SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG EQT CORPORATION, EQUITRANS MIDSTREAM CORPORATION AND, SOLELY FOR PURPOSES OF SECTION 2.13, EQT PRODUCTION COMPANYSeparation and Distribution Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [·], 2018 (this “Agreement”), is by and among EQT Corporation, a Pennsylvania corporation (“Parent”), Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”), and solely for purposes of Section 2.13, EQT Production Company, a Pennsylvania Corporation (“EPC”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
CONFIDENTIALITY, NON-SOLICITATION and NON-COMPETITION AGREEMENTConfidentiality, Non-Solicitation and Non-Competition Agreement • October 18th, 2018 • Equitrans Midstream Corp • 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”).
AMENDED AND RESTATED CONFIDENTIALITY, NON-SOLICITATION and NON-COMPETITION AGREEMENTConfidentiality, Non-Solicitation and Non-Competition Agreement • October 18th, 2018 • Equitrans Midstream Corp • 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 Robert C. Williams (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”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN EQT CORPORATION AND EQUITRANS MIDSTREAM CORPORATIONTransition Services Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of [·], 2018 (this “Agreement”), is by and between EQT Corporation, a Pennsylvania corporation (“Parent”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”).
AMENDMENT TO CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENTConfidentiality, Non-Solicitation and Non-Competition Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Pennsylvania
THIS AMENDMENT TO CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (“Non-Compete Amendment”) is made effective as of January 1, 2014 (the “Effective Date”), by and between EQT Corporation (formerly known as Equitable Resources, Inc., and together with its subsidiary companies, the “Company”) and Phillip D Swisher (“Employee”) and amends the Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of September 8, 2008, by and between the Company and Employee (“Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Pennsylvania
This Indemnification Agreement (this “Agreement”) is made effective as of [o] [o], 20[o], by and between Equitrans Midstream Corporation, a Pennsylvania corporation (the “Company”) and [o] (the “Indemnitee”), a director and/or officer of the Company.
OMNIBUS AGREEMENT amongOmnibus Agreement • October 18th, 2018 • Equitrans Midstream Corp • 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.”
SECONDMENT AGREEMENTSecondment Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Pennsylvania
This SECONDMENT AGREEMENT (“Agreement”) is dated as of [·], 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.”
TAX MATTERS AGREEMENT by and between EQT CORPORATION and EQUITRANS MIDSTREAM CORPORATIONTax Matters Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [·], 2018, by and between EQT Corporation, a Pennsylvania corporation (“EQT”), and Equitrans Midstream Corporation, a Delaware corporation (“SpinCo” and collectively with EQT, the “Companies” and each, a “Company”).
SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN EQT CORPORATION AND EQUITRANS MIDSTREAM CORPORATIONShareholder and Registration Rights Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of [·], 2018 (this “Agreement”), is by and between EQT Corporation, a Pennsylvania corporation (“Parent”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN EQT CORPORATION AND EQUITRANS MIDSTREAM CORPORATIONEmployee Matters Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of [·], 2018 (this “Agreement”), is by and between EQT Corporation, a Pennsylvania corporation (“Parent”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”).
AGREEMENT OF ASSIGNMENT OF CONFIDENTIALITY, NON-SOLICITATION AND NON- COMPETITION AGREEMENTAssignment of Confidentiality, Non-Solicitation and Non-Competition Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission
THIS ASSIGNMENT AGREEMENT (this “Agreement”), by and among EQT Corporation, a Pennsylvania Corporation (“EQT”), Equitrans Midstream Corporation, a Pennsylvania Corporation (“Equitrans Midstream”), and [·] (“Employee”), is executed as of [·], 2018.
CONFIDENTIALITY, NON-SOLICITATION and NON-COMPETITION AGREEMENTConfidentiality, Non-Solicitation and Non-Competition Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Pennsylvania
This Agreement is made as of September 8, 2008 by and between Equitable Resources, Inc., a Pennsylvania corporation (Equitable Resources, Inc. and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Phillip D. Swisher (the “Employee”).
SECOND AMENDMENT TO CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENTConfidentiality, Non-Solicitation and Non-Competition Agreement • October 18th, 2018 • Equitrans Midstream Corp • 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 Phillip D. Swisher (“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.
SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT among EQT CORPORATION, EQT RE, LLC, RM PARTNERS LP, EQM MIDSTREAM MANAGEMENT LLC and EQM POSEIDON MIDSTREAM LLCOmnibus Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Pennsylvania
This SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, [·], 2018, among EQT Corporation, a Pennsylvania corporation (“EQT”), EQT RE, LLC, a Delaware limited liability company (“EQT RE”), RM Partners LP (formerly known as Rice Midstream Partners LP), a Delaware limited partnership (the “Partnership”), EQM Midstream Management LLC (formerly known as Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and EQM Poseidon Midstream LLC (formerly known as Rice Poseidon Midstream LLC), a Delaware limited liability company (“EPM”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED OMNIBUS AGREEMENT amongOmnibus Agreement • October 18th, 2018 • Equitrans Midstream Corp • Natural gas transmission
This AMENDED AND RESTATED OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, [·], 2018, among EQT Corporation, a Pennsylvania corporation (“EQT”), 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.”
