Document



Exhibit 10.4(b)


SPECIFIC TERMS IN THIS LETTER AGREEMENT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE OF A TYPE THAT EQUITRANS MIDSTREAM CORPORATION TREATS AS CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***]. 

















December 21, 2020


EQM Olympus Midstream LLC Attn: Mark Griffin
2200 Energy Drive
Canonsburg, PA 15317


Re:    Letter Agreement Regarding Second Amended and Restated Gas Gathering and Compression Agreement


Dear Mark:


This letter agreement (this “Agreement”), is entered into by and between Rice Drilling D LLC, a Delaware limited liability company (“Producer”), and Rice Olympus Midstream LLC, now known as EQM Olympus Midstream LLC, a Delaware limited liability company (“Gatherer”), as of the date set forth above. Each of Producer and Gatherer may be referred to herein as a “Party”, and collectively as the “Parties”. Reference is made to that certain Second Amended and Restated Gas Gathering and Compression Agreement dated as of March 31, 2017 (as amended, the “GGA”), by and between Producer and Gatherer. Capitalized terms used but not defined herein shall have the meanings given to them in the GGA.


The Parties desire to set forth herein, among other things, the adjustment of Maximum Daily Quantity under the GGA for the Contract Year commencing as of December 22, 2020.


For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:


1.Adjustment of Maximum Daily Quantity. Pursuant to Section 3.4 of the GGA, the Parties hereby acknowledge and agree that the aggregate Maximum Daily Quantity for each System Segment for the Contract Year commencing as of December 22, 2020, shall be [***] Dth/Day, which shall be distributed to and among the Delivery Points as set forth on Exhibit A attached hereto and incorporated herein.


2.Leach Xpress Deficiency Fee. Notwithstanding anything in the GGA or this Agreement to the contrary (including, without limitation, the distribution of Maximum Daily Quantity as set forth on Exhibit A of this Agreement), the Parties hereby agree that solely for purposes of calculating the Leach Xpress Deficiency Fee as set forth in Section 5.1(c) of the GGA, the Maximum Daily Quantity allocated to the Leach Xpress Delivery Point as set forth in Section 5.1(c)(i)(A) of the GGA shall be deemed to be [***] Dth.


3.Entire Agreement. This Agreement supersedes and replaces all prior agreements, oral, and written between the Parties with respect to the subject matter hereof.


4.Miscellaneous. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles. This Agreement may be executed in any number of counterparts, including by electronic signature, each of which shall be considered an original for all purposes, and all of which, when taken together, shall constitute one and the same instrument. Signatures delivered by facsimile or other electronic means shall have the same force and effect as originals. The Parties hereby ratify and confirm the GGA, as amended hereby. Except as 







expressly provided herein, the provisions of the GGA shall remain in full force and effect in accordance with their respective terms following the execution of this Agreement. In the event of any conflict or inconsistencies between this Agreement and the GGA, the terms and conditions of this Agreement shall prevail. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and assigns. Each provision of this Agreement shall be construed as though all Parties participated equally in the drafting of the same. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting Party shall not be applicable to this Agreement. Each Party represents and warrants that it has the full authority and power to enter into this Agreement and the person signing on behalf of each such Party is duly authorized to do so.


[Signatures follow.]


































































































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IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby, have executed this Agreement to be effective as of the date first set forth above.




EQM OLYMPUS MIDSTREAM LLC


By:  /s/ Paul Kress                            
Name:  Paul Kress                            
Title:  VP                                          




RICE DRILLING D LLC


By:  /s/ Julian Carrillo                            
Name:  Julian Carrillo                            
Title:  Vice President Production           














































































Signature Page to Letter Agreement














Exhibit A
Maximum Daily Quantity and Allocation to Delivery Points (for Contract Year commencing as of December 22, 2020)
[***]








































































Exhibit A to Letter Agreement