Exhibit 10.8





 


SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE
SUCH TERMS ARE BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO EQUITRANS MIDSTREAM CORPORATION AND EQM MIDSTREAM PARTNERS,
LP IF PUBLICLY DISCLOSED. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].


 


CREDIT LETTER AGREEMENT


 


This agreement (this
 “Letter Agreement”) is made as of February 26, 2020 (the “Effective Date”), by and
between EQT Corporation, a Pennsylvania corporation (“EQT”), and EQM Midstream Partners, LP, a Delaware
limited partnership (“EQM”). EQT and EQM are referred to herein collectively as the “Parties”
and each, individually, as a “Party.”


 


WHEREAS,
EQT, EQT Energy, LLC (“EE”), a Delaware limited liability company and wholly owned subsidiary of EQT,
EQT Production Company (“EQT Production”), a Pennsylvania corporation and wholly owned subsidiary of
EQT, and Rice Drilling B LLC, a Delaware limited liability company and subsidiary of EQT (collectively, the “EQT Parties”),
and EQM Gathering Opco, LLC (“EQM Gathering Opco”), a Delaware limited liability company and wholly owned
subsidiary of EQM, entered into that certain Gas Gathering and Compression Agreement, effective as of April 1, 2020 (the “GGA”),
whereby the EQT Parties dedicated production in West Virginia and Pennsylvania for gathering by EQM Gathering Opco in exchange
for certain commercial terms;


 


WHEREAS,
the Parties desire to amend the terms relating to credit support obligations with respect to certain existing agreements between
each of EQT and EQM and certain of their affiliates;


 


WHEREAS,
the Parties desire to agree to use commercially reasonable efforts to amend the terms relating to credit support obligations with
respect to certain other existing agreements between each of EQT and EQM and certain of their affiliates; and


 


WHEREAS,
the Parties desire to set forth certain additional agreements relating to credit support obligations under that certain Second
Restated Credit Agreement, effective as of December 20, 2017, by and between EE and Mountain Valley Pipeline, LLC, Series A, a
Delaware limited liability company operated by a wholly owned subsidiary of EQM (as amended, restated, supplemented or otherwise
modified from time to time, the “MVP Agreement”).


 


NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein and in the GGA, the Parties
hereby agree as follows:


 


Article
1


Credit Support Agreements


 


Section
1.1            Amendments to the EQM Controlled Agreements.



 


(a)           The
Parties acknowledge and agree that, effective as of the Effective Date, each of the agreements set forth on Exhibit A-1
(the “Controlled Agreements”) shall be deemed amended as necessary to include the credit support terms
set forth under Section 5.5 of the GGA (including the Minimum Credit Standard) (such terms, the “GGA Credit Support
Obligations”), mutatis mutandis, other than with respect to the amount of any credit support obligation under
any Controlled Agreement (which shall not be deemed amended). To the extent any adequate assurance provision or other credit support
obligations set forth in any Controlled Agreement conflict with the GGA Credit Support Obligations, then the GGA Credit Support
Obligations shall control to the extent of such conflict. The amendment of each Controlled Agreement under this Section 1.1(a)
shall be effective until the earlier of: (i) the execution of the formal amendment of such Controlled Agreement pursuant to
Section 1.1(b) and (ii) the expiration of this Letter Agreement pursuant to Section 2.2.


 






    1


     


    

 


(b)         On
or prior to March 27, 2020, the Parties shall prepare and execute (or cause their applicable affiliate(s) to execute) a formal
amendment to each Controlled Agreement replacing all existing credit support obligations (other than the amount of any credit
support) with the GGA Credit Support Obligations; provided that the amount of any credit support obligations as set forth in the
formal amendment to each Controlled Agreement shall be reasonably determined by the Parties consistent with how the credit support
amount was determined by the Parties in the GGA.


 


Section
1.2           Amendment to the JV Agreements.
The Parties acknowledge and agree that within 15 days following the Effective Date, the Parties shall prepare an amendment to
each of the agreements set forth on Exhibit A-2 (the “JV Agreements”) replacing the credit support
obligations set forth in each such JV Agreement (other than the amount of any credit support obligations thereunder) with the
GGA Credit Support Obligations (each, a “JV Agreement Amendment”). EQM and EQT shall each cooperate
in good faith and use their commercially reasonable efforts to cause the applicable counterparties to each JV Agreement to approve
and execute each of the JV Agreement Amendments on or before March 27, 2020; provided that EQT acknowledges that EQM does
not control the actions of certain of the counterparties to the JV Agreements and EQM shall have no liability to EQT (other than
for failure to comply with its obligations under this Section 1.2) in the event that the Parties are unable to successfully
negotiate for an amendment to any of the JV Agreements in accordance with the terms of this Section 1.2.


