Exhibit








Exhibit 10.4


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 “[***]”.


SECOND AMENDMENT TO GAS GATHERING AND COMPRESSION AGREEMENT
    
THIS SECOND AMENDMENT TO GAS GATHERING AND COMPRESSION AGREEMENT (this “Amendment”), dated June 1, 2019 (“Effective Date”), is made and entered into by and among RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), ALPHA SHALE RESOURCES LP, a Delaware limited partnership (“Alpha”), and RM PARTNERS, LP, formerly known as Rice Midstream Partners, LP (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties”. 
RECITALS
WHEREAS, the Parties entered into that certain Gas Gathering and Compression Agreement dated effective as of December 22, 2014, as the same was amended, supplemented, and/or modified by (i) that certain First Amendment to Gas Gathering and Compression Agreement dated effective as of October 19, 2016, by and among Producer, Alpha, and Gatherer, (ii) that certain letter agreement dated August 30, 2018, by and between Producer and Gatherer, (iii) that certain letter agreement dated September 5, 2018, by and among Producer, Alpha, and Gatherer, and (iv) that certain letter agreement dated March 1, 2019, by and among Producer, Alpha, Gatherer, Equitrans, L.P., and EQM Gathering OPCO, LLC  (as amended, supplemented, and/or modified, the “Gathering Agreement”); and
WHEREAS, the Parties desire to amend the Gathering Agreement to, among other things, make certain modifications to the Gathering System as described herein, 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 B.  Exhibit B to the Gathering Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit B attached hereto.  For the avoidance of doubt, all Delivery Points set forth on Exhibit B shall be constructed and connected to the Gathering System at Gatherer’s sole cost and expense.











3.Throckmorton Delivery Point.  In the event that Gatherer fails to place the Throckmorton – Hammerhead Delivery Point into service by either of the in-service dates set forth on Exhibit B for such Throckmorton – Hammerhead Delivery Point, then, commencing on the date that the Throckmorton – Hammerhead Delivery Point is placed into either High Pressure service or low pressure service, as applicable (each, a “Throckmorton In-Service Date”), and continuing for a period equal to the number of Days from and including [***] (in the case of High Pressure service) or [***] (in the case of low pressure service), as applicable, until and ending on the applicable Throckmorton In-Service Date, Producer shall receive a credit on each Month’s invoice equal to [***]for each Dth of Gas tendered by Producer on each Day during such Month.
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]


-2-









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


	
	
	RICE DRILLING B LLC

	 

	By: /s/ Gary E. Gould                              

	Name: Gary E. Gould                             

	Its: COO                                                  

	 

	ALPHA SHALE RESOURCES LP

	By: ALPHA SHALE HOLDINGS LLC,

	       its General Partner

	 

	By: /s/ Gary E. Gould                              

	Name: Gary E. Gould                              

	Title: COO                                               

	 

	RM PARTNERS, LP

	By: EQM MIDSTREAM

	       MANAGEMENT, LLC, its General

	       Partner

	 

	By: /s/ Paul Kress                                   

	Name: Paul Kress                                   

	Title: VP                                                 


















[Signature Page to Second Amendment to Gas Gathering and Compression Agreement]




-3-








EXHIBIT B 
 
DELIVERY POINTS




	
					
	System Name
	Deliver Point Name
	Downstream Pipeline
	In-Service Date
	Maximum Daily Quantity (Dth/Day)

	Mojo
	Mojo
	TCO
	Effective Date
	[***]

	 
	 
	 
	 
	 

	Denex
	California
	DTI
	Effective Date
	[***]

	 
	Maverick
	M3
	Effective Date
	[***]

	 
	Tombstone
	TETCO
	Effective Date
	[***]

	 
	Jaybird
	ETRN - H148
	Effective Date
	[***]

	 
	Brova
	ETRN - M78
	Effective Date
	[***]

	 
	Kryptonite
	TCO
	Effective Date
	[***]

	 
	 
	 
	 
	 

	ASR/Whipkey
	Steinmiller
	DTI
	Effective Date
	[***]

	 
	Tau
	TCO
	Effective Date
	[***]

	 
	Upsilon
	TCO
	Effective Date
	[***]

	 
	Rawhide
	TETCO
	Effective Date
	[***]

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	Leather Jacket
	Cygrymus
	DTI
	Effective Date
	[***]

	 
	 
	 
	 
	 

	Windridge
	Windridge
	TETCO
	Effective Date
	[***]

	 
	 
	 
	 
	 

	Blue Jacket
	Rogersville
	TETCO
	Effective Date
	[***]

	 
	 
	 
	 
	 

	Yellow Jacket
	Waynesburg
	TETCO
	Effective Date
	[***]

	 
	 
	 
	 
	 

	Beta
	Bambino
	TETCO
	2018
	[***]

	 
	 
	 
	 
	 

	Throckmorton
	Throckmorton
	DTI
	Effective Date
	[***]

	Throckmorton
	 
	Hammerhead
	1/1/2020
	[***]




*[***]
**[***]














EXHIBIT C


GATHERING SYSTEM


[attached]


[***]