Exhibit








Exhibit 10.1


Portions of this Exhibit have been redacted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.


AMENDMENT NO. 2 TO GAS GATHERING AGREEMENT
FOR THE WG-100 GAS GATHERING SYSTEM
    
THIS AMENDMENT NO. 2 TO GAS GATHERING AGREEMENT FOR WG-100 GAS GATHERING SYSTEM (this “Amendment”), dated this June 1, 2019 (“Effective Date”), is made and entered into by and among EQT PRODUCTION COMPANY (“Producer”) and EQT ENERGY, LLC (collectively with Producer, “Shipper”), on the one hand, and EQM GATHERING OPCO, LLC (“Gatherer”). Shipper and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties”. 
RECITALS
WHEREAS, Shipper and EQT Gathering, LLC, Gatherer’s predecessor in interest,  entered into that certain Gas Gathering Agreement dated as of March 1, 2015, as the same was amended, supplemented, and/or modified by (i) that certain Amendment No. 1 to Gas Gathering Agreement dated as of April 1, 2017, by and between the Parties, and (ii) that certain letter dated December 6, 2018, from Gatherer to Shipper (as amended, supplemented, and/or modified, the “Gathering Agreement”); and
WHEREAS, the Parties desire to amend the Gathering Agreement in accordance with the terms and conditions set forth in this Amendment. 
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
1.Defined Terms.  Capitalized terms used but not defined herein shall have the meaning set forth in the Gathering Agreement.
2.Amendment of Exhibit A-1.  Exhibit A-1 to the Gathering Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit A-1 attached hereto.
3.Fees.  [***].
4.Amendment of Exhibit C.  Exhibit C to the Gathering Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit C attached hereto.











5.Effect.  All other terms and conditions of the Gathering Agreement that are not expressly amended or modified in this Amendment remain unchanged and in full force and effect.  By executing this Amendment, each Party hereby ratifies the terms of the Gathering Agreement, as modified by this Amendment.  The Parties hereby acknowledge and agree that the Gathering Agreement continues in full force and effect, as modified by this Amendment.
6.Governing Law.  This Amendment shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles.
7.Counterparts.  This Amendment may be executed in counterparts, including by electronic signature, each of which will be as valid as another and all which together will constitute one and the same instrument.  Executed copies of this Amendment will be as valid for all purposes as original versions.
 [Signature Page Follows]


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IN WITNESS WHEREOF, each Party has caused its duly authorized representative to execute this Amendment as of the Effective Date.


EQT PRODUCTION COMPANY


By: /s/ Gary E. Gould            
Name:     Gary E. Gould            
Title: COO                


EQT ENERGY, LLC


By: /s/ Donald M. Jenkins        
Name: Donald M. Jenkins        
Title: EVP Commercial, BD,  IT, & Safety


EQM GATHERING OPCO, LLC


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




















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[Signature Page to Amendment No. 2 to Gas Gathering Agreement]

EXHIBIT A-1 
 
RECEIPT POINTS, DELIVERY POINTS AND RECEIPT POINT MDQ 
 


	
		
	Receipt Point(s)
	Receipt Point MDQ
Mcf / Day

	Saturn
Pandora
Mercury
*Only BIG333/192 Meters
	300,000
100,000
100,000*





	 
	 








	
		
	Delivery Point(s)
	Location

	MarkWest Mobley
	Logansport, WV

	 
	 

	 
	 

	 
	 






	
		
	Drip Liquids 
Delivery Point(s)
	Location

	MarkWest Mobley
	Logansport, WV













EXHIBIT C 
 
PARTIES’ ADDRESSES FOR NOTICE PURPOSES


Shipper:
	
		
	NOTICES & CORRESPONDENCE
	PAYMENTS BY ELECTRONIC FUNDS TRANSFER

	EQT Energy, LLC
625 Liberty Avenue, Suite 1700   
Pittsburgh, Pa  15222-3111   
Attn:  [***]
Phone: [***]
Fax:  [***]
Email address:  [***]
	Per invoice instructions   
Bank Name:  [***]
ABA/Routing Number:  [***]     
Account Number:  [***]
Account Name:   [***]   



	

EQT Production Company
625 Liberty Avenue, Suite 1700   
Pittsburgh, Pa  15222-3111      
Attn:  [***]
Phone:  [***]
Fax:  [***]Email address: [***]
	INVOICES

	EQT Energy, LLC   
625 Liberty Avenue, Suite 1700   
Pittsburgh, Pa  15222-3111   
Attn:  [***]
Phone:  [***]Fax:  [***]Email  address:  [***]




Gatherer:
	
		
	NOTICES & CORRESPONDENCE
	PAYMENTS BY ELECTRONIC FUNDS TRANSFER

	EQT Gathering, LLC
2200 Energy Dr   
Canonsburg, PA  15317   
Attn:  [***]
Phone: [***]Fax:  [***]
Email:  [***]
	Per invoice instructions   
Bank Name:  [***]
ABA/Routing Number:  [***]   
Account Number:  [***]
Account Name:  [***]      



	 
	INVOICES

	 
	Midstream Accounting   
EQT Gathering, LLC   
2200 Energy Dr   
Canonsburg, PA  15317      
Attn:  [***]
Phone:  [***]
Fax:  [***]Email:  [***]








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