SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQM MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of October 12, 2018EQM Midstream Partners, LP • October 15th, 2018 • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQM MIDSTREAM PARTNERS, LP dated as of October 12, 2018, is entered into by and among EQM Midstream Services, LLC, a Delaware limited liability company, as the General Partner, EQGP Holdings, LP, a Delaware limited partnership, as successor in interest to EQT Midstream Investments, LLC, a Delaware limited liability company, Rice Midstream Holdings LLC, a Delaware limited liability company, and Rice Midstream GP Holdings LP, a Delaware limited partnership, 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:
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQM MIDSTREAM SERVICES, LLC A Delaware Limited Liability Company Dated as of October 12, 2018Limited Liability Company Agreement • October 15th, 2018 • EQM Midstream Partners, LP • Natural gas transmission • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EQM Midstream Services, LLC (the “Company”), dated as of October 12, 2018, is adopted, executed and agreed to by EQGP Holdings, LP, a Delaware limited partnership (“EQGP”), as the sole member of the Company (in such capacity, the “Sole Member”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 31, 2018 amongCredit Agreement • October 31st, 2018 • EQM Midstream Partners, LP • Natural gas transmission • New York
NON‑COMPETITION AGREEMENTNon‑competition Agreement • October 22nd, 2015 • EQT Midstream Partners, LP • Natural gas transmission • Pennsylvania
This AMENDED AND RESTATED CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into and effective as of July 29, 2015, by and between EQT Corporation, a Pennsylvania corporation (EQT Corporation and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Theresa Z. Bone (the “Employee”). This Agreement amends and restates in its entirety that certain Confidentiality, Non-Solicitation and Non-Competition Agreement by and between the Company and the Employee originally dated as of September 8, 2008, as amended effective January 1, 2014 and January 1, 2015 (the “Original Agreement”).
OMNIBUS AGREEMENT amongOmnibus Agreement • November 13th, 2018 • EQM 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 Equitrans Midstream Corporation, a Pennsylvania corporation (“ETRN”), EQM Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and EQM 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.”
PREFERRED RESTRUCTURING AGREEMENTPreferred Restructuring Agreement • February 28th, 2020 • EQM Midstream Partners, LP • Natural gas transmission • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of [ · ], 2020 (this “Agreement”), is entered into by and among Equitrans Midstream Corporation, a Pennsylvania corporation (the “Company”), and each of the Persons set forth on Schedule A hereto (the “Purchasers”).
CREDIT LETTER AGREEMENTCredit Letter Agreement • May 14th, 2020 • EQM Midstream Partners, LP • Natural gas transmission • Pennsylvania
This agreement (this “Letter Agreement”) is made as of February 26, 2020 (the “Effective Date”), by and between EQT Corporation, a Pennsylvania corporation (“EQT”), and EQM Midstream Partners, LP, a Delaware limited partnership (“EQM”). EQT and EQM are referred to herein collectively as the “Parties” and each, individually, as a “Party.”
SECOND AMENDMENT TO CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENTSolicitation and Non-Competition Agreement • February 12th, 2015 • EQT Midstream Partners, LP • Natural gas transmission • Pennsylvania
THIS SECOND AMENDMENT TO CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT ("Non-Compete Amendment") is made effective as of January 1, 2015 (the "Effective Date"), by and between EQT Corporation (together with its subsidiary companies, the "Company") and Theresa Z Bone ("Employee") and amends the Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of September 8, 2008, by and between the Company and Employee which was amended by the Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement dated January 1, 2014.
NON‑COMPETITION AGREEMENTNon‑competition Agreement • April 27th, 2017 • EQT Midstream Partners, LP • Natural gas transmission • Pennsylvania
This AMENDED AND RESTATED CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into and effective as of July 29, 2015, by and between EQT Corporation, a Pennsylvania corporation (EQT Corporation and its subsidiary companies are hereinafter collectively referred to as the “Company”), and M. Elise Hyland (the “Employee”). This Agreement amends and restates in its entirety that certain Confidentiality, Non-Solicitation and Non-Competition Agreement by and between the Company and the Employee originally dated as of September 8, 2008, as amended effective January 1, 2014 and January 1, 2015 (the “Original Agreement”).
