Exhibit 10.1
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information marked "[***]" in this
Exhibit has been filed with the Securities and Exchange Commission together with
such request for confidential treatment.
JUPITER GAS GATHERING AGREEMENT
between
EQT PRODUCTION COMPANY,
EQT ENERGY, LLC
and
EQT GATHERING, LLC
JUPITER GAS GATHERING AGREEMENT
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS
1
ARTICLE 2 TERM
9
ARTICLE 3 GATHERING SERVICES
9
ARTICLE 4 GATHERING SYSTEM
12
ARTICLE 5 QUALITY AND PRESSURE SPECIFICATIONS
16
ARTICLE 6 MEASUREMENT AND TESTING
18
ARTICLE 7 FEES
21
ARTICLE 8 BILLING AND PAYMENT
21
ARTICLE 9 CREDITWORTHINESS
22
ARTICLE 10 DEFAULT
22
ARTICLE 11 FORCE MAJEURE
23
ARTICLE 12 TAXES
23
ARTICLE 13 TITLE AND CUSTODY
23
ARTICLE 14 INDEMNIFICATION AND INSURANCE
24
ARTICLE 15 ASSIGNMENT
25
ARTICLE 16 MISCELLANEOUS
26
EXHIBIT A RECEIPT AND DELIVERY POINTS, CONTRACT MDQ AND COMPRESSION MDQ
A-1
EXHIBIT B-1 FEES
B-1
EXHIBIT B-2 INCREMENTAL CAPITAL RIDER
B-4
EXHIBIT C PARTIES' ADDRESSES FOR NOTICE PURPOSES
C-1
EXHIBIT D MAP OF GATHERING SYSTEM
D-1
EXHIBIT E INSURANCE
E-1
EXHIBIT F INTERCONNECT TERMS
F-1
i
JUPITER GAS GATHERING AGREEMENT
This JUPITER GAS GATHERING AGREEMENT (as amended, supplemented or otherwise
modified from time to time, this "Agreement") is made and entered into effective
as of May 1, 2014 (the "Effective Date") by and between EQT Production Company
("Producer") and EQT Energy, LLC (collectively with Producer, "Shipper"), on the
one hand, and EQT Gathering, LLC ("Gatherer"), on the other hand.
Producer,
Shipper and Gatherer are each sometimes referred to herein as a "Party," and
collectively as the "Parties."
RECITALS
WHEREAS, Shipper owns and/or controls supplies of natural gas and desires that
Gatherer provide Gathering Services (defined below) for such natural gas; and
WHEREAS, Gatherer owns and operates or will own and operate the Gathering System
(defined below) and is willing to provide the Gathering Services for Shipper on
the terms and subject to the conditions in this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements, covenants, and
conditions herein contained, the Parties, intending to be legally bound, agree
as follows:
ARTICLE 1
DEFINITIONS
1.1
Definitions.
The following definitions shall
apply in this Agreement:
"AAA" shall have the meaning set forth in Section 16.4.
"Actual Average Receipt Point Pressure" shall have the meaning set forth in
Section 5.4(b).
"Adequate Assurance of Payment" means either (i) advance payment for service in
a continuing nature; (ii) an irrevocable letter of credit from a Creditworthy
financial institution reasonably acceptable to Gatherer; or (iii) a guaranty
from a Creditworthy guarantor.
"Affiliate" means, with respect to any Person, any other Person that directly or
indirectly (through one or more intermediaries or otherwise) controls, is
controlled by, or is under common control with such Person.
For purposes of
this definition, "control" (and the correlative terms "controlling," "controlled
by," and "under common control with") means the direct or indirect ownership of