Exhibit 10.1


 


Execution Version


 


FIRST AMENDMENT
TO CREDIT AGREEMENT


 


This
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2022 (the
 “First Amendment Effective Date”), by and among EQT CORPORATION, a Pennsylvania corporation (“Borrower”),
each Lender under the Existing Credit Agreement party hereto (collectively, the “Consenting Lenders” and individually,
a “Consenting Lender”), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity,
the “Administrative Agent”).


 


A.            Borrower,
Administrative Agent and the Lenders entered into that certain Credit Agreement dated as of November 9, 2022 (as amended, restated,
amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”).


 


B.            Borrower
has requested that the Existing Credit Agreement be amended and modified as described herein.


 


C.            Borrower,
Administrative Agent, and the Consenting Lenders have agreed, upon the following terms and conditions, to amend the Existing Credit Agreement
as provided herein.


 


NOW,
THEREFORE, in consideration of the mutual promises herein contained, and for other valuable
consideration, the parties hereto agree as follows:


 


1.            Defined
Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Existing Credit Agreement
shall have the meaning assigned to such term in the Existing Credit Agreement.


 


2.            Amendments
to the Credit Agreement. As of the First Amendment Effective Date with respect to the Consenting Lenders, Section 1.01 of the
Existing Credit Agreement is hereby amended (the Existing Credit Agreement, as affected and so amended by this Agreement, being referred
to as the “Amended Credit Agreement”) by amending and restating the following defined terms as follows:


 


“Acquisition”
means the acquisition by EQT Production Company, a Pennsylvania corporation (the “Buyer”), or one or more of the Buyer’s
designated subsidiaries, of all of the issued and outstanding membership interests of THQ Appalachia I Midco, LLC, a Delaware limited
liability company (“THQ Midco”) and THQ-XcL Holdings I Midco, LLC, a Delaware limited liability company (“XcL
Midco”), pursuant to that certain Amended and Restated Purchase Agreement dated as of December 23, 2022 by and among the
Buyer, the Borrower, as buyer parent, THQ Appalachia I, LLC, a Delaware limited liability company (“Upstream Seller”),
THQ-XcL Holdings I, LLC, a Delaware limited liability company (“Midstream Seller”, and together with Upstream Seller,
the “Sellers” and each, a “Seller”), THQ Midco, XcL Midco, TH Exploration, LLC, a Texas limited
liability company, TH Exploration II, LLC, a Texas limited liability company, TH Exploration III, LLC, a Texas limited liability company,
TH Exploration IV, LLC, a Texas limited liability company, THQ Marketing, LLC, a Texas limited liability company, High Road Minerals,
LLC, a Delaware limited liability company, High Road Operating, LLC, a Delaware limited liability company, High Road Midstream, LLC,
a Delaware limited liability company, XcL Midstream, LLC, a Delaware limited liability company, XcL Processing, LLC, a Delaware limited
liability company, XcL Midstream Operating, LLC, a Delaware limited liability company and XcL Processing Operating, LLC, a Delaware limited
liability company (the “Acquisition Agreement”).


 


“Commitment
Termination Time” means the earliest of (i) immediately following the funding of any Borrowing on the Funding Date, (ii) immediately
following the consummation of the Acquisition, regardless of whether the Funding Date has occurred, (iii) the termination of the
Acquisition Agreement on the Termination Date (as defined in the Acquisition Agreement) and (iv) June 30, 2023.


 






    


    


    

 


“First
Amendment” means the First Amendment to Credit Agreement, dated as of December 23, 2022, among the Borrower, each Lender party
thereto and the Administrative Agent.


 


3.            Effectiveness.
This Agreement shall be effective upon satisfaction of the following conditions precedent:


 


(a)            Agreement.
Administrative Agent shall have received this Agreement, duly executed and delivered by the Borrower and the Consenting Lenders;


 


(b)            Fees;
Costs and Expenses. The Borrower shall have paid all fees and expenses required to be paid on or before the First Amendment Effective
Date (including, to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date, all Attorney
Costs).


