Exhibit 10.1


 


FIRST AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT


 


March 30, 2020


 


THIS FIRST AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is by and among EQM Midstream Partners, LP,
a Delaware limited partnership (the “Borrower”), the Lenders party hereto (collectively, the “Approving
Lenders”) and Wells Fargo Bank, National Association, in its capacity as Administrative Agent (the “Administrative
Agent”), Swing Line Lender, and an L/C Issuer under that certain Third Amended and Restated Credit Agreement, dated as of
October 31, 2018 (the “Credit Agreement”), by and among the Borrower, the Approving Lenders, any other Lenders
from time to time party thereto, the Administrative Agent and any other Persons named therein. Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement, as amended by this Amendment.


 


WHEREAS, the Borrower
has requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement as more fully described
herein; and


 


WHEREAS, the Approving
Lenders and the Administrative Agent have agreed to such amendments on the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.                 
Amendments to the Credit Agreement. Effective automatically and immediately (the
 “Effective Time”), so long as the conditions precedent set forth in Section 2 of this Amendment have
been satisfied (or waived in writing by the Administrative Agent and the Approving Lenders), the parties hereto agree that the
Credit Agreement is hereby amended as follows:


 


a)        
The following definitions are hereby added to Section 1.01 of the Credit Agreement
in the appropriate alphabetical order:


 


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b).


 


“Covered
Party” has the meaning specified in Section 10.25.


 






     


     


    

 


“Credit
Letter Agreement” means that certain Letter Agreement, dated as of February 26, 2020, by and between EQT Corporation,
a Pennsylvania corporation, and the Borrower.


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 


“Deferred
Revenue Adjustment” means, as to any applicable period, an aggregate net amount determined by the Borrower in good faith
equal to the difference between the amount of revenue recognized with respect to all contractual performance obligations and the
amount of consideration received with respect to all contractual performance obligations. Upon the reasonable request of the Administrative
Agent, the Borrower shall provide the Administrative Agent with supporting documentation for its calculation of the Deferred Revenue
Adjustment.


 


“ETRN”
means Equitrans Midstream Corporation, a Pennsylvania corporation.


 


“Eureka”
means Eureka Midstream Holdings, LLC, a Delaware limited liability company, any successor thereof and any Subsidiary thereof.


 


“First
Amendment” means the First Amendment to Credit Agreement, dated March 30, 2020, by and among the Borrower, the Lenders
party thereto, the Administrative Agent and any other Persons party thereto.


 


“First
Amendment Effective Date” means March 30, 2020.


 


“Gas
Gathering Agreement” means that certain Gas Gathering and Compression Agreement, dated as of February 26, 2020, by and
among EQT Corporation, a Pennsylvania corporation, EQT Production Company, a Pennsylvania corporation, Rice Drilling B LLC, a Delaware
limited liability company, EQT Energy, LLC, a Delaware limited liability company, and EQM Gathering Opco, LLC, a Delaware limited
liability company, as amended, restated, supplemented, modified, waived or replaced from time to time.


 


“Intercompany
Loan Agreement” means that certain Loan Agreement, dated as of March 3, 2020, by and between the Borrower, as lender,
and ETRN, as borrower, as amended, restated, supplemented, modified, waived or replaced from time to time.


 


“Merger
Agreement” means that certain Agreement and Plan of Merger, dated as of February 26, 2020, by and among ETRN, the Borrower
and the other Persons party thereto, as amended, restated, supplemented, modified, waived or replaced from time to time.


 






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“MVP
Project” means that certain Qualified Project referred to as the “MVP Project” in that certain letter agreement
with respect to Qualified Project EBITDA Adjustments, dated as of October 25, 2019, by and between the Borrower and the Administrative
Agent.


 


“Partnership
Restructuring Event” has the meaning given to such term in the Partnership Agreement.


 


“Partnership
Rollup Event” has the meaning given to such term in the Partnership Agreement.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning specified in Section 10.25.


 


“Resolution
Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Share
Purchase Agreements” means (i) that certain Share Purchase Agreement, dated as of February 26, 2020, by and between EQT
Corporation, a Pennsylvania corporation, and ETRN, pursuant to which ETRN agreed to purchase Equity Interests in ETRN from EQT
Corporation in exchange for cash and (ii) that certain Share Purchase Agreement, dated as of February 26, 2020, by and between
EQT Corporation and ETRN, pursuant to which ETRN agreed to purchase Equity Interests in ETRN from EQT Corporation in exchange for
a promissory note issued by ETRN in favor of EQT Corporation and which promissory note was assigned to the Borrower, in each case,
as amended, restated, supplemented, modified, waived or replaced from time to time.


 


“Specified
Transactions” means (i) the negotiation, execution and delivery of, and the consummation of the transactions under, the
Merger Agreement, (ii) the negotiation, execution and delivery of each of the Gas Gathering Agreement, the Intercompany Loan Agreement,
the Share Purchase Agreements, the letter agreement described in clause (i) of the definition of Water Services Transaction below
and any similar agreement described in clause (ii) of such definition, and the Credit Letter Agreement, and (iii) the negotiation,
execution and delivery of, and the consummation of the transactions under, any documentation governing a transaction permitted
by Sections 7.01, 7.05 (including any Partnership Rollup Event or Partnership Restructuring Event), 7.08 or
7.09, in each case, together with any amendments, restatements, supplements, modifications, waivers or replacements to any
of the foregoing.


 


“Supported
QFC” has the meaning specified in Section 10.25.


 






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“Term
Loan Agreement” means that certain Term Loan Agreement, dated as of August 16, 2019, by and among the Borrower, as borrower,
Toronto Dominion (Texas) LLC, as administrative agent, the lenders party thereto and any other parties thereto as amended, restated,
amended and restated, supplemented, refinanced, replaced or otherwise modified from time to time.


 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time
to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution.


 


“U.S.
Special Resolution Regimes” has the meaning specified in Section 10.25.


 


“Water
Services Transaction” means (i) the transactions contemplated by that certain letter agreement, dated as of February
26, 2020, by and between affiliates of EQT Corporation, a Pennsylvania corporation, and certain Subsidiaries of the Borrower concerning
the procurement, storage, transportation and/or supply of fresh and produced water and (ii) any other material procurement, storage,
transport, and/or supply agreement for fresh and produced water, together with any amendments, restatements, supplements, modifications,
waivers or replacements to any of the foregoing.


 


b)            
The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended as follows:


 


		(i)	by replacing the “Pricing Grid” in its entirety with the following “Pricing Grid”:



 


PRICING GRID


 


	Pricing Level	Public Debt Ratings

S&P/Moody’s/Fitch	Commitment Fee	Eurodollar Rate	Letters of Credit	Base Rate
	1	BBB+/Baa1/BBB+ or higher	0.125%	1.125%	1.125%	0.125%
	2	BBB/Baa2/BBB	0.150%	1.250%	1.250%	0.250%
	3	BBB-/Baa3/BBB-	0.200%	1.375%	1.375%	0.375%


 


 






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	4	BB+/Ba1/BB+	0.300%	1.750%	1.750%	0.750%
	5	BB/Ba2/BB	0.350%	2.000%	2.000%	1.000%
	6	BB-/Ba3/BB-	0.400%	2.375%	2.375%	1.375%
	7	B+/B1/B+ or lower or unrated by S&P and Moody’s	0.500%	2.750%	2.750%	1.750%



 


		(ii)	by amending and restating the fourth sentence under the defined term “Public Debt Ratings” to read in its entirety
as follows:



 


In the event that the Borrower does
not have a Public Debt Rating from at least one of S&P or Moody’s, then the Applicable Rate shall be calculated at “Pricing
Level 7” on the “Pricing Grid” above.


