Exhibit



Exhibit 10.1


Execution Version



AMENDMENT NO. 1 
TO 
GAS GATHERING AGREEMENT FOR THE WG-100 GAS GATHERING SYSTEM


This Amendment No. 1 to the Gas Gathering Agreement for the WG-100 Gas Gathering System  (this  “Amendment”) is made and entered into as of April 1, 2017 (the  “Effective Date”),  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 Gas Gathering Agreement for the WG-100 Gas Gathering System dated March 1, 2015 (the “Agreement”), pursuant to which, among other provisions, Shipper requested that Gatherer provide the gathering of natural gas on behalf of Shipper by receiving quantities of natural gas and redelivering it to or for Shipper’s account; and 


WHEREAS, the Parties intend to amend 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 D attached to the Agreement is hereby deleted in its entirety and replaced with revised Exhibit D, a copy of which is attached hereto. 




		
	b.
	In Section III (Site Specific Data and Facility Responsibility Matrix) of Exhibit F attached to the Agreement: 




		
	i.
	The table reflected in Section III.A.1 (Receipt Point Interconnect Data) is hereby deleted in its entirety and replaced with the revised table attached hereto.




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.




[Remainder of page intentionally blank]









2







IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.


	
		
	EQT PRODUCTION COMPANY
	EQM GATHERING OPCO, LLC

	By:    /s/ David Schlosser      
	By:     /s/ Justin S. Macken      

	Name:    David Schlosser      
	Name:    Justin S. Macken      

	Title:    President         
	Title:    VP Gas Systems Planning   

	

EQT ENERGY, LLC
	 

	By:     /s/ Donald Jenkins      
	 

	Name:    Donald Jenkins      
	 

	Title:     President         
	 











[Signature Page to Amendment No. 1 to WG-100 GGA]





EXHIBIT D
DESCRIPTION OF GATHERING SYSTEM

    







EXHIBIT F
INTERCONNECT TERMS 


RECEIPT POINTS


	
								
	System
	Meter ID
	Meter Name
	GPS Coordinates
	MAOP
	MinDQ
Mcf/Day
	MaxDQ
Mcf/Day

	WG-100
	24484
	Saturn Discharge
	-80.81981
	39.29793
	1,440
	16,500
	280,000

	WG-100
	M5229563
	Saturn Ph VI Discharge (Saturn Units 6 & 7 Discharge)
	-80.81982
	39.29688
	1,440
	16,500
	280,000

	WG-100
	M5236043
	Pandora Discharge 8" USM
	-80.70625
	39.36335
	1,440
	16,500
	280,000

	WG-100
	M5270331
	Janus CS Discharge USM
	-80.48197
	39.15273
	1,440
	16,500
	280,000






DRIP LIQUIDS RECEIPT POINTS


	
					
	System
	Meter ID
	Meter Name
	GPS Coordinates

	WG-100
	M5206528
	NGLs from Saturn to WG100
	-80.81981
	39.29793

	WG-100
	M5229478
	Saturn Liquid
	-80.81878
	39.29795

	WG-100
	M5236148
	Pandora Liquid Meter
	-80.70625
	39.36335

	WG-100
	M5270332
	Janus CS Liquids to WG100
	-80.48197
	39.15273