 


4.            Representations
and Warranties. Borrower hereby represents and warrants to Administrative Agent and Consenting Lenders as follows:


 


(a)            Due
Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement, are within the corporate
powers of the Borrower, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing
with, any Governmental Authority (except such as has been obtained), do not contravene, or constitute a default under, any provision
of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction,
order, decree or other instrument binding upon the Borrower or any of its Subsidiaries, or result in the creation or imposition of any
Lien on any asset of the Borrower or any of its Subsidiaries.


 


(b)            Binding
Effect. This Agreement constitutes a valid and binding agreement of the Borrower, and constitutes a 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.


 


(c)            Representations
and Warranties. The representations and warranties contained in Article V of the Amended Credit Agreement (including without
limitation the representation and warranties set forth in Sections 5.04(c) and 5.05 of the Amended Credit Agreement) and the other
Loan Documents are true and correct in all material respects (except representations and warranties that are qualified by materiality
or Material Adverse Effect, which shall be true and correct in all respects or if qualified by materiality or material adverse effect,
true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) of the Amended Credit
Agreement is true and correct in all respects) on and as of the date hereof (except to the extent that any such representation or warranty
relates to an earlier date or period, in which case such representation or warranty shall have been true and correct in all material
respects on and as of such earlier date or period), and except that for purposes of this Section 4(c), the representations
and warranties contained in subsections (a) and (b) of Section 5.04 of the Amended Credit Agreement shall be deemed to
refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of
the Credit Agreement.


 


(d)            No
Event of Default or Default.  No event has occurred and is continuing, or would result from the execution of this Agreement,
which constitutes an Event of Default or Default.


 






    2


    


    

 


5.            Miscellaneous.


 


(a)            Limitation
on Agreements. The amendments set forth herein are limited precisely as written and shall not be deemed: (i) to be a consent
under or waiver of any other term or condition in the Amended Credit Agreement or any of the other Loan Documents; or (ii) to prejudice
any right or rights which Administrative Agent and Lenders now have or may have in the future under, or in connection with the Amended
Credit Agreement, as amended hereby, the Notes, the other Loan Documents or any of the other documents referred to herein or therein.
From and after the date of this Agreement, all references in the Loan Documents to the Existing Credit Agreement shall be deemed to be
references to the Amended Credit Agreement after giving effect to this Agreement, and each reference to “hereof,” “hereunder,”
 “herein”, “hereby” or “this Credit Agreement” and each other similar reference contained in the Existing
Credit Agreement shall from and after the date hereof refer to the Amended Credit Agreement.


 


(b)            Ratification.
The Existing Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects and shall remain in full force and
effect. The Loan Documents, as they may be amended or affected by this Agreement, are hereby ratified and confirmed in all respects.


 


(c)            Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or
e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.


 


(d)            ENTIRE
AGREEMENT. THIS AGREEMENT REPRESENTS 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.


 


(e)            GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED
THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.


 


(f)            WAIVER
OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


(g)            Payment
of Expenses. Section 10.04 of the Amended Credit Agreement shall apply to this Agreement, mutatis mutandis.


 






    3


    


    

 


(h)            Severability.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


(i)             Loan
Document. This Agreement shall constitute a “Loan Document” under and as defined in Section 1.01 of the Amended
Credit Agreement.


 


(j)             Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


 


[Remainder
of Page Intentionally Left Blank.

Signature Pages Follow.]


 






    4


    


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
day and year first above written.


 


	 	BORROWER:
	 	 
	 	EQT CORPORATION
	 	 
	 	 
	 	By: 	/s/
    David M. Khani
	 	Name: David M. Khani
	 	Title: Chief Financial Officer




 


Signature Page to


First Amendment
to Credit Agreement






    


    


    

 


	 	PNC
                                            bank, national association,
 as Administrative
                                            Agent and as a Consenting Lender
	 	 	 
	 	 	 
		By:	/s/
                                            Kyle T. Helfrich
	 	 	Name:
                                            Kyle T. Helfrich
	 	 	Title:
                                            Senior Vice President



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	ROYAL BANK OF CANADA, as a
    Consenting Lender
	 	 