 


		(iii)	by adding a final sentence under the defined term “Public Debt Ratings” to read in its entirety as follows:



 


For the avoidance of doubt, the pricing
level in effect on the First Amendment Effective Date shall be “Pricing Level 5” on the “Pricing Grid”
above.


 


c)                 
The definition of “Bail-In Action” in Section 1.01 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect
of any liability of an Affected Financial Institution.


 


d)                 
The definition of “Bail-In Legislation” in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


 


“Bail-In
Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the
European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA
Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United
Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable
in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions
or their affiliates (other than through liquidation, administration or other insolvency proceedings).


 


e)                 
The definition of “Capital Lease” in Section 1.01 of the Credit Agreement is hereby amended by replacing
the reference therein to “capital lease” with “finance lease”.


 






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f)              
The definition of “Change of Control” in Section 1.01 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:


 


“Change
of Control” means (a) the failure of the Borrower to own, directly or indirectly, 100% of the Capital Stock of Equitrans,
L.P. or (b) except in connection with a transaction permitted by and consummated in accordance with Section 7.05(iv), (i)
the failure of ETRN to own, directly or indirectly, a majority of the Voting Stock of the General Partner, or (ii) the failure
of the General Partner to be the general partner of, and to Control, the Borrower.


 


g)            
The definition of “Commercial Operation Date” in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


 


“Commercial
Operation Date” means, as context may require, the date on which a Qualified Project is scheduled to be or is actually
substantially complete and commercially operable or, at the option of the Borrower, (a) with respect to a Qualified Project (other
than the MVP Project) of any Designated Joint Venture, a later date reasonably agreed by the Borrower and the Administrative Agent
in light of the anticipated timing of dividends and distributions from such Designated Joint Venture (but in any event no later
than the end of the first full fiscal quarter after such a Qualified Project is substantially complete and commercially operable)
and (b) with respect to the MVP Project, December 31, 2020 or a later date reasonably agreed by the Borrower and the Administrative
Agent (acting on the direction of the Required Lenders).


 


h)           
The definition of “Compliance Certificate” in Section 1.01 of the Credit Agreement is hereby amended
and restated to read in its entirety as follows:


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit C or such other form reasonably acceptable to the Administrative
Agent.


 


i)             
The definition of “Consolidated Debt” in Section 1.01 of the Credit Agreement is hereby amended by adding
the word “consolidated” immediately prior to the first instance of the word “Debt” in such definition.


 


j)              
The definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


 


“Consolidated
EBITDA” means, for any period, subject to Section 1.03(c), an amount equal to (a) Consolidated Net Income
for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, the aggregate
amount of (i) taxes based on or measured by income, (ii) Consolidated Interest Charges, (iii) transaction expenses incurred
for such period related to (A) the execution and delivery of this Agreement and any amendments, supplements, modifications,
refinancings or replacements


 






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thereto (including,
without limitation, financing fees and expenses), (B) the execution and delivery of the Term Loan Agreement and any amendments,
supplements, modifications, refinancings or replacements thereto (including, without limitation, financing fees and expenses),
(C) the Specified Transactions, (D) any Qualified Acquisition and (E) any other debt incurrence permitted under Section 7.09,
provided, that, no such transaction expenses incurred after the First Amendment Effective Date that exceed $10 million,
in the aggregate, shall be added pursuant to this clause (iii), and (iv) depreciation and amortization expense plus (c)
the amount of cash dividends and cash distributions earned in such period by the Borrower and its Subsidiaries on a consolidated
basis from (i) unconsolidated subsidiaries of the Borrower or other Persons and (ii) Designated Joint Ventures, provided that
the amount of cash dividends and cash distributions earned in such period from Designated Joint Ventures formed, designated or
otherwise acquired after the First Amendment Effective Date and added pursuant to this clause (c)(ii) shall not exceed, in the
aggregate twenty-five percent (25%) of the total actual Consolidated EBITDA for such period (which total actual Consolidated EBITDA
shall be determined before giving effect to the inclusion of any such amounts from such Designated Joint Ventures) plus
(d) the amount collected during the period from finance lease arrangements with Affiliates to the extent not already recognized
in Consolidated Net Income plus (e) non-cash long term compensation expenses plus (f) to the extent the aggregate
Deferred Revenue Adjustment as determined by the Borrower resulted from an excess of consideration received over the amount of
revenue recognized, which would have had the effect of reducing Consolidated Net Income for such period, the aggregate Deferred
Revenue Adjustment minus (g) to the extent included in determining Consolidated Net Income for such period, other income
and equity in earnings from unconsolidated subsidiaries of the Borrower minus (h) any amounts previously added to Consolidated
EBITDA pursuant to clause (e) above during a prior period to the extent they are paid in cash during the current period minus
(i) to the extent the aggregate Deferred Revenue Adjustment as determined by the Borrower resulted from an excess of revenue
recognized over the amount of consideration received, which would have had the effect of increasing Consolidated Net Income for
such period, the aggregate Deferred Revenue Adjustment.


 


k)           
The definition of “Consolidated Net Tangible Assets” in Section 1.01 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:


 


“Consolidated
Net Tangible Assets” means, at any date of determination, the total amount of consolidated assets of the Borrower and
its Subsidiaries minus the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other
like intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the
Borrower and its Subsidiaries for the most recently completed fiscal quarter for which financial statements have been or are required
to be 


 






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delivered pursuant to Section 6.01(a) or Section 6.01(b), in accordance with GAAP.


 


l)             
The definition of “Consolidated Subsidiaries” in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


 


“Consolidated
Subsidiaries” means, at any date, any Subsidiary or other entity, the accounts of which would be consolidated with those
of the Borrower in its consolidated financial statements if such statements were prepared as of such date. Notwithstanding the
above, it is understood and agreed that a Designated Joint Venture, upon consummation of the assumption or acquisition by the Borrower
or any of its Subsidiaries of membership interests or other interests in such Designated Joint Venture, will not be considered
to be a Consolidated Subsidiary for purposes of this Agreement whether or not it is required to be consolidated by GAAP; provided,
that for the purposes of Sections 5.04(c), 6.01(a) and 6.01(b), “Consolidated Subsidiaries” shall
include such Designated Joint Venture if and to the extent required to be consolidated by GAAP; provided further, that in
such instances, the Borrower will provide such financial information for such Designated Joint Venture to the Lenders as the Lenders
shall reasonably request to enable the Lenders to verify what adjustments were made by the Borrower to Consolidated Debt, Consolidated
EBITDA and other consolidated amounts in order to exclude such Designated Joint Venture in calculating compliance with Section
7.02 of this Agreement.


