UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 26, 2018 (April 25, 2018)
 
EQT Midstream Partners, LP
(Exact name of registrant as specified in its charter)

Delaware	 	001-35574	 	37-1661577	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	

625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania	 	15222	
(Address of principal executive offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code: (412) 553-5700
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
x                      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.
 
Emerging growth company                                               o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        o

 

 
Item 1.01. Entry Into a Material Definitive Agreement.
 
Merger Agreement
 
On April 25, 2018, EQT Midstream Partners, LP, a Delaware limited partnership (EQM) and a subsidiary of EQT Corporation (EQT), entered into an Agreement and Plan of Merger (the Merger Agreement) with EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (the EQM General Partner), EQM Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EQM (Merger Sub), EQM GP Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EQM (GP Merger Sub), Rice Midstream Partners LP, a Delaware limited partnership and subsidiary of EQT (RMP), Rice Midstream Management LLC, a Delaware limited liability company and the general partner of RMP (the RMP General Partner), and, solely for purposes of certain provisions therein, EQT.
 
Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into RMP (the Merger), with RMP continuing as the surviving entity and a wholly owned subsidiary of EQM. The Merger Agreement also provides that GP Merger Sub will merge with and into the RMP General Partner, with the RMP General Partner continuing as the surviving entity and a wholly owned subsidiary of EQM. Following the recommendation of the conflicts committee (the RMP Conflicts Committee) of the board of directors of the RMP General Partner (the RMP Board), the RMP Board approved the Merger Agreement, agreed to submit the Merger Agreement to a vote of RMP unitholders and agreed to recommend that RMP’s unitholders adopt the Merger Agreement. Following the recommendation of the conflicts committee (the EQM Conflicts Committee) of the board of directors of the EQM General Partner (the EQM Board), the EQM Board approved the Merger Agreement.
 
At the effective time of the Merger (the Effective Time), (i) each common unit representing a limited partner interest in RMP (each, an RMP Common Unit) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.3319 (the Exchange Ratio) common units representing limited partner interests in EQM (the EQM Common Units) (the Merger Consideration), (ii) the issued and outstanding incentive distributions rights of RMP (the RMP IDRs) will be cancelled and (iii) each outstanding award of phantom units in respect of RMP Common Units will be fully vested and converted into the right to receive the Merger Consideration, less applicable tax withholding, in respect of each RMP Common Unit subject thereto.
 
RMP has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative business combinations. However, the RMP Board and the RMP Conflicts Committee may change its recommendation in favor of the adoption of the Merger Agreement if, (i) in connection with the receipt of an alternative proposal, it determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to effect such a change in recommendation would be inconsistent with its duties under applicable law as modified by RMP’s partnership agreement or (ii) in connection with a material event, circumstance, change or development that arises or occurs after the date of the Merger Agreement and that was not reasonably foreseeable at the time of the Merger Agreement, it determines in good faith, after consultation with its financial advisors and outside counsel, that the failure to effect such a change in recommendation would be inconsistent with its duties under applicable law as modified by RMP’s partnership agreement.
 
The completion of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including, but not limited to: (i) approval of the Merger Agreement by a majority of RMP’s unitholders, (ii) approval for listing of the EQM Common Units issuable as Merger Consideration on the New York Stock Exchange, (iii) there being no law or injunction prohibiting the consummation of the transactions contemplated by the Merger Agreement, (iv) expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), (v) the effectiveness of a registration statement on Form S-4 relating to the EQM Common Units issuable as Merger Consideration, (vi) subject to specified materiality standards, the accuracy of the representations and warranties of the other party, (vii) compliance by the other party in all material respects with its covenants, (viii) the receipt by EQM and RMP of certain tax opinions covering such matters as described in the Merger Agreement, (ix) the Drop-Down Transactions (as defined below) having been completed or being capable of completion substantially simultaneously with the completion of the Merger, and (x) the IDR Transaction (as defined below) having been completed.
 
EQM and RMP have made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of each of EQM’s and RMP’s business between the date of the signing of the Merger Agreement
 
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and the closing date of the Merger and (ii) the efforts of the parties to cause the Merger to be completed, including actions which may be necessary to cause the expiration or termination of the waiting period under the HSR Act, if applicable. Pursuant to the terms of the Merger Agreement, EQM and RMP have agreed to (including to cause their respective subsidiaries to) use their reasonable best efforts to resolve any objections that a governmental authority may assert under antitrust laws with respect to the Merger, and to avoid or eliminate each and every impediment under any antitrust law that may be asserted by any governmental authority with respect to the Merger, in each case, so as to enable the closing of the Merger to occur as promptly as practicable and in any event no later than on December 31, 2018.
 
