their terms, subject to the Enforceability Exceptions and will be entitled to the benefits of the Indenture.

(i) Authorization of the Indenture. The Indenture has been duly authorized by each of the Obligors and, at the Closing Date, will have been duly executed and delivered by each of the Obligors and will constitute a valid and binding agreement of each of the Obligors, enforceable against each of the Obligors in accordance with its terms, subject to the Enforceability Exceptions.

(j) Description of the Transaction Documents. The Transaction Documents will conform, in all material respects, to the respective statements relating thereto contained in the Offering Memorandum.

(k) No Material Adverse Change. Except as otherwise stated therein, since the respective dates as of which information is given in the Offering Memorandum (exclusive of any amendment or supplement thereto), (i) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Partnership Entities, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Change”), (ii) there have been no transactions entered into by the Partnership Entities, considered as one enterprise, other than those in the ordinary course of business, which are material with respect to the Partnership Entities, considered as one enterprise, and (iii) except for regular quarterly distributions on the Issuer’s common units in amounts per unit that are consistent with past practice, there has been no distribution of any kind declared, paid or made by the Issuer on its common units or any other class of partnership interests.

(l) Independent Accountants. Ernst & Young LLP, who audited the financial statements and financial statement schedules included or incorporated by reference in the Offering Memorandum of the Issuer, is an independent auditor with respect to the Issuer under Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants and its interpretations and rulings thereunder.

(m) Preparation of the Financial Statements. The financial statements of the Issuer and its consolidated subsidiaries included or incorporated by reference in the Offering Memorandum, together with the related schedules and notes, present fairly the financial position of the Issuer and its consolidated subsidiaries at the dates indicated and the statement of operations, partners’ capital and noncontrolling interests and cash flows

of the Issuer and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, to said financial statements present fairly in accordance with GAAP the information required to be stated therein. The summary financial information included in the Offering Memorandum present fairly the information shown therein and have been compiled on a basis consistent with that of the applicable audited financial statements included therein.

(n) Formation and Qualification of the Issuer. The Issuer (i) has been duly formed and is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) with full partnership power and authority to own or lease its properties and to conduct its business and to enter into and perform its obligations under the Transaction Documents as described in the Pricing Disclosure Package and Offering Memorandum and (ii) is duly registered or qualified as a foreign limited partnership for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except in the case of clause (ii) above where the failure so to register or qualify would not reasonably be expected to result in a Material Adverse Change.

(o) Formation and Qualification of the Other Partnership Entities. Each of the Partnership Entities (other than the Issuer) (i) has been duly organized or formed, as the case may be, and is validly existing in good standing as a limited partnership or limited liability company, as the case may be, under the Delaware Limited Liability Company Act (the “Delaware LLC Act”) or the Delaware LP Act, with full power and authority to own or lease its properties and to conduct its business, and in the case of the General Partner, to act as a general partner of the Issuer, and to enter into and perform its obligations under the Transaction Documents and (ii) is duly registered or qualified as a foreign limited liability company or limited partnership company for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except in the case of clause (ii) above where the failure so to register or qualify would not reasonably be expected to result in a Material Adverse Change or subject the limited partners of the Issuer to any material liability or disability.

(p) Ownership of the General Partner. As of the date hereof, CNX Gathering LLC, is the sole member of the General Partner, with a 100% membership interest in the General Partner. Such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner dated September 30, 2014, as in effect on the date hereof (the “General Partner LLC Agreement”) and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such non-assessability may be affected by Sections 18-303(b), 18-607 and 18-804 of the Delaware LLC Act).

(q) Ownership of the General Partner Interest in the Issuer. The General Partner is the sole general partner of the Issuer, has a non-economic general partner interest in the Issuer and has all necessary limited partnership power and authority to act as the general partner of the Issuer; such general partner interest has been duly authorized and validly issued in accordance with the Third Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of January 29, 2020, as in effect on the date hereof (the “Partnership Agreement”); and the General Partner owns such general partner interest free and clear of all liens, mortgages, pledges, encumbrances, security interests, restrictions, charges or claims of any kind (“Liens”), other than those created by or arising under the Delaware LP Act or the Partnership Agreement.

(r) Ownership of Common Units in the Issuer. CNX, CNX Gas Company LLC and CNX Gas Holdings, Inc. own 100% of the common units representing limited partner interests in the Issuer (the “Partnership Common Units”); such Partnership Common Units have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and CNX, CNX Gas Company LLC and CNX Gas Holdings, Inc. own the Partnership Common Units free and clear of all Liens, other than those created by or arising under the Delaware LP Act or the Partnership Agreement.

(s) Ownership of the Operating Company. The Issuer owns a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company, dated July 11, 2014, (the “Operating Company LLC Agreement”), and is fully paid (to the extent required by the Operating Company LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Issuer owns all such membership interest free and clear of all Liens, other than Liens created or arising under (a) the Operating Company LLC Agreement, (b) the Delaware LLC Act or (c) the Revolving Credit Facility, dated as of March 8, 2018, by and among the Issuer, as borrower, certain subsidiaries of the Issuer, as guarantors, and PNC Bank, National Association, as administrative agent and collateral agent, as amended (the “Revolving Credit Facility”).

(t) Ownership of Anchor Subsidiary GP. The Operating Company owns a 100% membership interest in the Anchor Subsidiary GP; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Anchor Subsidiary GP, as in effect at such time (the “Anchor Subsidiary GP LLC Agreement”), and are fully paid (to the extent required by the Anchor Subsidiary GP LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Operating Company owns all such membership interests free and clear of all Liens, other than Liens created or arising under (a) the Anchor Subsidiary GP LLC Agreement, (b) the Delaware LLC Act or (c) the Revolving Credit Facility.

(u) Ownership of Anchor Subsidiary. Anchor Subsidiary GP owns a 100% general and limited partner interest in Anchor Subsidiary; such general and limited partner interests have been duly authorized and validly issued in accordance with the limited partnership agreement of Anchor Subsidiary, as in effect at such time (the “Anchor Subsidiary LP Agreement”), and are fully paid (to the extent required by the Anchor Subsidiary LP Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and Anchor Subsidiary GP owns such general and limited partner interests free and clear of all Liens, other than Liens created or arising under (a) the Anchor Subsidiary LP Agreement, (b) the Delaware LP Act or (c) the Revolving Credit Facility.