 


m)          
The definition of “Debt” in Section 1.01 of the Credit Agreement is hereby amended by amending and restating
clauses (a) and (d) in their entirety to read as follows:


 


		(a)	all obligations of such Person for borrowed money and all obligations of such Person evidenced
by bonds, debentures, notes, loan agreements or other similar instruments (provided that, at no time shall surety bonds, performance
bonds or similar instruments be included within this clause (a) except to the extent of a reimbursement obligation then
outstanding);



 


		(d)	debt (excluding at any time (i) prepaid interest thereon
and (ii) surety bonds, performance bonds or similar instruments to the extent there is not a reimbursement obligation then outstanding)
secured by a Lien on property owned or being purchased by such Person (including debt arising under conditional sales or other
title retention agreements), whether or not such debt shall have been assumed by such Person or is limited in recourse;



 


n)             
The definition of “Designated Joint Venture” in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


 






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“Designated
Joint Venture” means, (a) Mountain Valley Pipeline, (b) Eureka, (c) if so elected by the Borrower, with the prior written
consent of the Administrative Agent, one or more of Borrower’s non-wholly owned subsidiaries, whether owned on the Closing
Date or created or acquired after the Closing Date and (d) any direct or indirect subsidiary of any Designated Joint Venture under
clause (a), (b) or (c) of this definition while such election is in effect (it being understood and agreed
that, for the avoidance of doubt, if any Designated Joint Venture under clause (a), (b) or (c) of this definition
(i) would be a wholly-owned Subsidiary of the Borrower but for its status as a Designated Joint Venture, the Borrower may make
an election to designate such Designated Joint Venture as a Subsidiary (it being further understood and agreed that the Borrower
may not subsequently elect to re-designate a wholly-owned Subsidiary as a Designated Joint Venture) or (ii) would cease to have
any direct or indirect ownership retained by the Borrower, such entity shall, automatically and without further notice or other
action, cease to be a Designated Joint Venture for all purposes under this Agreement).


 


o)            
The definition of “Fee Letters” in Section 1.01 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:


 


“Fee
Letters” means, collectively, (i) the fee letter agreement, dated October 9, 2018 among the Borrower and Wells Fargo,
(ii) the fee letter agreement, dated October 9, 2018 among the Borrower, Wells Fargo, Wells Fargo Securities, LLC, PNC Capital
Markets, LLC and PNC Bank, (iii) the fee letter agreement, dated as of March 30, 2020 between the Borrower, Wells Fargo and Wells
Fargo Securities, LLC, and (iv) with respect to an L/C Issuer, any additional fee letter agreement between it and the applicable
Borrower with respect to Letters of Credit issued hereunder by such L/C Issuer.


 


p)            
The definition of “General Partner” in Section 1.01 of the Credit Agreement is hereby amended and restated
in its entirely to read as follows:


 


“General
Partner” means EQGP Services, LLC, a Delaware limited liability company (including any permitted successors and assigns
under the Partnership Agreement) or any other Person that becomes the general partner of the Borrower so long as such Person is
a Subsidiary of ETRN.


 


q)            
The definition of “Material Subsidiary” in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


 


“Material
Subsidiary” means any Domestic Subsidiary of Borrower for which (i) its assets and the assets of its consolidated
Subsidiaries comprise more than 5% of the assets of the Borrower and its Consolidated Subsidiaries, or (ii) its revenue and
the revenue of its consolidated Subsidiaries comprise more than 5% of the revenue of the Borrower and its 


 






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Consolidated
Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP as of the end of the most recent fiscal
year.


 


r)             
The definition of “Partnership Agreement” in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirely to read as follows:


 


“Partnership
Agreement” means the Fourth Amended and Restated Agreement of Limited Partnership of the Borrower dated as of April 10,
2019 among the General Partner, Equitrans Gathering Holdings, LLC, EQM GP Corporation and Equitrans Midstream Holdings, LLC, together
with any other Persons (as defined therein) who are or who become Partners (as defined therein) in the Borrower or parties thereto
as provided therein, as amended through the First Amendment Effective Date and as further amended, restated, amended and restated,
or otherwise modified from time to time in a manner not prohibited by this Agreement.


 


s)            
The definition of “Permitted Transferee” in Section 1.01 of the Credit Agreement is hereby deleted in
its entirety.


 


t)            
The definition of “Subsidiary” in Section 1.01 of the Credit Agreement is hereby amended by amending
and restating the third sentence thereof in its entirety to read as follows:


 


Notwithstanding the above, it is
understood and agreed that a Designated Joint Venture shall not be a “Subsidiary” of the Borrower for purposes of this
Agreement (subject to the parenthetical at the end of the definition of “Designated Joint Venture”).


 


u)            
The definition of “Write-Down and Conversion Powers” in Section 1.01 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:


 


“Write-Down
and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers
of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability
of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument
is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of
the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.


 


v)            
Section 1.03(c)(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 






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(i)       For
purposes of calculating compliance with the financial covenant set forth in Section 7.02, Consolidated EBITDA, Consolidated
Interest Charges and Consolidated Debt shall be calculated on a pro forma basis as if any Acquisition or Material Disposition occurring
during the period referenced in clause (b) of the definition of Consolidated Leverage Ratio in Section 1.01 had been
consummated at the beginning of such period.


 


w)           
Section 2.18 of the Credit Agreement is hereby amended by amending and restating the first sentence of clause (a)
in its entirety to read as follows:


 


The Borrower
may, from time to time, upon notice to the Administrative Agent (which shall promptly notify the Lenders), request a one-year extension
of the Maturity Date then in effect; provided that not more than two such extensions shall be effected.


 


x)            
Section 5.04(c) of the Credit Agreement is hereby amended by replacing references therein to “the Borrower
and its Consolidated Subsidiaries” with “the Borrower and its Consolidated Subsidiaries (or, if applicable, ETRN and
its consolidated subsidiaries)”.


 


y)            
Section 5.20 of the Credit Agreement is hereby amended by replacing references therein to “EEA” with
 “Affected”.


 


z)            
Section 6.01 of the Credit Agreement is hereby amended by


 


		(i)	amending and restating clauses (a) and (b) in their entirety to read as follows:



 


(a)       as
soon as available, and in any event within the earlier of (i) ninety (90) days after the end of each fiscal year of the
Borrower and (ii) five (5) days after such information is required to be filed with the SEC, a consolidated balance sheet of
the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of
operations, cash flows and changes in equity for such fiscal year, setting forth in each case in comparative form (to the
extent applicable and, in any event, without requiring restatements for discontinued operations) the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion
of an independent certified public accountant of nationally recognized standing selected by the Borrower, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any
 “going concern” or like qualification or exception or any qualification or exception as to the scope of such
audit. Notwithstanding the foregoing, after the “effective time” (however denominated with respect to the closing
of the relevant transactions) under the Merger Agreement, the obligations set


 






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 forth in this Section 6.01(a) may be
satisfied with respect to the delivery of financial statements of the Borrower and its Consolidated Subsidiaries by
furnishing to the Administrative Agent and each Lender: (A) a consolidated balance sheet of ETRN (or another public parent of
the Borrower) and its consolidated subsidiaries as of the end of such fiscal year and the related consolidated statements of
operations, cash flows and changes in equity for such fiscal year, setting forth in each case in comparative form the figures
for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a
report and opinion of an independent certified public accountant of nationally recognized standing selected by ETRN (or such
other public parent of the Borrower), which report and opinion shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit and (B) supplemental information reasonably available to the
Borrower that explains in reasonable detail the differences between the information relating to ETRN (or such other public
parent of the Borrower) and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and
its Consolidated Subsidiaries, on the other hand. If the financial statements of ETRN are used for this purpose, the delivery
timeline in the first clause (ii) above shall be deemed to mean five (5) days after such information is required to be filed
with the SEC with respect to ETRN (or such other public parent of the Borrower);


 