The Merger Agreement contains certain termination rights for EQM and RMP. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances, (i) RMP may be required to reimburse EQM’s expenses up to $5 million or pay EQM a termination fee equal to $63.4 million less any previous reimbursements by RMP, and (ii) EQM may be required to reimburse RMP’s expenses up to $5 million.
 
EQT has agreed that until the Effective Time or termination of the Merger Agreement, it will vote all limited partner interests in RMP owned beneficially or of record by it or any of its subsidiaries in favor of approval of the Merger and the approval of any actions required in furtherance thereof. As of the date of the Merger Agreement, EQT indirectly owned 100% of the outstanding limited liability company interests in the RMP General Partner and approximately 28.1% of the outstanding RMP Common Units.  As of the date of the Merger Agreement, EQT also indirectly owned 100% of the outstanding limited liability company interests in EQT GP Services, LLC, the general partner (the EQGP General Partner) of EQT GP Holdings, LP, a Delaware limited partnership (EQGP), and approximately 90.1% of the outstanding common units representing limited partner interests in EQGP (each, an EQGP Common Unit), and EQGP owned 100% of the outstanding limited liability company interests in the EQM General Partner and approximately 27.1% of the outstanding EQM Common Units.  As a result of the Merger, RMP’s common units will no longer be publicly traded.  EQM expects to close the Merger during the third quarter of 2018.
 
Drop-Down Agreement
 
On April 25, 2018, EQT, Rice Midstream Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of EQT (together with EQT, the EQT Parties), EQM and EQM Gathering Holdings, LLC (EQM Gathering), a Delaware limited liability company and wholly owned subsidiary of EQM (together with EQM, the EQM Parties), entered into a Contribution and Sale Agreement (the Drop-Down Agreement) pursuant to which the EQM Parties or their subsidiaries will acquire from the EQT Parties all of the EQT Parties’ interests in (i) Rice West Virginia Midstream LLC and Rice Olympus Midstream LLC and (ii) Strike Force Midstream Holdings LLC (Strike Force Holdings) in exchange for (A) an aggregate of 5,889,282 EQM Common Units and (B) aggregate cash consideration of $1.15 billion (each respective transaction described in the preceding clauses (i) and (ii) a Drop-Down Transaction, and collectively, the Drop-Down Transactions).  Strike Force Holdings owns a 75% limited liability company interest in Strike Force Midstream LLC, a Delaware limited liability company (Strike Force Midstream).  EQM expects to close the Drop-Down Transactions during the second quarter of 2018.
 
The parties to the Drop-Down Agreement have made representations and warranties and agreed to certain covenants, termination rights and indemnification rights customary for a transaction of this nature.  Completion of each Drop-Down Transaction is subject to certain conditions, including, among others, EQM having consummated one or more financings and received not less than the lesser of (i) $1.15 billion of aggregate net proceeds therefrom or (ii) 100% of the cash consideration for the applicable Drop-Down Transaction.  In addition, the EQT Parties are not required to complete the Drop-Down Transactions unless the Merger has been completed or is capable of being completed substantially simultaneously with such Drop-Down Transactions.  Following the recommendation of the EQM Conflicts Committee, the EQM Board approved the Drop-Down Agreement.
 
The Merger Agreement and the Drop-Down Agreement (collectively, the Transaction Agreements) are attached hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference. The foregoing summary has been included to provide investors and security holders with information regarding the terms of the Transaction Agreements and is qualified in its entirety by the terms and conditions of such Transaction Agreements. It is not intended to provide any other factual information about EQT, EQM, RMP, EQGP or their respective subsidiaries and affiliates. The Transaction Agreements contain representations and warranties by the respective parties thereto, which were made only for purposes of the applicable Transaction Agreements and as of specified dates. The representations, warranties and covenants in the Transaction Agreements were made solely for the benefit of the applicable parties thereto, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between
 
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the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of EQT, EQM, RMP, EQGP or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Agreements, which subsequent information may or may not be fully reflected in EQT’s, EQM’s, RMP’s or EQGP’s public disclosures.
 
EQM Term Loan Facility
 
On April 25, 2018, EQM entered into 364-Day Term Loan Agreement (the Term Loan Agreement), among EQM, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders (the Lenders) and agents parties thereto, providing for a $2.5 billion 364-day unsecured multi-draw term loan facility (the Term Loan Facility).
 
