Exhibit 10.1


 


SECOND AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT


 


April 16, 2021


 


THIS SECOND 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, 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 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of March 30, 2020, and
as further amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Credit
Agreement” and as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement.


 


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,
including with respect to the reduction of Aggregate Revolving Commitments as provided 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 3 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:


 


“Announcements”
has the meaning specified in Section 1.08.


 


“FCA”
has the meaning specified in Section 1.08.


 


“Hammerhead
Project” means that certain project referred to as the “Hammerhead 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.


 


“IBA”
has the meaning specified in Section 1.08.


 


“Second Amendment”
means the Second Amendment to Credit Agreement, dated April 16, 2021, by and among the Borrower, the Lenders party thereto, the Administrative
Agent and any other Persons party thereto.


 






    


     


    

 


“Second Amendment Effective
Date” means April 16, 2021.


 


b)            The
definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended 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	%
	4	 	 	BB+/Ba1/BB+	 	 	 	0.300	%	 	 	1.750	%	 	 	1.750	%	 	 	0.750	%
	5	 	 	BB/Ba2/BB	 	 	 	0.350	%	 	 	2.250	%	 	 	2.250	%	 	 	1.250	%
	6	 	 	BB-/Ba3/BB-	 	 	 	0.400	%	 	 	2.625	%	 	 	2.625	%	 	 	1.625	%
	7	 	 	B+/B1/B+ or lower or unrated by S&P and Moody’s 	 	 	 	0.500	%	 	 	3.000	%	 	 	3.000	%	 	 	2.000	%



 


c)            The
definition of “Commercial Operation Date” 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, with respect to a Qualified 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).


 


d)            The
definition of “Fee Letters” appearing in Section 1.01 of the Credit Agreement is hereby amended by replacing the
 “and (iv)” appearing therein with the words “, (iv) the fee letter agreement, dated as of April 16, 2021 between
the Borrower, Wells Fargo and Wells Fargo Securities LLC, and (v)”.


 


e)            The
definition of “MVP Project” appearing in Section 1.01 of the Credit Agreement is hereby amended by replacing the
first reference therein to “Qualified Project” with “project”.


 


f)            The
last sentence of the definition of “Public Debt Ratings” appearing in the definition of “Applicable Rate” in Section 1.01
of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


For the avoidance of doubt, the pricing
level in effect on the Second Amendment Effective Date shall be “Pricing Level 6” on the “Pricing Grid” above.


 






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


 


“Qualified
Project” means the construction or expansion of any capital project of the Borrower, any of its Subsidiaries, or any Designated
Joint Venture, the aggregate capital cost of which exceeds $10,000,000; provided, that the MVP Project and the Hammerhead Project shall
only constitute Qualified Projects on or before March 31, 2021 and shall cease to constitute Qualified Projects thereafter.


 


h)            A
new Section 1.08 of the Credit Agreement is hereby added as follows:


 


1.08            Rates.
The interest rate on Eurodollar Rate Loans and Base Rate Loans (when determined by reference to clause (c) of the definition of Base
Rate) may be determined by reference to the Fixed Period Eurodollar Rate, which is derived from the London interbank offered rate. The
London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each
other in the London interbank market. On March 5, 2021, ICE Benchmark Administration (“IBA”), the administrator
of the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of
IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for
the London interbank offered rate for Dollars for: (a) 1-week and 2-month tenor settings will be December 31, 2021 and (b) overnight,
1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No successor administrator for IBA was identified in
such Announcements. As a result, it is possible that commencing immediately after such dates, the London interbank offered rate for such
tenors may no longer be available or may no longer be deemed a representative reference rate upon which to determine the interest rate
on Eurodollar Rate Loans or Base Rate Loans (when determined by reference to clause (c) of the definition of Base Rate). There is
no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not take further action that could
impact the availability, composition or characteristics of any London interbank offered rate. Public and private sector industry initiatives
have been and continue, as of the date hereof, to be underway to implement new or alternative reference rates to be used in place of the
London interbank offered rate. In the event that the London interbank offered rate or any other then-current benchmark is no longer available
or in certain other circumstances set forth in Section 3.03(b), such Section 3.03(b) provides a mechanism
for determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to Section 3.03(b),
of any change to the reference rate upon which the interest rate on Eurodollar Rate Loans and Base Rate Loans (when determined by reference
to clause (c) of the definition of Base Rate) is based. However, the Administrative Agent does not warrant or accept any responsibility
for, and shall not have any liability with respect to, (i) the administration of, submission of, calculation of or any other matter
related to the London interbank offered rate or other rates in the definition of “Eurodollar Rate”, “Fixed Period Eurodollar
Rate” or “Daily Floating Eurodollar Rate” or with respect to any alternative, comparable or successor rate thereto,
or replacement rate thereof (including any then-current benchmark or any benchmark replacement), including whether the composition or
characteristics of any such alternative, successor or replacement reference rate (including any benchmark replacement), as it may or may
not be adjusted pursuant to Section 3.03(b), will be similar to, or produce the same value or economic equivalence of, the
Eurodollar Rate or any other benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other benchmark
prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any LIBOR Successor Rate Conforming
Changes.