(v) Ownership of Holdings. Anchor Subsidiary owns a 100% membership interest in Holdings, such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of Holdings, as in effect at such time (the “Holdings LLC Agreement”), and are fully paid (to the extent required by the Holdings LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and Anchor Subsidiary owns all such membership interests free and clear of all Liens, other than Liens created or arising under (a) the Holdings LLC Agreement, (b) the Delaware LLC Act or (c) the Revolving Credit Facility.

(w) No Other Subsidiaries. Other than its direct and indirect, as applicable, ownership interests in the Subsidiaries, the Issuer does not own, and on the Closing Date, will not own, directly or indirectly, an equity interest in any corporation, partnership, limited liability company, joint venture, association or other entity. Other than its non-economic general partner interest in the Issuer and its indirect ownership interests in the Subsidiaries, the General Partner does not own, and on the Closing Date, will not own, directly or indirectly, an equity interest in any corporation, partnership, limited liability company, joint venture, association or other entity.

(x) Capitalization. The Issuer’s capitalization is as set forth under the caption “Capitalization” in the Offering Memorandum.

(y) No Other Equity Investments. Other than the Subsidiaries, the Issuer does not own, and at the Closing Date will not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity. Other than its ownership of a non-economic general partner interest in the Issuer, the General Partner does not own, and at the Closing Date will not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.

(z) Partnership Agreement. The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms, subject to the Enforceability Exceptions.

(aa) Non-Contravention of Existing Instruments. None of the Partnership Entities is (i) in violation of its certificate of limited partnership, limited partnership agreement, certificate of formation, limited liability company agreement or similar organizational document, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which it or any of them may be bound or to which any of the properties or assets of any of the Partnership Entities is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change, or (iii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Partnership Entities or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Partnership Parties with their obligations hereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Partnership Entities pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or Liens that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change), nor will such action result in any violation of the provisions of the certificate of limited partnership, limited partnership agreement, certificate of formation, limited liability company agreement or similar organizational document of any of the Partnership Entities or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Entities.

(bb) No Further Authorizations or Approvals Required. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Partnership Parties of their obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the Offering Memorandum, except such as have been already obtained or as may be required under state securities or “blue sky” laws.

(cc) No Material Actions or Proceedings. Except as disclosed in the Offering Memorandum, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the Partnership Parties, threatened, against or affecting any Partnership Entity, which would reasonably be expected to result in a Material Adverse Change, or which would reasonably be expected to materially and adversely affect their respective properties or assets or the consummation

of the transactions contemplated by this Agreement or the Offering Memorandum or the performance by the Partnership Parties of their obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which any Partnership Entity is a party or of which any of their respective properties or assets is the subject which are not described in the Offering Memorandum, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Change.

(dd) Intellectual Property Rights. Except as disclosed in the Offering Memorandum: (i) the Partnership Entities own, possess or have (or can acquire on reasonable terms), adequate proprietary, industrial, and intellectual property rights (under any jurisdiction or rights under international treaties, including statutory and common law rights), including: patents and applications for the same (including extensions, divisions, continuations, continuations-in-part, reexaminations, and reissues of the foregoing); patent rights; utility models (whether or not filed) licenses; inventions; copyrights and other rights in works of authorship (and registrations and applications for registration of the same); knowhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures); trademarks, service marks, trade names, slogans, domain names, uniform resource locators, and all contractual rights to the foregoing, logos and trade dress (including all goodwill associated with any of the foregoing); right to bring any cause of action related to past, present, or future infringement, misappropriation, or violation of the foregoing or other proprietary and other rights relating to all of the foregoing (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, except where the failure to so own, possess or license or have other rights to use or acquire would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change; (ii) to the knowledge of the Partnership Parties, neither the Partnership Entities nor the conduct of the business of the Partnership Entities has infringed, misappropriated or violated any Intellectual Property of any person, and no person is infringing, misappropriating, or otherwise violating any Intellectual Property owned by the Partnership Entities; (iii) none of the Partnership Entities have received any notice or is otherwise aware of any infringement, misappropriation or other violation of asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property of the Partnership Entities invalid or inadequate to protect the interest of the Partnership Entities therein, and which infringement, misappropriation or other violation, or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Change; (iv) the Partnership Entities have taken reasonable measures to protect the confidentiality of their trade secrets and confidential information used in the business of the Partnership Entities; and (v) in the past four years, there has been no failure, material substandard performance, or breach of any computer systems of the Partnership Entities or, to the knowledge of the Partnership Parties, their respective contractors that has caused any material disruption to the business of the Partnership Entities, and the Partnership Entities have not provided or been required to provide any notice to any person regarding any unauthorized use or disclosure of any personal information collected or controlled by the Partnership Entities.

(ee) All Necessary Permits, etc. The Partnership Entities possess such permits, licenses, approvals, consents and other authorizations issued by the appropriate Governmental Entities (collectively, “Governmental Licenses”) necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Partnership Entities are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. None of the Partnership Entities have received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change.

(ff) Title to Properties. The Partnership Entities have good and valid title in fee simple to, valid easements and rights of way in and to, or valid rights to lease or otherwise use, all items of real and personal property that are material to the business of the Partnership Entities, considered as one enterprise, in each case, free and clear of all Liens except such as (i) are described in the Offering Memorandum or (ii) would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the easements, rights of way, leases and subleases material to the business of the Partnership Entities, considered as one enterprise, and under which the Partnership Entities holds properties described in the Offering Memorandum, are in full force and effect, other than such failures to be in full force and effect that would not reasonably be expected to result in a Material Adverse Change, and, except as disclosed in the Offering Memorandum, no Partnership Entity has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Partnership Entity under any of the easements, rights of way, leases or subleases mentioned above, or affecting or questioning the rights of the Partnership Entity to the continued possession and/or use of the lands subject to such easements and rights of way pursuant to the terms thereof and/or the leased or subleased premises under any such lease or sublease that would reasonably be expected to result in a Material Adverse Change.