EQM may borrow up to $1.2 billion of the commitments under the Term Loan Facility (the General Availability), subject to certain conditions (i) to fund the Merger or the Drop-Down Transactions described herein, (ii) to fund ongoing working capital requirements, (iii) to purchase assets from EQT or its subsidiaries or other future sellers (other than the Drop-Down Transactions), (iv) to repay loans under EQM’s existing revolving credit facility, and (v) for other general partnership purposes of EQM and its subsidiaries. In addition, subject to certain conditions, (i) up to $1 billion of the commitments under the Term Loan Facility may be borrowed in connection with, and to fund, the consummation of the Drop-Down Transactions, and (ii) up to $300 million of the commitments under the Term Loan Facility may be borrowed in connection with, and to fund, the consummation of the Merger.  On April 25, 2018, $338 million of the General Availability was borrowed and used to repay outstanding borrowings under EQM’s $1 billion revolving credit facility. Unused commitments under the Term Loan Facility will terminate automatically on December 31, 2018.
 
The Term Loan Facility matures on April 24, 2019 (the Stated Maturity Date). The Term Loan Agreement includes mandatory prepayment and commitment reduction requirements related to the receipt by EQM of net cash proceeds from certain debt transactions, equity issuances, asset sales, and joint venture distributions.
 
Under the terms of the Term Loan Agreement, EQM can obtain Base Rate Loans (as defined in the Term Loan Agreement) or Eurodollar Rate Loans (as defined in the Term Loan Agreement).  Base Rate Loans are denominated in dollars and bear interest at a base rate plus a margin determined on the basis of EQM’s then current credit ratings, which margin is 0.375% based on EQM’s current credit ratings.  Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the Term Loan Agreement) plus a margin determined on the basis of EQM’s then current credit ratings, which margin is 1.375% based on EQM’s current credit ratings.  EQM may voluntarily prepay borrowings under the Term Loan Facility, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of Eurodollar Rate Loans.  Borrowings under the Term Loan Agreement that are prepaid may not be reborrowed.
 
The Term Loan Agreement contains certain representations and warranties and various affirmative and negative covenants and events of default, including (i) a restriction on the ability of EQM or its subsidiaries to incur or permit liens on assets, (ii) the establishment of a maximum consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions), (iii) a limitation on certain changes to EQM’s business, (iv) certain restrictions related to mergers or acquisitions, (v) a restriction on the ability of EQM or its subsidiaries on making dispositions of all or substantially all of the assets of EQM or its subsidiaries, and (vi) a restriction on the ability of EQM or its subsidiaries to incur new debt, in each case subject to certain significant exceptions.
 
In the ordinary course of their respective businesses, certain of the Lenders and the other parties to the Term Loan Agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with EQM and its affiliates for which they have in the past and/or may in the future receive customary compensation and expense reimbursement (including in connection with the transactions described herein).
 
The foregoing description of the Term Loan Agreement does not purport to be a complete statement of the parties’ rights and obligations under the Term Loan Agreement and the transactions contemplated by the Term Loan
 
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Agreement and is qualified in its entirety by reference to the full text of the Term Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
 
Item 2.03.                   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth in Item 1.01 above under the heading “EQM Term Loan Facility” is incorporated by reference in its entirety.
 
Item 3.02.                   Unregistered Sales of Equity Securities.
 
The issuance of EQM Common Units in the Drop-Down Transactions is expected to be exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), pursuant to Section 4(a)(2) thereof, because such issuance does not involve a public offering.
 
Item 7.01.                   Regulation FD Disclosure. 
 
On April 26, 2018, EQM, EQGP and RMP issued a joint news release announcing their entry into the Merger Agreement, the RMP IDR Purchase Agreement (as defined below) and the Drop-Down Agreement, as applicable. A copy of the news release containing the announcement is attached hereto as Exhibit 99.1 and incorporated by reference herein.
 
Additionally, on April 26, 2018, EQM and EQGP provided supplemental information regarding the proposed Merger, Drop-Down Transactions and IDR Transaction in a presentation to investors. A copy of the investor presentation is attached hereto as Exhibit 99.2 and incorporated by reference herein.
 
The information in this Item 7.01 of Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
 
Item 8.01.  Other Events.
 
Gulfport Transaction
 
On April 25, 2018, EQM, EQM Gathering, Gulfport Energy Corporation (Gulfport) and an affiliate of Gulfport entered into a Purchase and Sale Agreement pursuant to which EQM will acquire the remaining 25% limited liability company interest in Strike Force Midstream not owned by EQT for $175 million (the Gulfport Transaction).  The completion of the Gulfport Transaction is subject to certain customary closing conditions.  EQM expects to close the Gulfport Transaction during the second quarter of 2018.
 
