0001047469-12-005769 Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQT MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of
EQT Midstream Partners, LP • May 10th, 2012 • Natural gas transmission • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQT MIDSTREAM PARTNERS, LP dated as of , 2012, is entered into by and between EQT Midstream Services, LLC, a Delaware limited liability company, as the General Partner, and EQT Midstream Investments, LLC, a Delaware limited liability company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQT MIDSTREAM SERVICES, LLC A Delaware Limited Liability Company Dated as of
Limited Liability Company Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission • Delaware

This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EQT Midstream Services, LLC (the “Company”), dated as of , 2012, is adopted, executed and agreed to by EQT Investments Holdings, LLC, a Delaware limited liability company, as the sole member of the Company (in such capacity, the “Sole Member”).

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SUNRISE FACILITIES LEASE AGREEMENT
Lease Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission • Pennsylvania

LEASE AGREEMENT (“Lease Agreement”) entered into effective as of , 2012, by and between EQUITRANS, L.P., a Pennsylvania limited partnership (“Equitrans”), and SUNRISE PIPELINE, L.L.C., a Delaware limited liability company (“Sunrise”). Equitrans and Sunrise may be referred to herein individually as “Party” or collectively as “Parties.” Certain capitalized terms used are defined in Article I hereof.

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FORM OF OMNIBUS AGREEMENT among EQT CORPORATION, EQT MIDSTREAM PARTNERS, LP, and EQT MIDSTREAM SERVICES, LLC
Omnibus Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission

This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among EQT Corporation, a Pennsylvania corporation (“EQT”), EQT Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and EQT Midstream Services, LLC, a Delaware limited liability company (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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EQT CORPORATION EQM TSR PERFORMANCE AWARD AGREEMENT Non-transferable G R A N T T O
Eqm TSR Performance Award Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission

by EQT Corporation (the “Company”) and EQT Midstream Services, LLC (“EQM Services”) of Performance Awards (the “Performance Awards”), representing the right to earn, on a one-for-one basis, common units of limited partner interests (“Common Units”) in EQT Midstream Partners, LP (“EQM”), an affiliate of the Company. The Performance Awards are granted pursuant to and subject to the provisions of the EQT Corporation 2009 Long-Term Incentive Plan, as amended (the “EQT Plan”), the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan (the “EQM Plan”) and the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).

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OPERATION AND MANAGEMENT SERVICES AGREEMENT
Operation and Management Services Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission • Pennsylvania

OPERATION AND MANAGEMENT SERVICES AGREEMENT (“Agreement”) dated as of , 2012, by and between EQT Gathering, LLC, a Delaware limited liability company (the “Operator”), and Equitrans, L.P., a Delaware limited partnership (the “Company”). The Company and the Operator may be referred to herein individually as “Party” or collectively as “Parties.”

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EQUITRANS, L.P. FORM OF TRANSPORTATION SERVICE AGREEMENT APPLICABLE TO NO- NOTICE FIRM TRANSPORTATION SERVICE UNDER RATE SCHEDULE NOFT Contract No. Dated
Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission
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AMENDMENT OF SUBLEASE AGREEMENT
Amendment of Sublease Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission

This Amendment of Sublease Agreement (this “Amendment”) is entered into as of April 5, 2012, by and between EQUITRANS, L.P., a Pennsylvania limited partnership, with its principal offices at 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222 (“Sublessor”), and EQT PRODUCTION COMPANY, a Pennsylvania corporation, with its principal offices at 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222 (“Sublessee”). The parties agree as follows:

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EQUITRANS, L.P. FORM OF TRANSPORTATION SERVICE AGREEMENT APPLICABLE TO FIRM TRANSPORTATION SERVICE UNDER RATE SCHEDULE FTS Contract No. Dated
Service Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission
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SUBLEASE AGREEMENT
Sublease Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission • Pennsylvania

Notice will be given by Sublessee at least one (1) week in advance of drilling. A pre-spud meeting may be conducted prior to drilling if both parties identify a legitimate need. Any such meeting will include representatives from the contract driller, Cement Company, Mud Company and Equitrans Storage Engineering Group. Sublessee shall provide Sublessor with gas in kind to compensate for any gas lost or vented from a Gas Storage Formation as a result of Sublessee’s activities.

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EQT CORPORATION EQT Plaza
EQT Midstream Partners, LP • May 10th, 2012 • Natural gas transmission • Pennsylvania
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EQT MIDSTREAM SERVICES, LLC PHANTOM UNIT AWARD AGREEMENT Non-transferable G R A N T T O
Phantom Unit Award Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission

by EQT Midstream Services, LLC (the “Company”) of Phantom Units, representing the right to receive, on a one-for-one basis, common units of limited partner interests (“Common Units”) in EQT Midstream Partners, LP (“EQM”), of which the Company serves as general partner. The Phantom Units are granted pursuant to and subject to the provisions of the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan, as amended (the “EQM Plan”), and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among EQT MIDSTREAM PARTNERS, LP EQT MIDSTREAM SERVICES, LLC EQUITRANS INVESTMENTS, LLC EQUITRANS, L.P. EQUITRANS SERVICES, LLC EQT MIDSTREAM INVESTMENTS, LLC EQT INVESTMENTS HOLDINGS, LLC ET...
Contribution, Conveyance and Assumption Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission

This Contribution, Conveyance and Assumption Agreement, dated as of [•], 2012 (this “Agreement”), is by and among EQT Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), EQT Midstream Services, LLC, a Delaware limited liability company (the “General Partner”), EQT Midstream Investments, LLC, a Delaware limited liability company (“Midstream Investments”), Equitrans Investments, LLC, a Delaware limited liability company (the “OLLC”), Equitrans, L.P., a Pennsylvania limited partnership (“Equitrans”), Equitrans Services, LLC, a Delaware limited liability company (“Equitrans GP”), EQT Investments Holdings, LLC, a Delaware limited liability company (“Investments Holdings”), ET Blue Grass, LLC, a Delaware limited liability company (“Blue Grass”), and EQT Corporation, a Pennsylvania corporation (“EQT”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the me

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EQUITRANS, L.P. TRANSPORTATION SERVICE AGREEMENT APPLICABLE TO FIRM TRANSPORTATION SERVICE UNDER RATE SCHEDULE FTS Contract No. EQTR10349-516 Dated September 21, 2010
Service Agreement • May 10th, 2012 • EQT Midstream Partners, LP • Natural gas transmission
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