 


Section
1.3            Cooperation on Amendment of MVP Credit Obligations.
EQM acknowledges and agrees that concurrently with the execution of this Letter Agreement, EQM shall execute and cause its applicable
subsidiaries to execute, a Letter Agreement in the form attached hereto as Exhibit C (the “MVP Letter Agreement”)
amending EQT’s credit support obligations under the MVP Agreement. Following the Effective Date, EQM shall use its reasonable
best efforts to cause each of the counterparties set forth in the MVP Letter Agreement to execute such MVP Letter Agreement as
soon as reasonably practicable following the Effective Date or, if such counterparties refuse to sign the MVP Letter Agreement,
EQM shall continue to use reasonable best efforts to cause such counterparties (including Mountain Valley Pipeline, LLC) to execute
an amendment to the MVP Agreement that provides for the same credit support obligations of EQT as set forth in the MVP Letter
Agreement; provided that EQT acknowledges that EQM does not control certain actions of such counterparties (including Mountain
Valley Pipeline, LLC) and EQM shall have no liability (other than for failure to comply with its obligations under this Section
1.3) to EQT in the event that the Parties are unable to successfully execute the MVP Letter Agreement or otherwise amend the
MVP Agreement in accordance with the terms of this Section 1.3.


 


Section
1.4            Guarantees.
The Parties acknowledge and agree that following the execution hereof, the guarantees set forth on Exhibit B shall remain
in effect and unchanged.


 






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Article
2

MISCELLANEOUS


 


Section
2.1            Defined Terms.
Defined terms used but not defined herein shall have the meanings given to such terms in the GGA. 


 


Section
2.2          Term.
This Letter Agreement shall remain in effect until the earlier of (i) the date on which each of the amendments in Section 1.1,
and Section 1.2 have been executed or (ii) the termination of the GGA in accordance with its terms. 


 


Section
2.3            Governing Law; Jurisdiction.


 


(a)           This
Letter Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania
without regard to choice of law principles.


 


(b)           The
Parties agree that the appropriate, exclusive and convenient forum for any disputes among any of the Parties arising out of this
Letter Agreement or the transactions contemplated hereby shall be in any state or federal court in the City of Pittsburgh and
County of Allegheny, Pennsylvania, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect
of any proceeding arising out of or related to this Letter Agreement. The Parties further agree that the Parties shall not bring
suit with respect to any disputes arising out of this Letter Agreement or the transactions contemplated hereby in any court or
jurisdiction other than the above specified courts.


 


Section
2.4           Limitation of Liability.
NOTWITHSTANDING ANYTHING IN THIS LETTER AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL,
INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY SUCH PARTY RESULTING FROM OR ARISING OUT OF THIS LETTER AGREEMENT
OR THE BREACH THEREOF OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT,
WARRANTY, INDEMNITY OR OTHERWISE, INCLUDING LOSS OF USE, INCREASED COST OF OPERATIONS, LOSS OF PROFIT OR REVENUE, OR BUSINESS
INTERRUPTIONS.


 


Section
2.5            Counterpart Execution.
This Letter Agreement may be executed in any number of counterparts, each of which shall be considered an original, and all of
which shall be considered one and the same instrument.


 


Section
2.6           Entire Agreement, Amendments and Waiver.
This Letter Agreement, including all exhibits hereto, integrates the entire understanding among the Parties with respect to the
subject matter covered and supersedes all prior understandings, drafts, discussions, or statements, whether oral or in writing,
expressed or implied, dealing with the same subject matter. This Letter Agreement may not be amended or modified in any manner
except by a written document signed by the Parties that expressly amends this Letter Agreement. No waiver by a Party of any of
the provisions of this Letter Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless expressly provided. No waiver shall be effective unless
made in writing and signed by the Party to be charged with such waiver.


 






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Section
2.7            Exhibits.
All exhibits to this Letter Agreement are incorporated into this Letter Agreement as if set forth in full herein. 