(b)       as
soon as available, and in any event within the earlier of (i) forty-five (45) days after the end of each of the first three
quarters of each fiscal year of the Borrower beginning with the fiscal quarter ended March 31, 2019 and (ii) five (5) days
after such information is required to be filed with the SEC, a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of operations and cash flows
for such quarter and for the portion of the Borrower’s fiscal year ended at the end of such quarter, setting forth in
the case of such statements of operations and cash flows, in comparative form (to the extent applicable and, in any event,
without requiring restatements for discontinued operations) the figures for the corresponding quarter and the corresponding
portion of the Borrower’s previous fiscal year, all certified (subject to normal year-end adjustments and the absence
of footnotes) as to fairness of presentation, conformity to GAAP and consistency by the chief financial officer or the chief
accounting officer of the General Partner, on behalf of the


 






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 Borrower. Notwithstanding the foregoing, after the
 “effective time” (however denominated with respect to the closing of the relevant transactions) under the Merger
Agreement, the obligations set forth in this Section 6.01(b) may be satisfied with respect to the delivery of financial
statements of the Borrower and its Consolidated Subsidiaries by furnishing to the Administrative Agent and each Lender: (A) a
consolidated balance sheet of ETRN (or another public parent of the Borrower) and its consolidated subsidiaries as of the end
of such quarter and the related consolidated statements of operations and cash flows for such quarter and for the portion of
ETRN’s (or such other public parent of the Borrower’s) fiscal year ended at the end of such quarter, setting
forth in the case of such statements of operations and cash flows, in comparative form the figures for the corresponding
quarter and the corresponding portion of ETRN’s (or such other public parent of the Borrower’s) previous fiscal
year, all certified (subject to normal year-end adjustments and the absence of footnotes) as to fairness of presentation,
conformity to GAAP and consistency by the chief financial officer or the chief accounting officer of ETRN (or such other
public parent of the Borrower) and (B) supplemental information reasonably available to the Borrower that explains in
reasonable detail the differences between the information relating to ETRN (or such other public parent of the Borrower) and
its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its Consolidated
Subsidiaries, on the other hand. If the financial statements of ETRN (or such other public parent of the Borrower) are used
for this purpose, the delivery timeline in the first clause (ii) above shall be deemed to mean five (5) days after such
information is required to be filed with the SEC with respect to ETRN (or such other public parent of the Borrower);


 


(ii) amending
the first paragraph appearing in the flush portion of Section 6.01 of the Credit Agreement to (a) add “, ETRN’s
website on the Internet at the website provided to the Administrative Agent (which as of the First Amendment Effective Date is
https://www.equitransmidstream.com) or another website provided to the Administrative Agent in a notice from the Borrower”
immediately after the reference to “Schedule 10.02” appearing therein, (b) striking “(i)” and (c) striking
 “, and (ii) on which the Borrower notifies (which may be facsimile or electronic mail) the Administrative Agent and each
Lender of the posting of any such documents”.


 


aa)             
Section 6.03(b) of the Credit Agreement is hereby amended by replacing the reference therein to “EQT Corporation
and its Subsidiaries or a Permitted Transferee” with “ETRN”.


 






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bb)          
Section 7.01 of the Credit Agreement is hereby amended by amending and restating each of clauses (l), (m), and (x)
in their entirety to read as follows:


 


(l)       Liens,
if any and at any time, in favor of the Administrative Agent or any Lender securing, or constituting a set-off right in respect
of, any of the Obligations or any Cash Collateral required under the Loan Documents;


 


(m)     (i)     Liens
on “Incremental Term Loan Cash Collateral” securing only “Incremental Term Loans” and (ii) setoff rights
at any time provided under the Term Loan Agreement or any other financing permitted hereunder;


 


(x)       Liens
not otherwise permitted by the foregoing clauses of this Section securing Debt or other obligations not to exceed in the aggregate
an amount equal to 5% of Consolidated Net Tangible Assets at the time of creation, incurrence, assumption or imposition of such
Lien; and


 


cc)          
Section 7.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


7.02       Financial
Covenant. The Borrower will not permit the Consolidated Leverage Ratio, as at the end of each fiscal quarter of the Borrower,
to be anything other than as set forth in the table below:


 


	Fiscal Quarter	Consolidated Leverage Ratio
	Each fiscal quarter ending prior to the First Amendment Effective Date	Less than or equal to 5.00 to 1.00
	Each fiscal quarter ending on and after the First Amendment Effective Date and on or prior to March 31, 2021	Less than or equal to 5.75 to 1.00
	Each fiscal quarter ending on and after June 30, 2021 and on or prior to December 31, 2021	Less than or equal to 5.50 to 1.00
	Each fiscal quarter ending on and after March 31, 2022 and on or prior to December 31, 2022	Less than or equal to 5.25 to 1.00
	Each fiscal quarter ending on and after March 31, 2023	Less than or equal to 5.00 to 1.00



 






    14


     


    

 


provided,
that subsequent to the consummation of a Qualified Acquisition (including a Qualified Acquisition consummated prior to the First
Amendment Effective Date), the maximum Consolidated Leverage Ratio permitted with respect to each of the first three consecutive
quarters ending following such Qualified Acquisition shall be increased by 0.50; provided, further, that the maximum
Consolidated Leverage Ratio permitted with respect to any of such first three consecutive fiscal quarters ending following such
Qualified Acquisition shall not exceed the greater of (x) 5.50 to 1.00 and (y) the maximum Consolidated Leverage Ratio for such
fiscal quarter specified in the table above.


 


dd)             
Section 7.03 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 





7.03       Transactions
with Affiliates. Borrower will not, and will not permit any Subsidiary to, directly or indirectly, pay any funds to or
for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible,
to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate unless any such
transactions between the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate
(other than another Subsidiary) on the other hand, shall be on an arm’s length basis and on terms no less favorable to
the Borrower or such Subsidiary than could have been obtained from a third party who was not an officer, director, employee
or Affiliate (other than another Subsidiary); provided, that the foregoing provisions of this Section shall not (a) prohibit
the Borrower and each Subsidiary from declaring or paying any lawful dividend or distribution otherwise permitted hereunder,
(b) prohibit the Borrower or a Subsidiary from providing credit support for its Subsidiaries as it deems appropriate in the
ordinary course of business, (c) prohibit the Borrower or a Subsidiary from engaging in a transaction or transactions that
are not on an arm’s length basis or are not on terms as favorable as could have been obtained from a third party,
provided that such transaction or transactions occurs within a related series of transactions, which, in the aggregate, are
on an arm’s length basis and are on terms as favorable as could have been obtained from a third party, (d) prohibit the
Borrower or a Subsidiary from engaging in non-material transactions with any officer, director, employee or Affiliate that
are not on an arm’s length basis or are not on terms as favorable as could have been obtained from a third party but
are in the ordinary course of the Borrower’s or such Subsidiary’s business, so long as, in each case, after
giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) prohibit the Borrower and
its Subsidiaries from entering into a definitive agreement with respect to or effecting (i) a Partnership Restructuring Event
and the transactions related thereto or (ii) a Partnership Rollup Event or a Drop-Down Acquisition with ETRN, any of its
Subsidiaries or any of its or their respective Affiliates and the transactions related thereto, and in each case shall not
prohibit the


 






    15


     


    

 


 performance by any Person party thereto of their obligations thereunder, (f) prohibit any corporate sharing
agreements with respect to tax sharing and general overhead and administrative matters, (g) prohibit the Borrower or any of
its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the conflicts
committee of the General Partner, (h) prohibit transactions between the Borrower or any Subsidiary or Designated Joint
Venture, on the one hand, and any Subsidiary or Designated Joint Venture, on the other hand, that are on terms and conditions
reasonably fair to the Borrower in all material respects in the good faith judgment of the Borrower, (i) prohibit
transactions involving any employee benefit plans or related trusts and (j) prohibit the payment of reasonable compensation,
fees and expenses (as determined by the Borrower) to, and indemnity provided on behalf of, the General Partner and directors,
employees and officers of the General Partner, the Borrower or any Subsidiary.