(gg) Tax Law Compliance. All United States federal income tax returns of the Partnership Entities required by law to be filed have been filed and all taxes which are due and payable with respect to such returns have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The Partnership Entities have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Change, and have paid all taxes due with respect to such returns or pursuant to any assessment received by the Partnership Entities, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established or where the failure to pay such taxes would not reasonably be expected to result in a Material Adverse Change. The charges, accruals and reserves on the books of the Partnership Entities in respect of any income tax liability for any years not finally determined are adequate to meet any assessments or reassessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Change.

(hh) Investment Company Act. None of the Partnership Entities are required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Offering Memorandum will be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(ii) Insurance. The Partnership Entities carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect. No Partnership Entity has reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct their business as now conducted and at a cost that would not result in a Material Adverse Change. None of the Partnership Entities has been denied any insurance coverage which it has sought or for which it has applied.

(jj) No Price Stabilization or Manipulation. The Partnership Parties have not, nor to the knowledge of the Partnership Parties, has any affiliate of the Partnership Parties taken, nor will the Partnership Parties or any of their respective affiliates take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Issuer to facilitate the sale or resale of the Securities.

(kk) No Prohibition on Dividends. No subsidiary of any Obligor is currently prohibited, directly or indirectly, from paying any dividends to the Obligors, from making any other distribution on such subsidiary’s equity interests, from repaying to the Obligors any loans or advances to such subsidiary from the Obligors or from transferring any of such subsidiary’s property or assets to the Obligors or any other subsidiary of the Obligors, except as described in or contemplated in the Offering Memorandum.

(ll) Solvency. The Partnership Entities, considered as one enterprise, are, and immediately after the Closing Date will be, Solvent. As used herein, the term “Solvent” means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person is greater than the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person on its debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does not have unreasonably small capital.

(mm) Internal Controls and Absence of Accounting Issues. Each of the Partnership Entities maintains a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Offering Memorandum, since the end of the Issuer’s most recent audited fiscal year, there has been (A) no material weakness in the Partnership Entities’ internal control over financial reporting (whether or not remediated) and (B) no change in the Partnership Entities’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Partnership Entities’ internal control over financial reporting.

(nn) Regulations T, U or X. None of the Partnership Entities or any agent thereof acting on their behalf has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

(oo) Compliance with and Liability Under Environmental Laws. Except as disclosed in the Offering Memorandum or as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change, (i) none of the Partnership Entities are in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or natural resources such as flora, fauna and wetlands, including, without limitation, laws and regulations relating to the Release or threatened Release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, natural gas, natural gas liquids, radioactive materials, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”),(ii) the Partnership Entities have all permits, authorizations and approvals, and have made all filings and provided all financial assurances and notices, required under any applicable Environmental Laws and are each in compliance with their requirements,(iii) there are no pending or, to the knowledge of the Partnership Parties, threatened actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, or potential responsibility, investigation or proceedings relating to any Environmental Law against the Partnership Entities and (iv) there are no events, conditions or circumstances that would reasonably be expected to form the basis of a requirement for cleanup or remediation, or an action, suit, claim or proceeding by any private party or Governmental Entity, against or affecting the Partnership Entities relating to Hazardous Materials or any Environmental Laws. The term “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the environment, or into, from or through any structure or facility.

(pp) ERISA Compliance. Except as would not reasonably be expected to result in a Material Adverse Change (i) the Partnership Entities and any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by any of the Partnership Entities or their ERISA Affiliates (as defined below) are in compliance with ERISA and, to the knowledge of the Partnership Parties, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which any of the Partnership Entities or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance with ERISA, (ii) no “reportable event” (as defined in Section 4043(c) of ERISA, except that reportable event shall not include reportable events for which notice or reporting requirements have been waived) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by any of the Partnership Entities or any of their ERISA Affiliates, (iii) no “single-employer plan” (as defined in Section 4001 of ERISA) established or maintained by any of the Partnership Entities or any of their ERISA Affiliates, is currently contemplated to be terminated, (iv) none of the Partnership Entities nor any of their ERISA Affiliates have incurred or reasonably expect to incur any liability under (A) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (B) Sections 412, 4971, 4975 or 4980B of the Code (as defined below) and (v) each “employee benefit plan” established or maintained by any of the Partnership Entities or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code has timely applied for or received a determination letter from the Internal Revenue Service and, to the knowledge of the Partnership Parties, nothing has occurred, whether by action or failure to act, which is likely to cause the loss of such qualification. “ERISA Affiliate” means, with respect to any of the Partnership Entities, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which any of the Partnership Entities is a member.

(qq) Absence of Labor Dispute. No labor dispute with the employees of any of the Partnership Entities exists or, to the knowledge of the Partnership Parties, is imminent, and the Partnership Parties are not aware of any existing or imminent labor disturbance by the employees of any of their or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would reasonably be expected to result in a Material Adverse Change.

(rr) No Unlawful Payments. None of the Partnership Entities, or any director, officer or employee of any of the Partnership Entities, and, to the knowledge of the Partnership Parties, no agents, affiliates or other persons associated with or acting on behalf of the Partnership Entities have (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense, including but not limited to, political activity, unlawful procurement or bribery; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to anyone, including any foreign or domestic government official or employee, of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political

party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or of any person in violation of any other applicable anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Partnership Entities have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws.

(ss) Compliance with Money Laundering Laws. The operations of the Partnership Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Partnership Entities conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any Governmental Entity or any arbitrator involving the Partnership Entities with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Partnership Parties, threatened.

(tt) No Conflicts with Sanctions Laws. None of the Partnership Entities, or any of their directors, officers or employees, and, to the knowledge of the Partnership Parties, no agents, affiliates or other persons associated with or acting on behalf of the Partnership Entities are currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), and the Partnership Entities are not located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Crimea and Syria (each, a “Sanctioned Country”); and the Issuer will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other

manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Partnership Entities have not knowingly engaged in, are not now knowingly engaged in and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(uu) Regulation S. The Partnership Parties, their respective Affiliates and any person acting on their behalf (other than the Initial Purchasers, as to whom the Partnership Parties make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will include the disclosure required by Rule 902 under the Securities Act.