NON‑COMPETITION AGREEMENTSolicitation And • October 25th, 2018 • EQM Midstream Partners, LP • Natural gas transmission • Pennsylvania
This CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into and effective as of August 9, 2018, by and between EQT Corporation, a Pennsylvania corporation (EQT Corporation and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Thomas F. Karam (the “Employee”).
SECONDMENT AGREEMENTSecondment Agreement • November 13th, 2018 • EQM Midstream Partners, LP • Natural gas transmission • Pennsylvania
This SECONDMENT AGREEMENT (“Agreement”) is dated as of November 13, 2018 (the “Effective Date”) by and among Equitrans Midstream Corporation, a Pennsylvania corporation (“ETRN”), EQM Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and EQM Midstream Services, LLC, a Delaware limited liability company and the general partner of the Partnership (“General Partner”). ETRN, the Partnership and the General Partner may be referred to herein individually as “Party” or collectively as “Parties.”
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC A Delaware Series Limited Liability Company April 6, 2018Limited Liability Company Agreement • April 26th, 2018 • EQT Midstream Partners, LP • Natural gas transmission • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the “Effective Date”), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the “Company”), MVP Holdco, LLC, a Delaware limited liability company (“EQT”), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (“USG”), VED NPI IV, LLC, a Delaware limited liability company (“Vega Carryco”), WGL Midstream, Inc., a Delaware corporation (“WGL”), RGC Midstream, LLC, a Virginia limited liability company (“Roanoke”), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company (“Con Edison”), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 14th, 2020 • EQM Midstream Partners, LP • Natural gas transmission • Pennsylvania
This Confidentiality, Non-Solicitation and Change of Control Agreement (“Agreement”) is made effective as of March 31, 2020, by and between Equitrans Midstream Corporation, a Pennsylvania corporation (Equitrans Midstream Corporation and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Brian P Pietrandrea (the “Employee”).
EQT MIDSTREAM PARTNERS, LP 5,650,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTSunrise Expansion Precedent Agreement • November 13th, 2015 • EQT Midstream Partners, LP • Natural gas transmission • New York
signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by the laws of the Commonwealth of Pennsylvania, (iv) with respect to the opinions expressed as to the good standing or due qualification or registration as a foreign limited partnership of Equitrans, state that such opinions are based upon certificates of good standing provided by the Secretary of State of the Commonwealth of Pennsylvania, and certificates of foreign qualification or registration provided by the Secretary of State of the states listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date and shall be provided to counsel to the Underwriters), (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partn
EQT CORPORATIONEQT Midstream Partners, LP • February 9th, 2017 • Natural gas transmission • Pennsylvania
by EQT Corporation (the “Company”) of Performance Share Unit Awards (the “Performance Share Units”), representing the right to earn a cash payment equal to the value of an equivalent number of shares of the Company’s common stock (the “Common Stock”), pursuant to and subject to the provisions of the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”), and the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).
SUNRISE FACILITIES AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • October 25th, 2012 • EQT Midstream Partners, LP • Natural gas transmission • Pennsylvania
LEASE AGREEMENT (“Lease Agreement”) entered into effective as of June 18, 2012, as amended and restated as of October 25, 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.
EQT MIDSTREAM PARTNERS, LP as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeEQT Midstream Partners, LP • June 25th, 2018 • Natural gas transmission • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of June 25, 2018, is between EQT Midstream Partners, LP, a Delaware limited partnership (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Indenture (as defined below).
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQM MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of April 10, 2019Idr Merger Agreement • November 5th, 2019 • EQM Midstream Partners, LP • Natural gas transmission • Delaware
OMNIBUS AGREEMENT among EQT CORPORATION, EQT MIDSTREAM PARTNERS, LP, and EQT MIDSTREAM SERVICES, LLCOmnibus Agreement • July 2nd, 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.”