 


ee)             
Section 7.05 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 




7.05.       Mergers and Fundamental Changes. Borrower will not, nor will it permit any of
its Subsidiaries to, (a) enter into any transaction of merger or (b) consolidate, liquidate, wind up or dissolve itself (or suffer
any liquidation or dissolution); provided, that: (i) a Person (including a Subsidiary of the Borrower but not the Borrower)
may be merged or consolidated with or into the Borrower so long as (A) the Borrower shall be the continuing or surviving entity,
(B) no Default or Event of Default shall exist or be caused thereby, and (C) the Borrower remains liable for its obligations under
this Agreement and all the rights and remedies hereunder remain in full force and effect, (ii) a Subsidiary of the Borrower may
merge with or into another Subsidiary of the Borrower or any other Person, (iii) any Subsidiary of the Borrower may liquidate,
wind up or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the
Borrower and is not materially disadvantageous to the Lenders and (iv) the Borrower may enter into a definitive agreement with
respect to or effecting a Partnership Rollup Event or a Partnership Restructuring Event or otherwise merge with or into ETRN or
any Subsidiary thereof, so long as (A) no Default or Event of Default shall exist or be caused thereby, (B) the Borrower continues
in existence or the surviving entity assumes the Borrower’s obligations under this Agreement pursuant to an agreement reasonably
satisfactory to the Administrative Agent, (C) the Borrower continues in existence or the surviving entity has an Investment Grade
Rating, and (D) the Lenders have, to the extent reasonably requested prior to the closing of such transaction, satisfied reasonably
required “know your customer” diligence on any counterparty in connection with such transaction.


 




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ff)           
Section 7.08 of the Credit Agreement is hereby amended by replacing the first word thereof with “Except in
the case of a Partnership Rollup Event or a Partnership Restructuring Event, the”.


 


gg)          
Section 7.09 of the Credit Agreement is hereby amended by:


 


(i) deleting the “and” appearing
at the end of clause (g);


 


(ii) amending
and restating clause (h) in its entirety to read as follows:


 


(h)       other
Debt of the Subsidiaries of the Borrower so long as, after giving effect to the incurrence of such Debt, the aggregate outstanding
principal amount of all such Debt outstanding under this clause (h) does not exceed 5% of Consolidated Net Tangible Assets at the
time of incurrence; and


 


(iii) adding
clause (i) to read in its entirety as follows:


 


(i)             
any Debt of a direct or indirect Subsidiary of the Borrower to the Borrower or any other direct or indirect Subsidiary of
the Borrower in connection with intercompany arrangements.


 


hh)             
Section 7.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


7.10.       Changes
in Fiscal Year; Organization Documents. The Borrower shall not (a) make changes to its (i) fiscal year or (ii) Organization
Documents, which, in either case, would reasonably be expected to have a Material Adverse Effect or (b) change the definitions
of “Partnership Rollup Event” or “Partnership Restructuring Event” in the Partnership Agreement in a manner
materially adverse to the Lenders.


 


ii)                
A new Section 7.11 of the Credit Agreement is hereby added as follows:


 


7.11.       Burdensome
Agreements. Neither the Borrower nor any Subsidiary shall enter into any Contractual Obligation that limits the ability (i) of
any Subsidiary to make cash dividends or other distributions to the Borrower or to otherwise transfer property to the Borrower,
(ii) of any Subsidiary to Guarantee the Obligations or (iii) of the Borrower or any Subsidiary to create, incur, assume
or suffer to exist Liens on property of such Person to secure the Obligations, other than, in each case, any such limitation existing
under or by reason of:


 


(a)        this
Agreement or any other Loan Document;


 


(b)        applicable
Laws;


 






    17


     


    

 


(c)       any
Contractual Obligation outstanding on the First Amendment Effective Date;


 


(d)       any
Contractual Obligation (i) governing property existing at the time of the acquisition thereof, so long as the limitation related
only to such property or (ii) of any Subsidiary existing at the time such Subsidiary was merged or consolidated with or into, or
acquired by the Borrower or a Subsidiary of the Borrower, or otherwise became a Subsidiary of the Borrower, in each case not created
in contemplation of such acquisition, merger or consolidation or otherwise becoming a Subsidiary of the Borrower;


 


(e)       customary
non-assignment provisions entered into in the ordinary course of business;


 


(f)       restrictions
on cash or other deposits or on net worth (or other measure of creditworthiness) imposed by customers, suppliers, landlords or
tenants under Contractual Obligations entered into in the ordinary course of business;


 


(g)       any
Contractual Obligation related to any Debt or any Lien not prohibited by this Agreement;


 


(h)       any
Contractual Obligation related to any sale, transfer or other Disposition of a Subsidiary or any other property not prohibited
by this Agreement pending the consummation of such sale, transfer or other Disposition; provided that such restrictions
and conditions apply only to such Subsidiary or such other property that is the subject of such sale, transfer or other Disposition;


 


(i)       any
Contractual Obligation related to preferred equity interests issued by the Borrower, any Subsidiary of the Borrower, or any direct
or indirect parent of any of the foregoing, or the payment of dividends thereon in accordance with the terms thereof; provided
that (x) the issuance of such preferred equity interests is not otherwise prohibited by this Agreement and (y) the terms of such
preferred equity interests do not expressly restrict the ability of any Subsidiary to make Restricted Payments (other than requirements
to pay dividends or liquidation preferences on such preferred equity interests prior to paying any Restricted Payments);


 


(j)       
customary provisions in joint venture agreements and other similar agreements applicable to joint ventures not otherwise prohibited
by this Agreement and applicable solely to such joint venture;


 






    18


     


    

 


(k)        Contractual
Obligations related to (i) the Merger Agreement, (ii) a Partnership Restructuring Event, (iii) a Partnership Rollup Event or (iv)
another transaction permitted under Section 7.05;


 


(l)        Contractual
Obligations where the stated liability (for the avoidance of doubt, excluding any inchoate or contingent liabilities) of the Borrower
or any of its Subsidiaries under such Contractual Obligations does not exceed $25,000,000 per fiscal year in the aggregate at any
one time for all such Contractual Obligations;


 


(m)       customary
provisions in leases, subleases, licenses or asset sale or purchase agreements otherwise permitted by this Agreement so long as
such restrictions relate solely to the assets subject thereto;


 


(n)       customary
provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary;


 


(o)       any
Contractual Obligation (i) with respect to surety bonds, performance bonds or similar instruments, and guarantees associated therewith,
(ii) constituting an indemnity or performance obligation and guarantees associated therewith, or (iii) evidencing letters of credit
and related documentation, in each case to the extent not otherwise prohibited by this Agreement;


 


(p)       any
Contractual Obligation that is primarily commercial in nature, including but not limited to gas gathering agreements, water services
contracts, transportation agreements, procurement contracts for goods and services and other agreements or arrangements for the
purchase, sale, transportation, gathering, collection, supply, and/or storage, of natural gas or other hydrocarbons, or similar
transactions or services with respect to natural gas or other hydrocarbons; or


 


(q)       any
amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing of any restriction,
provision or Contractual Obligation otherwise permitted under this Section 7.11; provided that any such amendment, modification,
restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing is no more restrictive, when taken
as a whole, with respect to such limitations than those contained in such Contractual Obligations as in effect immediately prior
to such amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing.


