Exhibit



Exhibit 10.2
Execution Version



AMENDMENT NO. 4 
TO 
JUPITER GAS GATHERING AGREEMENT
This Amendment No. 4 to the Jupiter Gas Gathering Agreement (this “Amendment”) is made and entered into as of June 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”.


WHEREAS, the Parties made and entered into that certain Jupiter Gas Gathering Agreement, dated May 1, 2014 (as amended by that certain Amendment No. 1 to Jupiter Gas Gathering Agreement, dated December 17, 2014, that certain Amendment No. 2 to Jupiter Gas Gathering Agreement, dated October 26, 2015, and that certain Amendment No. 3 to Jupiter Gas Gathering Agreement, dated August 1, 2016, the “Agreement”), pursuant to which, among other provisions, Shipper requested that Gatherer provide gathering services to Shipper by receiving quantities of Gas from Shipper at the Receipt Points and redelivering such Gas to or for Shipper’s account at the Delivery Points; and


WHEREAS, the Parties intend to amend Exhibit A and Section II (Table of Incremental Capital Fees) of Exhibit B-2 of the Agreement upon the terms and subject to the conditions set forth herein.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:


1.Definitions.  All capitalized terms used but not otherwise defined or amended herein shall have the meanings ascribed to them in the Agreement.


2.Amendments.


		
	a.
	Exhibit A attached to the Agreement is hereby deleted in its entirety and replaced with the revised Exhibit A attached hereto as Attachment 1.




		
	b.
	Section II (Table of Incremental Capital Fees) of Exhibit B-2 attached to the Agreement is hereby deleted in its entirety and replaced with the revised Section II (Table of Incremental Capital Fees) attached hereto as Attachment 2. 


 
		
	c.
	Section 2.b. of Amendment No. 3 of the Agreement is deleted in its entirety.




3.Effect of Amendment.  The Agreement, as amended hereby, shall remain in full force and effect, and all terms hereof are hereby ratified and confirmed by the Parties.


4.Further Actions.  The Parties agree to execute such other documents and take such further actions necessary to effectuate this Amendment.









5.Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.  It is agreed by the Parties that facsimile signature pages signed by the Parties shall be binding to the same extent as original signature pages.


6.Entire Agreement.  This Amendment is the entire agreement between the Parties concerning the subject matter hereof and neither Party shall be bound by representations except as set forth in this Amendment.


7.Amendments.  This Amendment may not be modified or amended except by a written agreement signed by the Parties.




[The remainder of this page intentionally left blank.]


2










IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.


	
		
	EQT PRODUCTION COMPANY
	EQM GATHERING OPCO, LLC

	By:    /s/ Erin R. Centofanti         
	By:    /s/ David W. Gray         

	Name:      Erin R. Centofanti         
	Name:      David W. Gray         

	Title:    SVP, Asset Development      
	Title:    SVP               

	

EQT ENERGY, LLC
	 

	By:    /s/ Donald M. Jenkins         
	 

	Name:      Donald M. Jenkins         
	 

	Title:    President            
	 








[SIGNATURE PAGE TO AMENDMENT NO. 4 TO JUPITER GAS GATHERING AGREEMENT]








ATTACHMENT 1










EXHIBIT A
RECEIPT POINTS, DELIVERY POINTS, 
CONTRACT MDQ AND COMPRESSION MDQ
	
				
	Receipt Point(s)
	Receipt Point MDQ 
MMcf/Day
	Zone
	Zone MDQ 
MMcf/Day

	HLB65
	60
	Zone 1
	300

	West Run
	40
	Zone 1
	300

	West Run -  Hopewell Ridge
	40
	Zone 1
	300

	Koloski
	90
	Zone 1
	300

	ROG279
	80
	Zone 1
	300

	Pierce
	100
	Zone 1
	300

	Walker B
	30
	Zone 1
	300

	Moore
	40
	Zone 1
	300

	Phillips
	30
	Zone 1
	300

	Scotts Run
	30
	Zone 1
	300

	Patterson Creek
	60
	Zone 1
	300

	ROG162
	120
	Zone 1
	300

	ROG79
	50
	Zone 1
	300

	 
	 
	 
	 

	Moninger
	200
	Zone 2
	370

	Cooper
	140
	Zone 2
	370

	Big Sky
	75
	Zone 2
	370

	Way176
	45
	Zone 2
	370

	Amity
	15
	Zone 2
	370

	Harden Farm
	110
	Zone 2
	370

	Connors
	65
	Zone 2
	370

	Pettit
	65
	Zone 2
	370

	Hughes
	55
	Zone 2
	370

	Roberts
	9
	Zone 2
	370

	Harden
	25
	Zone 2
	370

	Shipman
	37.5
	Zone 2
	370

	J&J
	37.5
	Zone 2
	370

	 
	 
	 
	 

	Lacko
	250
	Zone 3
	370

	Hildebrand
	35
	Zone 3
	370

	Pyles
	40
	Zone 3
	370

	Beazer
	50
	Zone 3
	370

	Yabolnski
	70
	Zone 3
	370

	Way153
	60
	Zone 3
	370

	Nicoloff
	30
	Zone 3
	370

	McMillan
	20
	Zone 3
	370

	Robinson
	20
	Zone 3
	370

	Thompson
	25
	Zone 3
	370

	Thistlewaite
	2
	Zone 3
	370

	Alpha
	80
	Zone 3
	370






Exhibit A 
Page 1











EXHIBIT A (Continued)
RECEIPT POINTS, DELIVERY POINTS, 
CONTRACT MDQ AND COMPRESSION MDQ


	
		
	Delivery Point(s)
	Location

	Ingram
	Equitrans H-109

	Amity
	Equitrans H-125

	Jupiter
	Equitrans H-148

	Callisto
	Equitrans H-160

	Hopewell Ridge
	Equitrans H-160

	Pipers Ridge
	Equitrans M-78

	Europa
	Equitrans H-165

	Io
	Equitrans H-148 and M-78










	
		
	Drip Liquids 
Delivery Point(s)
	Location

	Not applicable
	 








	
		
	Contract MDQ:
	792,000 Dth / Day

	Compression MDQ:
	792,000 Dth / Day












Exhibit A 
Page 2










ATTACHMENT 2












II.    Table of Incremental Capital Fees


	
					
	Incremental Capital Project
	Contract MDQ
	Incremental Capital Fee
	In-Service Date
	Applicable Expansion Term

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 








Exhibit B-2 
Page 2