(vv) Statistical and Market-Related Data. Any statistical and market-related data included or incorporated by reference in the Offering Memorandum is based on or derived from sources that the Partnership Parties believe, after reasonable inquiry, to be reliable and accurate and, to the extent required, the Partnership Parties have obtained the written consent to the use of such data from such sources.

(ww) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included or incorporated by reference in the Pricing Disclosure Package or the Final Offering Memorandum has been made without a reasonable basis or has been disclosed other than in good faith.

Any certificate signed by an officer of any Partnership Party and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by such Partnership Party to each Initial Purchaser as to the matters set forth therein.

SECTION 2. Purchase, Sale and Delivery of the Notes.

(a) The Notes. The Issuer hereby agrees to issue and sell to the several Initial Purchasers all of the Notes, and the Initial Purchasers agree, severally and not jointly, to purchase from the Issuer the aggregate principal amount of Notes set forth opposite their names on Schedule A hereto, at a purchase price of 98.7625% of the principal amount of the Notes, payable on the Closing Date on the basis of the representations, warranties and agreements herein contained, and upon the terms, subject to the conditions thereto, herein set forth.

(b) The Closing Date. Delivery of certificates for the Notes in form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Latham & Watkins LLP (or such other place as may be agreed to by the Issuer and the Representative) at 9:00 a.m. New York City time, on September 22, 2021, or such other time and date as the Representative shall designate by notice to the Issuer (the time and date of such closing are called the “Closing Date”).

(c) Delivery of the Notes. The Issuer shall deliver, or cause to be delivered, to the Representative for the accounts of the several Initial Purchasers the Notes at the Closing Date through the facilities of DTC, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The global certificates for the Notes shall be in such denominations as the Representative may designate and registered in the name of Cede & Co., as nominee of DTC, pursuant to the DTC Agreement. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.

(d) Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Issuer that:

(i) it will offer and sell the Notes only to (A) persons who it reasonably believes are “qualified institutional buyers” within the meaning of Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the requirements of Rule 144A or (B) upon the terms and conditions set forth in Annex I to this Agreement;

(ii) it is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act; and

(iii) it will not offer or sell Notes by, any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act.

SECTION 3. Additional Covenants. Each of the Partnership Parties further, jointly and severally, covenants and agrees with each Initial Purchaser as follows:

(a) Preparation of Final Offering Memorandum; Initial Purchasers’ Review of Proposed Amendments and Supplements and Issuer Additional Written Communications. As promptly as practicable following the Time of Sale and in any event not later than the second business day following the date hereof, the Issuer will prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall consist of the Preliminary Offering Memorandum as modified only by the information included in the Pricing Supplement. The Issuer will not amend or supplement the Preliminary Offering Memorandum or the Pricing Supplement. The Issuer will not amend or supplement the Final Offering Memorandum prior to the Closing Date unless the Representative shall previously have been furnished a copy of the proposed amendment or supplement at least two business days prior to the proposed use or filing, and shall not have objected to such amendment or supplement. Before making, preparing, using, authorizing, approving or distributing any Issuer Additional Written Communication, the Partnership Parties will furnish to the Representative a copy of such written communication for review and will not make, prepare, use, authorize, approve or distribute any such written communication to which the Representative reasonably objects.

(b) Amendments and Supplements to the Final Offering Memorandum and Other Securities Act Matters. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package to comply with any applicable law, the Partnership Parties will immediately notify the Initial Purchasers thereof and forthwith prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments or supplements to any of the Pricing Disclosure Package as may be necessary so that the statements in any of the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that any of the Pricing Disclosure Package will comply with all applicable law. If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent Purchaser, not misleading, or if in the judgment of the Representative or counsel for the Representative it is otherwise necessary to amend or supplement the Final Offering Memorandum to comply with any applicable law, the Partnership Parties agree to promptly prepare (subject to Section 3(a) hereof) and furnish at their own expense to the Initial Purchasers, amendments or supplements to the Final Offering Memorandum so that the statements in the Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances at the Closing Date and at the time of sale of the Securities, be misleading or so that the Final Offering Memorandum, as amended or supplemented, will comply with all applicable law.

The Obligors hereby expressly acknowledge that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to the Preliminary Offering Memorandum, the Pricing Supplement, the Pricing Disclosure Package, the Final Offering Memorandum and any Issuer Additional Written Communication and any such amendments or supplements thereto referred to in this Section 3.

(c) Copies of the Offering Memorandum. The Issuer agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.

(d) Blue Sky Compliance. Each of the Partnership Parties shall cooperate with the Representative and counsel for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or any other jurisdictions designated by the Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. None of the Partnership Parties shall be required to qualify as a foreign corporation or other form of entity or to take any action that

would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Issuer will advise the Representative promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Partnership Parties shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(e) Use of Proceeds. The Issuer shall apply the net proceeds from the sale of the Notes sold by it in the manner described under the caption “Use of Proceeds” in the Pricing Disclosure Package.

(f) DTC. The Issuer will cooperate with the Initial Purchasers and use its best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of DTC.

(g) Additional Issuer Information. At any time when the Issuer is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to time of the Securities, the Issuer shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities information (“Additional Issuer Information”) satisfying the requirements of Rule 144A(d).

(h) Agreement Not To Offer or Sell Additional Securities. During the period of 60 days following the date hereof, the Issuer will not, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), directly or indirectly, issue, sell, offer to contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Issuer or securities exchangeable for or convertible into debt securities of the Issuer (other than as contemplated by this Agreement).

(i) Future Reports to the Initial Purchasers. At any time when Securities remain outstanding, the Issuer will furnish to the Representative and, upon request, to each of the other Initial Purchasers, copies of all reports and other communications (financial or otherwise) furnished by the Issuer to the Trustee or to the holders of the Securities.

(j) No Integration. The Issuer agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Issuer or any such Affiliate of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Issuer to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise.

(k) No General Solicitation or Directed Selling Efforts. The Issuer agrees that it will not and will not permit any of its Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) to (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within the meaning of Regulation S, and the Issuer will and will cause all such persons to comply with the offering restrictions requirement of Regulation S with respect to the Securities.