 






    19


     


    

 


jj)                
Section 8.01(h) of the Credit Agreement is hereby amended by replacing the reference in clause (x) therein to “EQT
Corporation or a Permitted Transferee” with “ETRN, any direct or indirect subsidiary thereof or EQT Corporation”.


 


kk)             
Section 10.23 of the Credit Agreement is hereby amended by (i) replacing the references therein to “EEA Financial
Institution” with “Affected Financial Institution”, (ii) replacing the references therein to “an EEA Resolution
Authority” with “the applicable Resolution Authority” and (iii) replacing the reference therein to “any
EEA Resolution Authority” with “the applicable Resolution Authority”.


 


ll)                
A new Section 10.25 of the Credit Agreement is hereby added as follows:


 


10.25Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for
any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and
each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):


 


(a)             In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit
Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in
property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support
(and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the
United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a
U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or
any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan
Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the 


 






    20


     


    

 


parties with respect to a Defaulting Lender shall in
no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


mm)        
Exhibit C of the Credit Agreement is hereby amended and restated in the form attached hereto as Annex I.


 


2.                 
Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that:


 


a)                 
the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Approving
Lenders (which shall constitute the “Required Lenders” as defined in the Credit Agreement) and the Administrative Agent;


 


b)                 
the representations and warranties contained in Section 3 of this Amendment shall be true and correct in all respects
as of the Effective Time; and


 


c)                 
the Borrower shall have paid all fees and other amounts required to be paid by the Borrower on or prior to the Effective
Time pursuant to the Credit Agreement and that certain fee letter agreement, dated as of March 30, 2020 between the Borrower, Wells
Fargo and Wells Fargo Securities, LLC to the extent such fees and other amounts are invoiced to the Borrower at least three (3)
Business Days prior to the Effective Time.


 


3.                 
Representations and Warranties. The Borrower hereby represents and warrants as follows as of the Effective Time:


 


a)                 
The Borrower has taken all necessary corporate or other organizational action to authorize the execution and delivery of
this Agreement and performance of the Credit Agreement, as amended by this Agreement. Each of this Amendment and the Credit Agreement
as modified hereby constitutes the valid and binding obligation of the Borrower, enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, or similar laws of general application relating to the enforcement
of creditors’ rights; and


 


b)                 
The representations and warranties of the Borrower contained in Article V of the Credit Agreement (except the representations
and warranties in Sections 5.04(d) and 5.05 of the Credit Agreement, as to any matter which has heretofore been disclosed
in writing by the Borrower to the Lenders by written notice given to the Administrative Agent), shall be true and correct in all
material respects (provided that (i) if a representation or warranty is qualified by materiality or Material Adverse Effect, then
it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) of the Credit
Agreement is true and correct in all respects) on and as of the Effective Time (or, if such representation or warranty speaks as
of an earlier date, as of such earlier date).


 


c)                 
No Default exists immediately prior to and immediately after giving effect hereto.


 






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4.                 
Reference to and Effect on the Credit Agreement.


 


a)                 
This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Upon the effectiveness
hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference
to the Credit Agreement, as amended hereby.


 


b)                 
Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith
shall remain in full force and effect and are hereby ratified and confirmed.


 


c)                 
THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
THE PARTIES. Except with respect to the subject matter hereof and the changes contemplated hereby, the execution, delivery
and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or
any Lender, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments
and agreements executed and/or delivered in connection therewith.


 


5.                 
Governing Law; Venue; Waiver of Right to Trial by Jury; No General Partner’s Liability for Revolving Facility.
This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. Sections 10.17(b), 10.19
and 10.22 of the Credit Agreement shall apply to this Amendment, mutatis mutandis.


 


6.                 
Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.


 


7.                 
Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by
facsimile or PDF shall have the same force and effect as manual signatures delivered in person.


 


[Signature Pages Follow]


 






    22


     


    

 


IN WITNESS WHEREOF,
this Amendment has been duly executed as of the day and year first above written.


 



	 	EQM MIDSTREAM PARTNERS, LP,
 as the Borrower
	 	 	 
	 	By: EQGP Services, LLC, its general partner
	 	 	 



 


		By:	/s/ Kirk R. Oliver
		Name:  	Kirk R. Oliver
		Title:	Senior Vice President and Chief Financial Officer



 





Signature Page to First Amendment to
Credit Agreement







 






     


     


    

 


		WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line
                                                                          Lender, L/C Issuer and an Approving Lender



 


	 	 	 
		By:	/s/
Borden Tennant 




	 	Name:	Borden Tennant








	 	Title:	Vice President




 





Signature Page to First Amendment to
Credit Agreement







 






     


     


    

 










	 	PNC BANK, NATIONAL ASSOCIATION, as an Approving Lender
	 	 
	 	By:	/s/ Kyle T. Helfrich
	 	Name:	Kyle T. Helfrich
	 	Title:	Vice President



 





Signature Page to First Amendment
to Credit Agreement




 






     


     


    






	 	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as an Approving Lender
	 	 
	 	By:	/s/ Marc Graham
	 	Name:	Marc Graham
	 	Title:	Managing Director



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



  


	 	BARCLAYS BANK PLC, as an Approving Lender
	 	 
	 	By:	/s/ Sydney G. Dennis
	 	Name:	Sydney G. Dennis
	 	Title:	Director 



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



 


	 	CITIBANK, N.A., as an Approving Lender
	 	 
	 	By:	/s/ Michael Zeller
	 	Name:	Michael Zeller
	 	Title:	Vice President 



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



 


	 	GOLDMAN SACHS BANK USA, as an Approving Lender
	 	 
	 	By:	/s/ Jamie Minieri
	 	Name:	Jamie Minieri
	 	Title:	Authorized Signatory



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



 


	 	JPMORGAN CHASE BANK, N.A., as an Approving Lender
	 	 
	 	By:	/s/ Stephanie Balette
	 	Name:	Stephanie Balette
	 	Title:	Authorized Officer



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



 


	 	MUFG BANK, LTD., as an Approving Lender
	 	 
	 	By:	/s/ Kevin Sparks
	 	Name:	Kevin Sparks
	 	Title:	Director



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



 


	 	THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as an Approving Lender
	 	 
	 	By:	/s/ Michael Borowiecki
	 	Name:	Michael Borowiecki
	 	Title:	Authorized Signatory   



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



 


	 	BANK OF AMERICA, N.A., as an Approving Lender
	 	 
	 	By:	/s/ Ronald E. McKaig
	 	Name:	Ronald E. McKaig
	 	Title:	Managing Director



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



  


	 	BMO HARRIS BANK N.A., as an Approving Lender
	 	 
	 	By:	/s/ Kevin Utsey
	 	Name:	Kevin Utsey
	 	Title:	Managing Director



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



  


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an Approving Lender
	 	 
	 	By:	/s/ Nupur Kumar
	 	Name:	Nupur Kumar
	 	Title:	Authorized Signatory
	 	 	 
	 	 	 
	 	By:	/s/ Nicolas Thierry
	 	Name:	Nicolas Thierry
	 	Title:	Authorized Signatory



  








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



  


	 	DEUTSCHE BANK AG NEW YORK BRANCH, as an Approving Lender
	 	 
	 	By:	/s/ Ming K. Chu	 
	 	Name:	Ming K. Chu	 
	 	Title:	Director	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Annie Chung	 
	 	Name:	Annie Chung	 
	 	Title:	Director	 