EQUITRANS, L.P. TRANSPORTATION SERVICE AGREEMENT APPLICABLE TO FIRM TRANSPORTATION SERVICE UNDER RATE SCHEDULE FTS Contract No. EQTR19837-1296 Dated January 8, 2016Service Agreement • July 30th, 2019 • EQM Midstream Partners, LP • Natural gas transmission
GAS GATHERING AGREEMENT for the WG-100 GAS GATHERING SYSTEM between EQT PRODUCTION COMPANY, EQT ENERGY, LLC and EQT GATHERING, LLCGas Gathering Agreement • March 31st, 2015 • EQT Midstream Partners, LP • Natural gas transmission • Pennsylvania
This GAS GATHERING AGREEMENT FOR THE WG-100 GAS GATHERING SYSTEM (“Agreement”) is made and entered into effective as of March 1, 2015 (the “Effective Date”) by and between EQT Production Company (“Producer”) and EQT Energy, LLC (collectively with Producer, “Shipper”), on the one hand, and EQT Gathering, LLC (“Gatherer”), on the other hand. Producer, Shipper and Gatherer are each sometimes referred to herein as a “Party,” and collectively as the “Parties.”
LOAN AGREEMENTLoan Agreement • March 6th, 2020 • EQM Midstream Partners, LP • Natural gas transmission • New York
THIS LOAN AGREEMENT (“Agreement”) is entered into as of March 3, 2020 by and between EQM Midstream Partners, LP, a Delaware limited partnership (the “Lender”), and Equitrans Midstream Corporation, a Pennsylvania corporation (the “Borrower”). Each of the Borrower and the Lender are sometimes referred to herein collectively as the “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 23rd, 2015 • EQT Midstream Partners, LP • Natural gas transmission • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of March 30, 2015, is executed by and among EQT Gathering, LLC, a Delaware limited liability company (“Assignor”), EQT Midstream Partners, LP, a Delaware limited partnership (“Assignee”), and MVP Holdco, LLC, a Delaware limited liability company (the “Company”).
EQUITRANS, L.P. TRANSPORTATION SERVICE AGREEMENT APPLICABLE TO FIRM TRANSPORTATION SERVICE UNDER RATE SCHEDULE FTS Contract No. EQTR20242-852 Dated September 24, 2014EQM Midstream Partners, LP • July 30th, 2019 • Natural gas transmission
EQT CORPORATION EQM TSR PERFORMANCE AWARD AGREEMENT Non-transferable G R A N T T OEqm 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”).
REGISTRATION RIGHTS AGREEMENT Dated April 10, 2019Registration Rights Agreement • April 10th, 2019 • EQM Midstream Partners, LP • Natural gas transmission • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of April 10, 2019 (this “Agreement”), is entered into by and among EQM Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A hereto (the “Purchasers”).
CONTRIBUTION AND SALE AGREEMENT by and among EQT GATHERING, LLC, EQT ENERGY SUPPLY HOLDINGS, LP, EQT ENERGY, LLC, EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM GATHERING OPCO, LLC and EQT CORPORATION Dated as of March 10, 2015Contribution and Sale Agreement • March 10th, 2015 • EQT Midstream Partners, LP • Natural gas transmission • Pennsylvania
THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10, 2015 (this “Agreement”), is by and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).
SIXTH AMENDED AND RESTATED CRACKER JACK GAS GATHERING AGREEMENT By and Among RICE POSEIDON MIDSTREAM, LLC And EQT ENERGY, LLC And EQT PRODUCTION COMPANY Dated February 28, 2017Gas Gathering Agreement • October 25th, 2018 • EQM Midstream Partners, LP • Natural gas transmission • Texas
THIS SIXTH AMENDED AND RESTATED GAS GATHERING AGREEMENT (“Agreement”) is entered into as of this 28th Day of February, 2017 (the “Effective Date”), by and between RICE POSEIDON MIDSTREAM LLC, a Delaware limited liability company (“Gatherer”), EQT ENERGY, LLC, a Delaware limited liability company (“Shipper”) and, for limited purposes as set forth herein, EQT PRODUCTION COMPANY a Pennsylvania corporation (“Producer”). Gatherer and Shipper may be referenced individually as a “Party” or collectively as the “Parties.”