(l) No Restricted Resales. The Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to resell any of the Notes that have been reacquired by any of them.

(m) Legended Securities. Each certificate for a Security will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.

The Representative, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Partnership Parties of any one or more of the foregoing covenants or extend the time for their performance.

SECTION 4. Payment of Expenses. Each of the Partnership Parties agree, jointly and severally, to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iii) all fees and expenses of the Partnership Parties’ counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Pricing Disclosure Package and the Final Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, and the Transaction Documents, (v) all filing fees, attorneys’ fees and expenses incurred by the Partnership Parties or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or other jurisdictions designated by the Initial Purchasers (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the Pricing Disclosure Package or the Final Offering Memorandum), (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) any fees payable in connection with the rating of the Securities with the ratings agencies, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”), if

any, of the terms of the sale of the Securities, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Partnership Parties in connection with approval of the Securities by DTC for “book-entry” transfer, and the performance by the Partnership Parties of their respective other obligations under this Agreement and (x) all expenses incident to the “road show” for the offering of the Securities, including travel expenses; provided, however, that Initial Purchasers will pay 50% of the cost of any chartered airplane. Except as provided in this Section 4 and Sections 6, 8, 9 and 10 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel.

SECTION 5. Conditions of the Obligations of the Initial Purchasers. The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Partnership Parties set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Partnership Parties of their covenants and other obligations hereunder, and to each of the following additional conditions:

(a) Accountants’ Comfort Letter. At the time of the execution of this Agreement, the Initial Purchasers shall have received from Ernst & Young LLP, the independent auditor for the Issuer, a “comfort letter” dated the date hereof addressed to the Initial Purchasers, in form and substance satisfactory to the Representative, covering the financial information in the Pricing Disclosure Package and other customary matters. In addition, on the Closing Date, the Initial Purchaser shall have received from such accountants a “bring-down comfort letter” dated the Closing Date addressed to the Initial Purchasers, in form and substance satisfactory to the Representative, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the financial information in the Final Offering Memorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 3 days prior to the Closing Date.

(b) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date:

(i) in the judgment of the Representative there shall not have occurred any Material Adverse Change; and

(ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Partnership Entities or any of their securities or indebtedness by any “nationally recognized statistical rating organization” as such term is defined under Section 3(a)(62) under the Exchange Act.

(c) Opinion of Counsel for the Issuer. On the Closing Date the Initial Purchasers shall have received the favorable opinions, each dated the Closing Date and addressed to the Initial Purchasers and reasonably satisfactory to the Representative, of Latham & Watkins LLP, special counsel for the Issuer, substantially in the form of Exhibit A-1, A-2 and A-3

(d) Opinion of Counsel for the Initial Purchasers. On the Closing Date the Initial Purchasers shall have received the favorable opinion of Vinson & Elkins L.L.P., counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

(e) Officers’ Certificate. On the Closing Date the Initial Purchasers shall have received a written certificate executed by the Chief Financial Officer and an Executive Vice President of the General Partner on behalf of each of the Partnership Parties, dated as of the Closing Date, to the effect set forth in Section 5(b)(ii) hereof, and further to the effect that:

(i) for the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change;

(ii) the representations, warranties and covenants of the Partnership Parties set forth in Section 1 hereof were true and correct as of the date hereof and are true and correct as of the Closing Date with the same force and effect as though expressly made on and as of the Closing Date; and

(iii) the Partnership Parties have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date.

(f) Chief Financial Officer’s Certificate. At the time of the execution of this Agreement, the Initial Purchasers shall have received from the Chief Financial Officer of the General Partner a certificate, in form and substance reasonably satisfactory to the Initial Purchasers (the “Initial CFO Certificate”), containing statements with respect to certain financial and operational information included or incorporated by reference in the Pricing Disclosure Package and other customary matters. In addition, on the Closing Date, the Initial Purchasers shall have received from the Chief Financial Officer of the General Partner a certificate, in form and substance reasonably satisfactory to the Initial Purchasers, (i) stating, as of the Closing Date, the conclusions and findings of the Chief Financial Officer with respect to the financial and operational information and other matters covered by the initial CFO Certificate and (ii) confirming in all material respects the conclusions and findings set forth in the Initial CFO Certificate.

(g) Indenture. The Obligors shall have executed and delivered the Indenture, in form and substance reasonably satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received executed copies thereof.

(h) Additional Documents. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Issuer at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination.

SECTION 6. Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representative pursuant to Section 5 or 10 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Partnership Parties to perform any agreement herein or to comply with any provision hereof, the Partnership Parties, jointly and severally, agree to reimburse the Initial Purchasers, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

SECTION 7. Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Partnership Parties, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities:

(a) Offers and sales of the Securities will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to persons whom the offeror or seller reasonably believes to be Qualified Institutional Buyers or non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof.

(b) No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) will be used in the United States in connection with the offering of the Securities.

(c) Upon original issuance by the Issuer and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the form set forth under “Transfer Restrictions” in the Preliminary Offering Memorandum.

Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the Issuer for any losses, damages or liabilities suffered or incurred by the Issuer, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security.

SECTION 8. Indemnification.

(a) Indemnification of the Initial Purchasers. Each of the Partnership Parties, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its affiliates, directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuer and the General Partner), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based: (i) upon any untrue statement or alleged untrue statement of a material fact included in the Preliminary Offering Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (ii) in whole or in part upon any inaccuracy in the representations and warranties of the Partnership Parties contained herein; or (iii) in whole or in part upon any failure of the Partnership Parties to perform their obligations hereunder or under law; or (iv) any act or failure to act or any alleged act or failure to act by any Initial Purchaser in connection with, or relating in any manner to, the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) above, provided that the Partnership Parties shall not be liable under this clause (iv) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct; and to reimburse each Initial Purchaser and each such affiliate, director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representative) as such expenses are reasonably incurred by such Initial Purchaser or such affiliate, director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to an Initial Purchaser, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Issuer by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Partnership Parties may otherwise have.