	 	 
	 	By:	/s/
    Don J. McKinnerney
	 	 	 	          
	 	Name:  	Don J. McKinnerney
	 	Title:    	Authorized Signatory




 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	MIZUHO BANK, LTD., as
    a Consenting Lender
	 	 
	 	 
	 	By:	/s/
    Edward Sacks
	 	 	 	       
	 	Name: 	Edward Sacks
	 	Title: 	Authorized Signatory




 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	BANK OF AMERICA, N.A., as a
    Consenting Lender
	 	 
	 	 
	 	By:	/s/
    Salman Samar
	 	 	 	 
	 	Name: 	Salman Samar
	 	Title: 	Director




 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	BARCLAYS BANK PLC, as a Consenting
    Lender
	 	 
	 	 
	 	By:	/s/
    Craig Malloy
	 	 	 	 
	 	Name: 	Craig Malloy
	 	Title: 	Director



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	CITIBANK, N.A., as a Consenting
    Lender
	 	 
	 	 
	 	By:	/s/
    Jeff Ard
	 	 	 	 
	 	Name: 	Jeff Ard
	 	Title: 	Vice President



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	JPMORGAN CHASE BANK, N.A.,
    as a Consenting Lender
	 	 
	 	 
	 	By:	/s/
    Sofia Barrera Jaime
	 	 	 	 
	 	Name: 	Sofia Barrera Jaime
	 	Title: 	Vice President



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	MUFG BANK, Ltd, as a Consenting
    Lender
	 	 
	 	 
	 	By:	/s/
    Anastasiya Bykov
	 	 	 	 
	 	Name: 	Anastasiya Bykov
	 	Title: 	Authorized Signatory



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    as a Consenting Lender
	 	 
	 	 
	 	By:	/s/
    Michael Real
	 	 	 	 
	 	Name: 	Michael Real
	 	Title: 	Managing Director



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	CREDIT SUISSE AG, NEW YORK BRANCH,
    as a Consenting Lender
	 	 
	 	 
	 	By:	/s/
    Komal Shah
	 	 	 	 
	 	Name: 	Komal Shah
	 	Title: 	Authorized Signatory
	 	 	 	 
	 	 
	 	By:	/s/
    Michael Wagner
	 	 	 	 
	 	Name: 	Michael Wagner
	 	Title: 	Authorized Signatory



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION,
    as a Consenting Lender
	 	 
	 	 
	 	By:	/s/
    Jeffrey Cobb
	 	 	 	 
	 	Name: 	Jeffrey Cobb
	 	Title: 	Director



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


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



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	THE TORONTO-DOMINION BANK, NEW
    YORK BRANCH, as a Consenting Lender
	 	 
	 	 
	 	By:	/s/
    Liana Chernysheva
	 	 	 	 
	 	Name: 	Liana Chernysheva
	 	Title: 	Authorized Signatory



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	TRUIST BANK, as a Consenting
    Lender
	 	 
	 	 
	 	By:	/s/
    Nick Rolf
	 	 	 	 
	 	Name: 	Nick Rolf
	 	Title: 	Vice President



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
    as a Consenting Lender
	 	 
	 	 
	 	By:	/s/
    Paul V. Farrell
	 	 	 	 
	 	Name: 	Paul V. Farrell
	 	Title: 	Vice President



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	FIRST NATIONAL BANK OF PENNSYLVANIA,
    as a Consenting Lender
	 	 
	 	 
	 	By:	/s/
    Paul Wargo
	 	 	 	 
	 	Name: 	Paul Wargo
	 	Title: 	Commercial RM



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	CITIZENS BANK, N.A., as a Consenting
    Lender
	 	 
	 	 
	 	By:	/s/
    Carl S. Tabacjar, Jr.
	 	 	 	 
	 	Name: 	Carl S. Tabacjar, Jr.
	 	Title: 	Senior Vice President



 


Signature Page to


First Amendment
to Credit Agreement







    


    


    

 


	 	M&T BANK, as a Consenting
    Lender
	 	 
	 	 
	 	By:	/s/
    Stephen Hoffman
	 	 	 	 
	 	Name: 	Stephen Hoffman
	 	Title: 	Senior Vice President




 


Signature Page to


First Amendment
to Credit Agreement