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



  


	 	SUMITOMO MITSUI BANKING CORPORATION, as an Approving Lender
	 	 
	 	By:	/s/ Michael Maguire
	 	Name:	Michael Maguire
	 	Title:	Managing Director



  








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



  


	 	U.S. BANK NATIONAL ASSOCIATION, as an Approving Lender
	 	 
	 	By:	/s/ William S. Rogers
	 	Name:	William S. Rogers
	 	Title:	Senior Vice President



  








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



  


	 	TRUIST BANK formerly known as BRANCH BANKING AND TRUST COMPANY, as an Approving Lender
	 	 
	 	By:	/s/ Max Greer
	 	Name:	Max Greer
	 	Title:	Senior Vice President



  








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



 



	 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as an Approving Lender
	 	 
	 	By:	/s/ Donovan C. Broussard
	 	Name:	Donovan C. Broussard
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Jacob W. Lewis
	 	Name:	Jacob W. Lewis
	 	Title:	Authorized Signatory



 








Signature Page to First Amendment
to Credit Agreement




 






     


     


    



  


	 	THE HUNTINGTON NATIONAL BANK, as an Approving Lender
	 	 
	 	By:	/s/ Phil Andresen
	 	Name:	Phil Andresen
	 	Title:	Vice President



 


Signature Page to First Amendment
to Credit Agreement


 






     


     


    

 


	 	FIRST NATIONAL BANK OF PENNSYLVANIA, as an Approving Lender
	 	 
	 	By:	/s/ Robert E. Heuler
	 	Name:	Robert E. Heuler
	 	Title:	Vice Pres.



 


Signature Page to First Amendment
to Credit Agreement


 






     


     


    

 


	 	THE BANK OF NEW YORK MELLON, as an Approving Lender
	 	 
	 	By:	/s/ John T. Smathers
	 	Name:	John T. Smathers
	 	Title:	Director




 


Signature Page to First Amendment
to Credit Agreement


 















     


     


    

 


Annex I


 


Exhibit C


 


(See attached)








     


     


    

 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date: _______________,
_____


 


	To:	Wells Fargo Bank, National Association, as Administrative Agent




 


Ladies and Gentlemen:


 


Reference is made to that certain Third
Amended and Restated Credit Agreement, dated as of October 31, 2018 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein
defined), among EQM Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders from
time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer,
and the other L/C Issuers therein named.


 


The undersigned Responsible Officer hereby
certifies to the Administrative Agent and the Lenders (solely in his/her official capacity and not any individual capacity) as
of the date hereof that he/she is the ____________________________________1
of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent
on the behalf of the General Partner, acting on behalf of the Borrower, and that:


 


[Use following paragraph 1 for fiscal
year-end financial statements]


 


1.       The
[(A)]2 year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of [the Borrower / ETRN / [ • ]3]4
ended as of the above date, together with the report and opinion of an independent certified public accountant [and (B) supplemental
information that explains in reasonable detail the differences between the information relating to [ETRN / [ • ]
5]]6
and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its Consolidated Subsidiaries,
on the other hand, in each case as]7
required by such section are:


 


[select one]:


 


[attached hereto as Schedule 1]


 


-- or --


 


 


[available in electronic format and have
been delivered pursuant to Section 6.01 of the Agreement].


 






 






1
If this is a quarterly compliance certificate, it must be signed by the chief financial officer or the chief accounting officer.


 


2
Select bracketed language if the financial statements of ETRN or another public parent are being delivered to satisfy the requirements
of Section 6.01(a).


 


3
Legal name of other public parent.


 


4 Select as appropriate.


 


5
Legal name of other public parent.


 


6
Select as appropriate.


 


7
Select bracketed language if the financial statements of ETRN or another public parent are being delivered to satisfy the requirements
of Section 6.01(a).



 






     


     


    

 


[Use following paragraph 1 for fiscal quarter-end
financial statements]


 


1.       The
[(A)]8 unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter of [the Borrower/ ETRN / [ • ]
9]10
ended as of the above date [and (B) supplemental information that explains in reasonable detail the differences between the information
relating to [ETRN / [ • ] 11]12
and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its Consolidated Subsidiaries,
on the other hand, in each case as]13
required by such section are:


 


[select one]:


 


[attached hereto as Schedule 1]


 


-- or --








 


[available in electronic format and have
been delivered pursuant to Section 6.01 of the Agreement].


 


Such financial statements
fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the [Borrower
and its Consolidated Subsidiaries / ETRN and its consolidated subsidiaries / [ • ]
14 and its consolidated subsidiaries]15
in accordance with GAAP consistently applied as at such date and for such period, subject only to normal year-end audit adjustments
and the absence of footnotes.


 


2.       The
undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision,
a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered
by the financial statements referenced in paragraph 1 above.


 


3.       A
review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with
a view to determining whether during such fiscal period the Borrower performed and observed all its obligations under the Loan
Documents, and


 


[select one]:


 


[to the best knowledge of the undersigned
during such fiscal period, (a) the Borrower performed and observed each covenant and condition of the Loan Documents applicable
to it, and (b) no Default exists.]


 





 






8
Select bracketed language if the financial statements of ETRN or another public parent are being delivered to satisfy
the requirements of Section 6.01(b).


 


9
Legal name of other public parent.


 


10
Select as appropriate.


 


11
Legal name of other public parent.


 


12
Select as appropriate.


 


13
Select bracketed language if the financial statements of ETRN or another public parent are being delivered to satisfy
the requirements of Section 6.01(b).


 


14
Legal name of other public parent.


 


15
Select as appropriate.


 






     


     


    




 


--or--


 


[the following covenants or conditions
have not been performed or observed [or: the following Default exists] and the following is a list of each such Default and its
nature and status:]


 


4.       The
financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate in all material
respects as of the “Financial Statement Date” referenced above.


 


5.       Attached
hereto as Schedule 3 is a complete and accurate list as of the last day of the fiscal period referenced above of each of
the Borrower’s Subsidiaries, together with its jurisdiction of formation, and the Borrower’s direct or indirect percentage
ownership therein. As of the date hereof, each such Subsidiary is duly incorporated or formed, validly existing and in good standing
under the laws of its jurisdiction of incorporation or formation, and has all corporate or other organizational powers and all
material governmental authorizations required to carry on its business as now conducted, except where the absence of any of the
foregoing would not reasonably be expected to have a Material Adverse Effect.


 


[signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF,
the undersigned has executed this Certificate as of _______________, _____.


 


	 	EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership




 


 


	 	By: EQGP Services, LLC, its general partner, a Delaware limited liability company




 


 


	 	By:	 
	 	Name:
	 	Title:




 






     


     


    

 


Schedule 1


to the Compliance Certificate


 


Financial Statements


 


 


[select one]:


 


[See attached]


 


-- or --


 


[Available in electronic format and have been delivered pursuant
to Section 6.01 of the Agreement]








 






     


     


    

 


Schedule 2


to the Compliance Certificate

($ in 000’s)


 


 


For the Quarter/Year ended


 


___________________ (“Statement Date”)


 


Section 7.02 – Consolidated Leverage Ratio.