(b) Indemnification of the Partnership Parties. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Partnership Parties, each of their respective directors and each person, if any, who controls the Partnership Parties within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Partnership Parties or any such director or controlling person may become subject, under the Securities Act, the Exchange

Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact included in the Preliminary Offering Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Issuer by such Initial Purchaser through the Representative expressly for use therein; and to reimburse the Partnership Parties and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Partnership Parties or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Partnership Parties hereby acknowledges that the only information that the Initial Purchasers through the Representative have furnished to the Issuer expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Issuer Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the fourth paragraph, the third and fourth sentence of the sixth paragraph and the eighth and ninth paragraphs under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; provided that the failure to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 8 except to the extent that it has been materially prejudiced by such failure (through the forfeiture of substantive rights and defenses) and shall not relieve the indemnifying party from any liability that the indemnifying party may have to an indemnified party other than under this Section 8. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have

reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof (other than the reasonable costs of investigation) unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel (in each jurisdiction)), which shall be selected by the Representative (in the case of counsel representing the Initial Purchasers or their related persons), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

(d) Settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified party.

SECTION 9. Contribution. If the indemnification provided for in Section 8 hereof is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Partnership Parties, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Partnership Parties, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Partnership Parties, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Issuer, and the total discount received by the Initial Purchasers bear to the aggregate initial offering price of the Securities. The relative fault of the Partnership Parties, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Partnership Parties, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or inaccuracy.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8 hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 8 hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 hereof for purposes of indemnification.

The Partnership Parties and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.

Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the discount received by such Initial Purchaser in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A hereto. For purposes of this Section 9, each affiliate, director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each director of the Partnership Parties, and each person, if any, who controls the Partnership Parties with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Partnership Parties.

SECTION 10. Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representative by notice given to the Issuer if at any time: (i) trading in securities generally on either the NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York or state of the Issuer’s formation or incorporation authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative, there shall have occurred any Material Adverse Change; or (v) the Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Partnership Entities considered as one enterprise regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (A) the Partnership Parties to any Initial Purchaser, except that the Partnership Parties shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (B) any Initial Purchaser to the Partnership Parties or (C) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

SECTION 11. Representations and Indemnities to Survive Delivery. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Partnership Parties, their respective officers and the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser, the Partnership Parties or any of their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.

SECTION 12. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled and confirmed to the parties hereto as follows:

If to the Initial Purchasers:

Wells Fargo Securities, LLC

550 South Tryon Street

Charlotte, NC 28202

Facsimile: (704) 410-0326

Attention: High Yield Syndicate

with a copy to:

Vinson & Elkins L.L.P.

1001 Fannin St., Suite 2500

Houston, Texas 77002

Facsimile: (713) 758-3613

Attention: Douglas E. McWilliams

If to the Obligors:

CNX Midstream Partners LP

CNX Center

1000 CONSOL Energy Drive

Canonsburg, PA ###-###-####

Facsimile: (724) 485-4837

Attention: General Counsel

with a copy to:

Latham & Watkins, LLP

811 Main Street, Suite 3700

Houston, Texas 77002

Facsimile: (713) 546-5401

Attention: David J. Miller

Any party hereto may change the address or facsimile number for receipt of communications by giving written notice to the others.

SECTION 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the indemnified parties referred to in Sections 8 and 9 hereof, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any Subsequent Purchaser or other purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase.

SECTION 14. Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by the Representative on behalf of the Initial Purchasers, and any such action taken by the Representative shall be binding upon the Initial Purchasers.

SECTION 15. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 16. Governing Law Provisions. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

SECTION 17. Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding as to which such jurisdiction is nonexclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. Each party not located in the United States irrevocably appoints CT Corporation System as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court. THE PARTNERSHIP ENTITIES HEREBY AGREE ON THEIR OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF THEIR SECURITY HOLDERS, TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, THE OFFERING).

SECTION 18. Default of One or More of the Several Initial Purchasers. If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of the Securities set forth opposite their respective names on Schedule A hereto bears to the aggregate number of the Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on the Closing Date. If any one or more of the Initial Purchasers shall fail or refuse to purchase the Securities and the aggregate number of the Securities with respect to which such default occurs exceeds 10% of the aggregate number of the Securities to be purchased on the Closing Date, and arrangements satisfactory to the Initial

Purchasers and the Issuer for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Initial Purchasers or the Issuer shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Final Offering Memorandum or any other documents or arrangements may be effected.

As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 18. Any action taken under this Section 18 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

SECTION 19. No Advisory or Fiduciary Responsibility. Each of the Partnership Parties acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Partnership Parties, on the one hand, and the several Initial Purchasers, on the other hand, and the Partnership Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, each Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Partnership Parties or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Partnership Parties with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising the Partnership Parties on other matters) or any other obligation to the Partnership Parties except the obligations expressly set forth in this Agreement; (iv) the several Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Partnership Parties, and the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Partnership Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Partnership Parties and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Partnership Parties hereby waive and release, to the fullest extent permitted by law, any claims that the Partnership Parties may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

SECTION 20. Recognition of the U.S. Special Resolution Regime.

(a) In the event that any Initial Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For the purposes of this Section 20: (i) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (ii) “Covered Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (iii) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 21. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

[Signature Pages Follow]

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Issuer the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.


Very truly yours,

CNX Midstream GP LLC

By:		/s/ Donald W. Rush
Name:		Donald W. Rush
Title:		Chief Financial Officer

CNX Midstream Partners LP

By:		CNX Midstream GP LLC, its general partner

By:		/s/ Donald W. Rush
Name:		Donald W. Rush
Title:		Chief Financial Officer

The Guarantors identified on Schedule I hereto, as Guarantors

By:		/s/ Matthew R. Polinsky
		Name: Matthew R. Polinsky
		as Authorized Signatory for each of the
		Guarantors listed on Schedule I hereto

[Signature Page to CNX Midstream Partners LP – Purchase Agreement]

The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

Wells Fargo Securities, LLC

Acting on behalf of itself

and as Representative of

the several Initial Purchasers


By:	Wells Fargo Securities, LLC

	By:	/s/ Jack Goins
		Name: Jack Goins
		Title: Vice President

[Signature Page to CNX Midstream Partners LP – Purchase Agreement]