EQUITRANS, L.P. TRANSPORTATION SERVICE AGREEMENT APPLICABLE TO FIRM TRANSPORTATION SERVICE UNDER RATE SCHEDULE FTS Contract No. EQTR19837-1296 Dated January 8, 2016Service Agreement • February 15th, 2018 • EQT Midstream Partners, LP • Natural gas transmission
AMENDED AND RESTATED OMNIBUS AGREEMENT among EQUITRANS MIDSTREAM CORPORATION, EQM MIDSTREAM PARTNERS, LP, EQGP SERVICES, LLC and, for the limited purposes set forth herein, EQM MIDSTREAM SERVICES, LLC AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • April 30th, 2019 • EQM Midstream Partners, LP • Natural gas transmission
This AMENDED AND RESTATED OMNIBUS AGREEMENT (“Agreement”) is entered into on March 31, 2019 and deemed effective as of 12:01 a.m. on January 1, 2019 (the “Effective Date”) among Equitrans Midstream Corporation, a Pennsylvania corporation (“ETRN”), EQM Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), EQGP Services, LLC, a Delaware limited liability company (including any successor general partner of the Partnership, the “General Partner”), and, for the limited purposes set forth herein, EQM Midstream Services, LLC, a Delaware limited liability company and the prior general partner of the Partnership (the “Prior General Partner”). ETRN, the Partnership and the General Partner are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLCLimited Liability Company Agreement • February 9th, 2017 • EQT Midstream Partners, LP • Natural gas transmission • Delaware
This SECOND AMENDMENT (this “Amendment”) TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or otherwise modified from time to time, including by that certain First Amendment to Second Amended and Restated Limited Liability Company Agreement, dated January 21, 2016, the “Second A&R Agreement;” as modified by this Amendment, the “Agreement”) OF MOUNTAIN VALLEY PIPELINE, LLC, dated March 10, 2015, is adopted, executed and agreed to as of October 24, 2016 by MVP Holdco, LLC, a Delaware limited liability company (“EQT”), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (“USG”), WGL Midstream, Inc., a Delaware corporation (“WGL”), VED NPI IV, LLC, a Delaware limited liability company (“Vega Carryco”), Vega Midstream MVP LLC, a Delaware limited liability company (“Vega”), and Mountain Valley Pipeline, LLC, a Delaware limited liability company (the “Company”). EQT, USG, WGL, Vega Carryco, Vega and the Company are sometimes re
SECOND AMENDMENT TO GAS GATHERING AND COMPRESSION AGREEMENTGas Gathering and Compression Agreement • July 30th, 2019 • EQM Midstream Partners, LP • Natural gas transmission • Pennsylvania
THIS SECOND AMENDMENT TO GAS GATHERING AND COMPRESSION AGREEMENT (this “Amendment”), dated June 1, 2019 (“Effective Date”), is made and entered into by and among RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), ALPHA SHALE RESOURCES LP, a Delaware limited partnership (“Alpha”), and RM PARTNERS, LP, formerly known as Rice Midstream Partners, LP (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties”.
EQT MIDSTREAM PARTNERS, LP 12,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2012 • EQT Midstream Partners, LP • Natural gas transmission • New York
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among EQT Corporation, EQT Midstream Partners, LP (the “Partnership”), EQT Midstream Services, LLC and Equitrans Investments, LLC and you as Representatives (the “Representatives”) of a group of Underwriters named therein, relating to an underwritten public offering of common units representing limited partner interests in the Partnership (“Common Units”).
THIRD AMENDMENT TO CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENTNon-Competition Agreement • November 5th, 2019 • EQM Midstream Partners, LP • Natural gas transmission • Pennsylvania
THIS THIRD AMENDMENT TO CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (“Non-Compete Amendment”) is made effective as of August 20, 2019 (the “Effective Date”), by and between Equitrans Midstream Corporation (together with its subsidiary companies, the “Company”) and Brian P. Pietrandrea (“Employee”) and amends the Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of March 7, 2013, by and between the Company and Employee which was amended by the Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement dated January 1, 2014 and by the Second Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement dated January 1, 2015.
AMENDMENT NO. 5 TO JUPITER GAS GATHERING AGREEMENTJupiter Gas Gathering Agreement • February 15th, 2018 • EQT Midstream Partners, LP • Natural gas transmission
This Amendment No. 5 to the Jupiter Gas Gathering Agreement (this “Amendment”) is made and entered into as of October 1, 2017, by and between EQT Production Company (“Producer”) and EQT Energy, LLC (collectively with Producer, “Shipper”), on the one hand, and EQM Gathering OPCO, LLC (“Gatherer”), on the other hand. Producer, Shipper and Gatherer are each referred to herein as a “Party” and collectively as the “Parties”.