 






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i)            A
new Section 3.03(c) of the Credit Agreement is hereby added in the appropriate alphabetical order as follows:


 


(c)            London
Interbank Offered Rate Benchmark Transition Event. On March 5, 2021, the IBA, the administrator of the London interbank offered
rate, and the FCA, the regulatory supervisor of the IBA, made the Announcements that the final publication or representativeness date
for (I) 1-week and 2-month London interbank offered rate tenor settings will be December 31, 2021 and (II) overnight, 1-month,
3-month, 6-month and 12-month London interbank offered rate tenor settings will be June 30, 2023. No successor administrator for
the IBA was identified in such Announcements. The parties hereto agree and acknowledge that any obligation of the Administrative Agent
to notify any parties of such Announcements pursuant to Section 3.03 shall be deemed satisfied.


 


j)            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 September 30, 2022	Less than or equal to 5.95 to 1.00
	The fiscal quarter ending on December 31, 2022	Less than or equal to 5.25 to 1.00
	Each fiscal quarter ending after December 31, 2022	Less than or equal to 5.00 to 1.00


 


provided,
that subsequent to the consummation of a Qualified Acquisition (including a Qualified Acquisition consummated prior to the Second 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.


 






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k)            Section 10.07(b)(iii)(A) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


(A)            the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default
has occurred and is continuing at the time of such assignment or (2) such assignment is (x) in the case of an assignment of
Revolving Loans or a Revolving Commitment, to a Person that is a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund
with respect to such Revolving Lender or (y) in the case of an assignment of Incremental Term Loans or an Incremental Term Commitment,
to a Person that is an Incremental Term Lender, an Affiliate of such Incremental Term Lender or an Approved Fund with respect to such
Incremental Term Lender; provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;


 


l)             Schedule
2.01(a) of the Credit Agreement is hereby amended and restated in the form attached hereto as Annex I, and any notices
required under the Loan Documents in connection with the reduction of Aggregate Revolving Commitments implemented by the amendment and
restatement of such Schedule are hereby waived.


 


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


 


2.            Commitment
Reduction. Upon the effectiveness of this Amendment, the Revolving Commitments of each of the Revolving Lenders shall be reduced
as set forth in Annex I hereto and each of the Revolving Notes to the extent outstanding is hereby deemed amended, such that the
principal amount set forth on each Revolving Lender’s Revolving Note reflects such Revolving Lender’s respective Revolving
Commitment as set forth on Annex I hereto.


 


3.            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 4 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 April 16, 2021 between the Borrower, Wells Fargo Bank, National
Association 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.


 






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


 


a)            The
Borrower has taken all necessary partnership or other organizational action to authorize the execution and delivery of this Amendment
and performance of the Amended Credit Agreement. Each of this Amendment and the Amended Credit Agreement 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;


 


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); and


 


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


 


5.            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 Amended Credit Agreement.


 


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.


 


6.            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.


 


7.            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.


 


8.            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. This Amendment may be in the form of an Electronic Record and
may be executed using Electronic Signatures. For purposes hereof, “Electronic Record” and “Electronic Signature”
shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Signatures delivered
by facsimile, PDF or other electronic transmission shall have the same force and effect as manual signatures delivered in person.


 


[Signature Pages Follow]





 






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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 Second 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 Second 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 Second 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 Second 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 Second Amendment to Credit Agreement


 






     


     


    

 


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



 


Signature Page to Second 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 Second Amendment to Credit Agreement


 






     


     


    

 


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



 


Signature Page to Second 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 Second Amendment to Credit Agreement


 






     


     


    

 


	 	BANK OF AMERICA, N.A., as an Approving Lender
	 	 
	 	By:	/s/ Tyler Ellis
	 	Name:	Tyler Ellis
	 	Title:	Director



 


Signature Page to Second 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 Second 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
	 	Ming.k.chu@db.com
	 	+1-212-250-5451
	 	 	 
