0001104659-14-056053 Sample Contracts

EQT MIDSTREAM PARTNERS, LP $500,000,000 4.00% Senior Notes due 2024
Sunrise Expansion Precedent Agreement • August 1st, 2014 • EQT Midstream Partners, LP • Natural gas transmission • New York

related matters were discussed. I have not undertaken to verify independently any of the factual matters in such documents. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Disclosure Package and the Prospectus involve matters of a non-legal nature. Accordingly, I am not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained or included in the Registration Statement, the Disclosure Package and the Prospectus. Subject to the foregoing and on the basis of the information I gained in the course of performing the services referred to above, I advise you that nothing came to my attention that caused me to believe that:

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EQT MIDSTREAM PARTNERS, LP as Issuer and THE SUBSIDIARY GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee
Indenture • August 1st, 2014 • EQT Midstream Partners, LP • Natural gas transmission • New York

INDENTURE dated as of August 1, 2014 among EQT Midstream Partners, LP, a Delaware limited partnership (the “Issuer”), the Subsidiary Guarantors (as defined herein) party hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

EQT MIDSTREAM PARTNERS, LP as Issuer and THE SUBSIDIARY GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee
First Supplemental Indenture • August 1st, 2014 • EQT Midstream Partners, LP • Natural gas transmission • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 1, 2014, is among EQT Midstream Partners, LP, a Delaware limited partnership (the “Issuer”), the Subsidiary Guarantors party hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Indenture (as defined below).

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