Schedule I

Guarantors

CNX Midstream Operating Company LLC

CNX Midstream DevCo I LP

CNX Midstream DevCo I GP LLC

CNX Midstream SP Holdings LLC

Schedule I-1

SCHEDULE A


Initial Purchasers	Aggregate Principal Amount of Notes to be Purchased
Wells Fargo Securities, LLC	$	81,046,000
BofA Securities, Inc.		40,642,000
TD Securities (USA) LLC		40,642,000
Citigroup Global Markets Inc.		28,520,000
J.P. Morgan Securities LLC		28,520,000
MUFG Securities Americas Inc.		28,520,000
PNC Capital Markets LLC		28,520,000
Truist Securities, Inc.		28,520,000
Capital One Securities, Inc.		17,410,000
CIBC World Markets Corp.		17,410,000
Credit Suisse Securities (USA) LLC		17,410,000
U.S. Bancorp Investments, Inc.		17,410,000
Barclays Capital Inc.		6,298,000
KeyBanc Capital Markets Inc.		6,298,000
Citizens Capital Markets, Inc.		4,278,000
Morgan Stanley & Co. LLC		4,278,000
WauBank Securities LLC		4,278,000

Total	$	400,000,000

Schedule A-1

EXHIBIT A-1

Opinion of special counsel for the Issuer to be delivered pursuant to Section 5 of the Purchase Agreement.

1. The Issuer is a limited partnership under the Delaware LP Act with limited partnership power and authority to own or lease its properties and to conduct its business as described in the Pricing Disclosure Package and the Offering Memorandum and to execute and deliver, and incur and perform all of its obligations under, the Transaction Documents¹ to which it is a party. With your consent, based solely on certificates from public officials, we confirm that the Issuer is validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in the states set forth opposite its name on Exhibit B hereto.

2. The General Partner is a limited liability company under the Delaware LLC Act with limited liability company power and authority to own or lease its properties, conduct its business and act as the general partner of the Issuer as described in the Pricing Disclosure Package and the Offering Memorandum and to execute and deliver, and incur and perform all of its obligations under, the Transaction Documents to which it is a party. With your consent, based solely on certificates from public officials, we confirm that the General Partner is validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in the states set forth opposite its name on Exhibit B hereto.

3. The LP Guarantor² is a limited partnership under the Delaware LP Act with limited partnership power and authority to own its properties and to conduct its business as described in the Pricing Disclosure Package and the Offering Memorandum. With your consent, based solely on certificates from public officials, we confirm that the LP Guarantor is validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in the states set forth opposite its name on Exhibit B hereto.

4. Each of the LLC Guarantors³ is a limited liability company under the Delaware LLC Act with limited liability company power and authority to own its properties and conduct its business as described in the Pricing Disclosure Package and the Offering Memorandum. With your consent, based solely on certificates from public officials, we confirm that each of the LLC Guarantors is validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in the states set forth opposite its name on Exhibit B hereto.

5. The execution, delivery and performance of the Purchase Agreement by each of the Partnership Parties have been duly authorized by all necessary limited liability company or limited partnership action, as applicable, of each of the Partnership Parties, and the Purchase Agreement has been duly executed and delivered by each of the Partnership Parties.

¹	“*Transaction Documents*” shall be defined to mean the Purchase Agreement, the Indenture and the Notes.

²	“*LP Guarantor*” shall be defined to mean any guarantor that is a limited partnership.

³	“*LLC Guarantor*” shall be defined to mean any guarantor that is a limited liability company.

Exhibit A-1-1

6. The execution, delivery and performance of the Indenture has been duly authorized by all necessary limited partnership action of the Issuer, has been duly executed and delivered by the Issuer, and is the legally valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms.

7. The execution, delivery and performance of the Indenture has been duly authorized by all necessary limited liability company or limited partnership action, as applicable, of each of the Specified Guarantors, and has been duly executed and delivered by each of the Specified Guarantors. The Indenture, including the Guarantee contained therein, is the legally valid and binding agreement of each of the Guarantors, enforceable against each of them in accordance with its terms.

8. The execution, delivery and performance of the Notes have been duly authorized by all necessary limited partnership action of the Issuer and, when executed, issued and authenticated in accordance with the terms of the Indenture and delivered and paid for in accordance with the terms of the Purchase Agreement, will be legally valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

9. The execution and delivery of the Purchase Agreement and the Indenture by the Partnership Parties, as applicable, and the issuance and sale of the Notes by the Issuer to you and the other Initial Purchasers pursuant to the Purchase Agreement and the Guarantees thereof by the Guarantors, do not on the date hereof:

(i)

violate the provisions of the Governing Documents⁴; or

(ii)

result in the breach of or a default under the Revolving Credit Facility; or

(iii)

violate any federal, New York statute, rule or regulation applicable to the Partnership Parties, the Delaware LP Act, or the Delaware LLC Act; or

(iv)

require any consents, approvals, or authorizations to be obtained by the Partnership Parties from, or any registrations, declarations or filings to be made by the Partnership Parties with, any governmental authority under any federal, New York statute, rule or regulation applicable to the Partnership Parties, the Delaware LP Act, or the Delaware LLC Act on or prior to the date hereof that have not been obtained or made.

10. The statements in the Pricing Disclosure Package and the Offering Memorandum under the captions “Description of Notes” and “Description of Other Indebtedness” insofar as they purport to describe or summarize certain provisions of the Notes, the Guarantees, the Indenture, the indebtedness or U.S. federal and New York laws described therein, respectively, are accurate summaries or descriptions in all material respects.

⁴	“Governing Documents” shall be defined to mean the Certificates of Limited Partnership, Certificates of Formation, Limited Partnership Agreements and Limited Liability Company Agreements, each as may be amended, of each of the Guarantors together with the Issuer Governing Documents.

“Issuer Governing Documents” shall be defined to mean the Certificate of Limited Partnership, as may be amended, and Limited Partnership Agreement, as may be amended, of the Partnership.