	 	By:	/s/ Marko Lukin
	 	Name:	Marko Lukin
	 	Title:	Vice President
	 	Marko.lukin@db.com
	 	+1-212-250-7283



 


Signature Page to Second Amendment to Credit Agreement


 






     


     


    

 


	 	ROYAL BANK OF CANADA, as an Approving Lender
	 	 
	 	By:	/s/ Emilee Scott
	 	Name:	Emilee Scott
	 	Title:	Authorized Signatory



 


Signature Page to Second 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 Second Amendment to Credit Agreement


 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as an Approving Lender
	 	 
	 	By:	/s/ Shawn O’Hara
	 	Name:	Shawn O’Hara
	 	Title:	Senior Vice President



 


Signature Page to Second Amendment to Credit Agreement


 



     


     


    




 


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



 


Signature Page to Second Amendment to Credit Agreement


 






     


     


    

 


	 	THE HUNTINGTON NATIONAL BANK, as an Approving Lender
	 	 
	 	By:	/s/ Gregory R. Ryan
	 	Name:	Gregory R. Ryan
	 	Title:	Managing Director



 


Signature Page to Second Amendment to Credit Agreement


 






     


     


    

 


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



 


Signature Page to Second Amendment to Credit Agreement


 






     


     


    

 


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



 


Signature Page to Second Amendment to Credit Agreement


 






     


     


    

 


	 	THE BANK OF NEW YORK MELLON, as an Approving Lender
	 	 
	 	By:	/s/ William M. Feathers
	 	Name:	William M. Feathers
	 	Title:	Director



 


Signature Page to Second Amendment to Credit Agreement


 






     


     


    

 


Annex I


 




SCHEDULE 2.01(a)


 


COMMITMENTS AND PRO RATA SHARES


 


	Lender	 	
Commitment
	 	 	Applicable Percentage	 
	Wells Fargo Bank, National Association	 	$	138,750,000.00	 	 	 	6.166666667	%
	PNC Bank, National Association	 	$	138,750,000.00	 	 	 	6.166666667	%
	The Bank of Nova Scotia, Houston Branch	 	$	138,750,000.00	 	 	 	6.166666667	%
	Barclays Bank PLC	 	$	138,750,000.00	 	 	 	6.166666667	%
	Citibank, N.A.	 	$	138,750,000.00	 	 	 	6.166666667	%
	Goldman Sachs Bank USA	 	$	138,750,000.00	 	 	 	6.166666667	%
	JPMorgan Chase Bank, N.A.	 	$	138,750,000.00	 	 	 	6.166666667	%
	MUFG Bank, Ltd.	 	$	138,750,000.00	 	 	 	6.166666667	%
	The Toronto-Dominion Bank, New York Branch	 	$	138,750,000.00	 	 	 	6.166666667	%
	Bank of America, N.A.	 	$	108,750,000.00	 	 	 	4.833333333	%
	BMO Harris Bank N.A.	 	$	108,750,000.00	 	 	 	4.833333333	%
	Credit Suisse AG, Cayman Islands Branch	 	$	108,750,000.00	 	 	 	4.833333333	%
	Deutsche Bank AG New York Branch	 	$	108,750,000.00	 	 	 	4.833333333	%
	Royal Bank of Canada	 	$	108,750,000.00	 	 	 	4.833333333	%
	Sumitomo Mitsui Banking Corporation	 	$	108,750,000.00	 	 	 	4.833333333	%
	U.S. Bank National Association	 	$	108,750,000.00	 	 	 	4.833333333	%
	Canadian Imperial Bank of Commerce, New York Branch	 	$	56,250,000.00	 	 	 	2.500000000	%
	The Huntington National Bank	 	$	56,250,000.00	 	 	 	2.500000000	%
	Truist Bank formerly known as Branch Banking and Trust Company	 	$	56,250,000.00	 	 	 	2.500000000	%
	First National Bank of Pennsylvania	 	$	37,500,000.00	 	 	 	1.666666667	%
	The Bank of New York Mellon	 	$	33,750,000.00	 	 	 	1.500000000	%
	TOTAL	 	$	2,250,000,000.00	 	 	 	100.000000000	%



 






    


     


    

 


Annex II


 


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 Compliance 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.]


 


--or--


 





 



 


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.


 






     


     


    

 


[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 Compliance 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 permitted:19
	____________________



 


	 	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 September 30, 2022	5.95 to 1.00
	 	The fiscal quarter ending on December 31, 2022	5.25 to 1.00
	 	Each fiscal quarter ending after December 31, 2022	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 Second 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