 


	I.	Consolidated Debt for fiscal quarter ended the Statement Date	 	 
	 	 	 	 
	 	A. 	Debt
        of the Borrower and its Subsidiaries on a consolidated basis at Statement Date:	 	$____________________
	 	 	 	 	 
	 	B.	Debt
        of the Borrower or a Subsidiary solely resulting from a pledge of the membership interests or other equity interests in a Designated
        Joint Venture owned by the Borrower or such Subsidiary securing indebtedness of such Designated Joint Venture: 	 	$____________________
	 	 	 	 	 
	 	C.	Consolidated Debt on the Statement Date
 (Lines 1.A. - 1.B.):  	 	$____________________
	 	 	 	 	 
	II.	Consolidated EBITDA for the period of four consecutive fiscal quarters ended on the Statement Date  	 	 
	 	 	 	 
	 	A. 	Consolidated Net Income for such period:  	 	$____________________
	 	 	 	 	 
	 	B.	to
        the extent deducted in determining Consolidated Net Income for such period, taxes based on or measured by income:   	 	$____________________
	 	 	 	 	 
	 	C. 	to
        the extent deducted in determining Consolidated Net Income for such period, Consolidated Interest Charges:  	 	$____________________
	 	 	 	 	 
	 	D.	to
        the extent deducted in determining Consolidated Net Income for such period, transaction expenses, provided, that, no such transaction
        expenses incurred after the First Amendment Effective Date that exceed $10.0 million, in the aggregate, shall be added pursuant
        to this Line II.D, related to:	 	$____________________



 






     


     


    

 


	 		 i.      the execution and delivery of the Agreement and any amendments, supplements, modifications, refinancings or replacements thereto (including, without limitation, financing fees and expenses):	 	$____________________
	 	 	 	 	 
	 		 ii.     the execution and delivery of the Term Loan Agreement and any amendments, supplements,
    modifications, refinancings or replacements thereto (including, without limitation, financing fees and expenses):	 	$____________________
	 	 	 	 	 
	 		iii.    the Specified Transactions16:	 	$____________________
	 	 	 	 	 
	 		iv.     any Qualified Acquisition17:	 	$____________________
	 	 	 	 	 
	 		v.      any other debt incurrence permitted under Section 7.09:	 	$____________________
	 	 	 	 	 
	 		Total for Line II.D. (Lines II.D.i + II.D.ii + II.D.iii + II.D.iv + II.D.v):	 	$____________________
	 	 	 	 	 
	 	E.	to
        the extent deducted in determining Consolidated Net Income for such period, depreciation and amortization expense:	 	$____________________
	 	 	 	 	 
	 	F.	 the amount of cash dividends and cash distributions earned in such period by the Borrower and its Subsidiaries on a consolidated basis from (i) unconsolidated subsidiaries of the Borrower or other Persons and (ii) Designated Joint Ventures, provided that the amount of cash dividends and cash distributions earned in such period from Designated Joint Ventures formed, designated or otherwise acquired after the First Amendment Effective Date and added pursuant to this Line II.F.ii shall not exceed, in the aggregate twenty-five percent (25%) of the total actual Consolidated EBITDA for such period (which total actual Consolidated EBITDA shall be determined before giving effect to the inclusion of any such amounts from such Designated Joint Ventures):	 	$____________________
	 	 	 	 	 
	 	G. 	 the
        amount collected during the period from finance lease arrangements with Affiliates to the extent not already recognized in Consolidated
        Net Income:	 	$____________________
	 	 	 	 	 
	 	H.	non-cash long term compensation expenses:  	 	$____________________



 





 



 


16
(i) The negotiation, execution and delivery of, and the consummation of the transactions under, the Merger Agreement,
(ii) the negotiation, execution and delivery of each of the Gas Gathering Agreement, the Intercompany Loan Agreement, the Share
Purchase Agreements, the letter agreement described in clause (i) of the definition of Water Services Transaction and any similar
agreement described in clause (ii) of such definition, and the Credit Letter Agreement, and (iii) the negotiation, execution and
delivery of, and the consummation of the transactions under, any documentation governing a transaction permitted by Sections 7.01,
7.05 (including any Partnership Rollup Event or Partnership Restructuring Event), 7.08 or 7.09 of the Agreement, in each case,
together with any amendments, restatements, supplements, modifications, waivers or replacements to any of the foregoing.


17
An Acquisition by the Borrower or any Subsidiary, the aggregate purchase price for which, when combined with the
aggregate purchase price for all other Acquisitions by the Borrower and its Subsidiaries in any rolling 12-month period, is greater
than or equal to $25,000,000.



 






     


     


    

 


	 	I. 	 to
        the extent the aggregate Deferred Revenue Adjustment as determined by the Borrower resulted from an excess of consideration received
        over the amount of revenue recognized, which would have had the effect of reducing Consolidated Net Income for such period, the
        aggregate Deferred Revenue Adjustment:	 	$____________________
	 	 	 	 	 
	 	J. 	 to
        the extent included in determining Consolidated Net Income for such period, other income and equity in earnings from unconsolidated
        subsidiaries of the Borrower:	 	$____________________
	 	 	 	 	 
	 	K.	any
        amounts previously added to Consolidated EBITDA pursuant to Line II.H above during a prior period to the extent they are paid in
        cash during the current period:	 	$____________________
	 	 	 	 	 
	 	L.	to
        the extent the aggregate Deferred Revenue Adjustment as determined by the Borrower resulted from an excess of revenue recognized
        over the amount of consideration received, which would have had the effect of increasing Consolidated Net Income for such period,
        the aggregate Deferred Revenue Adjustment:	 	$____________________
	 	 	 	 	 
	 	M.	Consolidated
        EBITDA at Statement Date (Lines II.A. + II.B. + II.C. + II.D. + II. E. + II.F + II.G + II.H + II.I – II.J – II.K -
        II.L.):18	 	 
	 	 	 	 	 
	III.	Consolidated Debt to Consolidated EBITDA for fiscal quarter ended the Statement Date:
 (Line I.C.  ̧ Line II.M.) 


                     
 Maximum permitted19
	 	____________________



 


	 	Fiscal Quarter	
        Maximum

        Consolidated Leverage Ratio
	 
	 	Each fiscal quarter ending prior to the First Amendment Effective Date	5.00 to 1.00	 
	 	Each fiscal quarter ending on and after the First Amendment Effective Date and on or prior to March 31, 2021	5.75 to 1.00	 
	 	Each fiscal quarter ending on and after June 30, 2021 and on or prior to December 31, 2021	5.50 to 1.00	 
	 	Each fiscal quarter ending on and after March 31, 2022 and on or prior to December 31, 2022	5.25 to 1.00	 
	 	Each fiscal quarter ending on and after March 31, 2023	5.00 to 1.00	 
	 	 	 	 	 	 	 






 






18
May include, at Borrower’s option, Qualified Project EBITDA Adjustments as provided in, and in accordance with the
terms of, Section 1.03(c)(ii) and the definition of “Qualified Project EBITDA Adjustments” set forth in the
Credit Agreement


 


19
Subsequent to the consummation of a Qualified Acquisition (including a Qualified Acquisition consummated prior to
the First Amendment Effective Date), the maximum Consolidated Leverage Ratio permitted with respect to each of the first three
consecutive quarters ending following such Qualified Acquisition shall be increased by 0.50; provided, further,
that the maximum Consolidated Leverage Ratio permitted with respect to any of such first three consecutive fiscal quarters ending
following such Qualified Acquisition shall not exceed the greater of (x) 5.50 to 1.00 and (y) the maximum Consolidated Leverage
Ratio specified for any applicable period in the table below Line III.





 






     


     


    

 


Schedule 3


 


 


	Name of Subsidiary	Jurisdiction of Organization	Direct/Indirect Ownership Percentage