Exhibit A-1-2

11. None of the Partnership Parties is, and immediately after giving effect to the sale of the Notes in accordance with the Purchase Agreement and the application of the proceeds as described in the Offering Memorandum under the caption “Use of Proceeds,” will be required to be, registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

12. No registration of the Notes or the Guarantees under the Securities Act, and no qualification of the Indenture under the Trust Indenture Act is required for the purchase of the Notes by you or the initial resale of the Notes by you, in each case, in the manner contemplated by the Purchase Agreement, the Pricing Disclosure Package and the Offering Memorandum. We express no opinion, however, as to when or under what circumstances any Notes initially sold by you may be reoffered or resold.

Exhibit A-1-3

Schedule II to Exhibit A-1

Foreign Qualifications of the Guarantors


Entity Name	Jurisdiction of Organization	Foreign Qualifications
CNX Midstream Operating Company LLC	Delaware	N/A
CNX Midstream DevCo I LP	Delaware	Pennsylvania and West Virginia
CNX Midstream DevCo I GP LLC	Delaware	N/A
CNX Midstream SP Holdings LLC	Delaware	N/A

Exhibit A-1-4

EXHIBIT A-2

Form of Negative Assurance Statement of Latham & Watkins LLP

Based on our participation, review and reliance as described above, we advise you that no facts came to our attention that caused us to believe that:

•

the Preliminary Offering Memorandum, as of 4:00 p.m., New York City time, on September 15, 2021, when taken together with the Pricing Supplement, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

•

the Final Offering Memorandum, as of its date and as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

it being understood that we express no belief with respect to the financial statements, schedules or other financial data or oil, natural gas liquids and natural gas reserve data or reports included or incorporated by reference in, or omitted from, the Preliminary Offering Memorandum, the Pricing Supplement or the Final Offering Memorandum.

This letter is furnished only to you in your capacity as representative of the several Initial Purchasers in their capacity as initial purchasers under the Purchase Agreement and is solely for the benefit of the Initial Purchasers in connection with the transactions referenced in the first paragraph. This letter may not be relied upon by you or the other Initial Purchasers for any other purpose, or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity for any purpose (including any person, firm or other entity that acquires Notes or any interest therein from you or the other Initial Purchasers) without our prior written consent, which may be granted or withheld in our sole discretion.

Exhibit A-2-1

EXHIBIT A-3

Form of Tax Opinion of Latham & Watkins LLP

Based on such facts and subject to the qualifications, assumptions and limitations set forth herein and in the Pricing Disclosure Package and the Final Offering Memorandum, the statements in the Preliminary Offering Memorandum and the Final Offering Memorandum under the caption “Certain United States Federal Income Tax Considerations,” insofar as such statements purport to constitute summaries of United States federal income tax law and the regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

Exhibit A-3-1

ANNEX I

Resale Pursuant to Regulation S or Rule 144A. Each Initial Purchaser understands that:

Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as are permitted by and include the statements required by Regulation S.

Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S under the Securities Act.”

Annex I-1

ANNEX II

Pricing Supplement, dated September 15, 2021

to Preliminary Offering Memorandum dated September 15, 2021

Strictly Confidential

CNX Midstream Partners LP

This Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum (the “Preliminary Offering Memorandum”). The information in this Supplement supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Capitalized terms used in this Supplement but not defined herein have the meanings given them in the Preliminary Offering Memorandum.

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. The notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction. Accordingly, we are offering the notes only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.


Issuer:		CNX Midstream Partners LP

Title of Securities:		4.750% Senior Notes due 2030

Aggregate Principal Amount:		$400,000,000

Gross Proceeds:		$400,000,000

Distribution:		144A/Regulation S without registration rights

Final Maturity Date:		April 15, 2030

Issue Price:		100.000% of face amount

Coupon:		4.750%

Yield to Maturity:		4.750%

Interest Payment Dates:		April 15 and October 15

First Interest Payment Date:		April 15, 2022

Ratings:		Moody’s: B1 S&P: BB-

		A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Annex II-1


Optional Redemption:		On and after April 15, 2025, in whole or in part, at any time or from time to time, at the prices set forth below (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to, but not including, the date of redemption, if redeemed during the 12-month period commencing on April 15 of the years set forth below:


Date	Price
2025		102.375	%
2026		101.188	%
2027 and thereafter		100.000	%


Optional Redemption with Equity Proceeds:		Before the first call date, we may redeem the notes at an “applicable premium” calculated using a discount rate of Treasury plus 50 basis points. In addition, prior to April 15, 2025, up to 40% with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 104.750% of the aggregate principal amount of notes redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the date of redemption.

Change of Control:		Put at 101% of principal, plus accrued and unpaid interest to, but not including, the date of purchase.

CUSIP / ISIN Numbers:		144A: 12654A AA9 / US12654AAA97 Regulation S: U1749M AA0 / USU1749MAA00 IAI: 12654A AB7 / US12654AAB70

Denominations/Multiple:		$2,000 x 1,000

Trade Date:		September 15, 2021

Settlement:		September 22, 2021 (T+5). It is expected that delivery of the notes will be made against payment therefor on or about September 22, 2021, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

Annex II-2

Initial Purchasers of Senior Notes:

Joint Book-Runners:

Wells Fargo Securities, LLC

BofA Securities, Inc.

TD Securities (USA) LLC

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

MUFG Securities Americas Inc.

PNC Capital Markets LLC

Truist Securities, Inc.

Capital One Securities, Inc.

CIBC World Markets Corp.

Credit Suisse Securities (USA) LLC

U.S. Bancorp Investments, Inc.

Co-Managers:

Barclays Capital Inc.

KeyBanc Capital Markets Inc.

Citizens Capital Markets, Inc.

Morgan Stanley & Co. LLC

WauBank Securities LLC

The information in this pricing supplement supplements the Preliminary Offering Memorandum and supersedes the information (including financial information) in the Preliminary Offering Memorandum to the extent inconsistent with the Preliminary Offering Memorandum. This pricing supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum.

This pricing supplement is strictly confidential and has been prepared by the Issuer solely for use in connection with the proposed offering of the securities described in the Preliminary Offering Memorandum.

The securities have not been, and will not be, registered under the Securities Act and are being offered only to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act, and this communication is only being distributed to such persons.

This communication is not an offer to sell the securities and it is not a solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

Annex II-3