 


Section
2.8            Miscellaneous Provisions.
The provisions of Article 18 of the GGA, other than Sections 18.2, 18.3, 18.7, 18.8, 18.15, 18.16 and 18.17, shall apply to this
Letter Agreement mutatis mutandis.


 






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IN WITNESS WHEREOF,
the Parties have executed this Letter Agreement as of the date first written above.


 


	 	EQT CORPORATION,
	 	a Pennsylvania corporation
	 	 
	 	By:	/s/ Toby Z. Rice
	 	Name:	Toby Z. Rice
	 	Title:	President and Chief Executive Officer



 


Credit Letter Agreement Signature Page







 






    


     


    

 


	 	EQM Midstream Partners, LP

    a Delaware limited partnership
	 	 
	 	By: EQGP Services, LLC, its general partner
	 	 
	 	By:	/s/ Kirk R. Oliver
	 	Name:	Kirk R. Oliver
	 	Title:	Senior Vice President and Chief Financial Officer






 


Credit Letter Agreement Signature Page




 






    


     


    

 


EXHIBIT A-1


 


EQM
Controlled Agreements


 


	Contract Id	Type	Effective Date	System	EQT Entity	Authority for
 Requesting
 Further Credit
 Support
	LCW1011 (651)	FTS	01/12/12	Sunrise	EQT Energy LLC (guarantor:  EQT Corp)	Credit Agreement 10/1/2011 §3 Tariff §6.27 [3(c)] (as to notice)
	LCW1043 (1296)	FTS	10/1/16	OVC	EQT Energy LLC (guarantor:  EQT Corp)	Credit Agreement 7/23/14 §3 Tariff §6.27 [3(c)] (as to notice)
	CW2247445 (1462)	FTS	11/1/18	Redhook	EQT Energy LLC (guarantor:  EQT Corp)	Credit Agreement 10/26/15 §3 Tariff §6.27 [3(c)] (as to notice)
	CW2254833 (9707)	GGA	2/1/2018	Hammerhead	EQT Energy, LLC	Article 9
	10025	GGA	11/19/2008	Equitrans Gathering	EQT Energy, LLC	Article XV
	EQM Gathering OPCO WSA State Gamelands (CW2269115)	WSA	12/10/2018	Southwestern Pennsylvania Water Authority	EQT Production Company	Section 12.5
	EQM Gathering WSA Kevech Smith Haywood (LCW9510)	WSA	12/3/2018	Washington and Greene Counties	EQT Production Company	Section 13
	EQM Gathering OPCO WSA Steelhead (CW2269117)	WSA	12/3/2018	Southwestern Pennsylvania Water Authority	EQT Production Company	Section 12.5
	EQM Gathering OPCO WSA Claysville (CW2262396)	WSA	7/13/2018	Southwestern Pennsylvania Water Authority	EQT Production Company	Section 12.5



 






    


     


    

 


EXHIBIT A-2


 


JV
Agreements


 


	Contract Id	Type	Effective Date	System	EQT Entity	Authority for

 Requesting

 Further Credit

 Support
	
        CW2246988 (9705G)
	GGA	2/12/2018	Marianna	EQT Energy LLC & EQT Production Company	Article 9
	CW2274905 (9737G)	GGA	2/17/2012	Eureka	
        EQT Production

        Company
	Section 13.1
	
        SEIF/US Energy GGA

        (9718R)
	GGA	11/25/2015	Whipkey	Rice Drilling B LLC	Section 13.6



 






    


     


    

 


EXHIBIT B


 


Guarantees


 


Guaranty of EQT Corporation for Transmission
Services, dated as of July 19, 2019, made by EQT Corporation in favor of Equitrans, L.P., as amended by Guaranty Amendment No.
1, dated January 17, 2020


 


Guaranty of EQT Corporation for Gathering
Services, dated as of July 19, 2019, made by EQT Corporation in favor of EQM Gathering Holdings, LLC and its Subsidiaries (as defined
therein) and Equitrans, L.P.


 


Guaranty of EQT Corporation for Water Services,
dated as of July 19, 2019, made by EQT Corporation in favor of EQM Gathering Holdings, LLC and its Subsidiaries (as defined therein)


 


Guaranty, dated as of June 13, 2017, made
by EQT Corporation in favor of Mountain Valley Pipeline, LLC


 



    


     


    




 


EXHIBIT C


 


MVP FORM AMENDMENT


 


[see attached]


 






     


     


    

 


[***]