RMP IDR Purchase and Sale Agreement
 
On April 25, 2018, EQT, Rice Midstream GP Holdings LP, a Delaware limited partnership and wholly owned subsidiary of EQT (RMGH), and EQGP entered into an Incentive Distribution Rights Purchase and Sale Agreement (the RMP IDR Purchase Agreement) pursuant to which, subject to the terms and conditions thereof, EQGP will acquire all of the issued and outstanding RMP IDRs from RMGH in exchange for 36,293,766 EQGP Common Units (the IDR Transaction).  The RMP IDR Purchase Agreement is subject to certain conditions, including that the Drop-Down Transactions have been completed or are capable of being completed promptly following the closing of the IDR Transaction.  In addition, in the event the IDR Transaction is completed prior to the Merger and the Merger is not consummated on or prior to December 31, 2018 (or the Merger Agreement is earlier terminated), 8,539,710 of the EQGP Common Units issued to EQT will be cancelled and EQT will pay to EQGP an amount in cash equal to the aggregate amount of any distributions paid by EQT related to the forfeited EQGP Common Units.
 
Following the recommendation of the conflicts committee of the board of directors of the EQGP General Partner, the board of directors of the EQGP General Partner approved the RMP IDR Purchase Agreement.
 
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Cautionary Statement Regarding Forward-Looking Information
 
Disclosures in this Form 8-K contain certain forward-looking statements within the meaning of Section 21E of the Exchange Act, and Section 27A of the Securities Act. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this communication specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of EQM and its affiliates, including whether the midstream transactions are completed, as expected or at all, and the timing of any such transactions; whether the conditions to the midstream transactions can be satisfied; whether the operational, financial and strategic benefits of the midstream transactions can be achieved; whether the costs and expenses of the midstream transactions can be controlled within expectations; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the midstream transactions; competitive responses to the transactions; the possibility that the anticipated benefits of the transactions are not realized when expected or at all; the possibility that the transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transactions; and litigation relating to the transactions. These statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. EQM has based these forward-looking statements on current expectations and assumptions about future events. While EQM considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond EQM’s control. The risks and uncertainties that may affect the operations, performance and results of EQM’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” of EQM’s Form 10-K for the year ended December 31, 2017, as updated by any subsequent Form 10-Qs.
 
All forward-looking statements speak only as of the date they are made and are based on information available at that time. EQM assumes no o blig ation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
 
No Offer or Solicitation
 
This report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such juristiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
 
Additional Information and Where to Find It
 
In connection with their proposed business combination transaction, EQM and RMP intend to file a registration statement on Form S-4, containing a proxy statement/prospectus (the Form S-4) with the SEC. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other documents that EQM or RMP may file with the SEC or send to RMP unitholders in connection with the proposed transaction.  UNITHOLDERS OF RMP ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN IF AND WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  When available, investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus and the registration statement, and any other documents that may be filed with the SEC with respect to the proposed transactions free of charge at the SEC’s website, http://www.sec.gov or as described in the following paragraph.
 
The documents filed with the SEC by EQT and its publicly traded subsidiaries (including EQM, RMP and EQGP) may be obtained free of charge at the applicable website (www.eqt.com for EQT, www.eqtmidstreampartners.com for EQGP and EQM, and www.ricemidstream.com for RMP) or by requesting them by mail at EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222, Attention: Investor Relations, or by telephone at (412) 553-5700.
 
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Participants in the Solicitation
 
EQT, EQM, RMP and EQGP (EQM, RMP and EQGP collectively, the Partnerships) and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of RMP in connection with the proposed transaction. Information about the directors and executive officers of the general partners of EQM, RMP and EQGP is set forth, respectively, in the Annual Report on Form 10-K for the year ended December 31, 2017 filed by such Partnership with the SEC on February 15, 2018 and certain of the Partnerships’ respective Current Reports on Form 8-K. Information regarding EQT’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2017 filed by EQT with the SEC on February 15, 2018, EQT’s definitive proxy statement for its 2017 annual meeting of shareholders filed with the SEC on February 17, 2017 and certain of EQT’s Current Reports on Form 8-K.  These documents can be obtained free of charge from the sources indicated above.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
 
Item 9.01.                   Financial Statements and Exhibits.
 
(d)               Exhibits.

Exhibit No.	 	Description	
2.1	 	Agreement and Plan of Merger, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, EQT Midstream Services, LLC, EQM Acquisition Sub, LLC, EQM GP Acquisition Sub, LLC, Rice Midstream Partners LP, Rice Midstream Management LLC and, solely for purposes of certain provisions thereof, EQT Corporation*	
2.2	 	Contribution and Sale Agreement, dated as of April 25, 2018, by and among EQT Corporation, Rice Midstream Holdings LLC, EQT Midstream Partners, LP and EQM Gathering Holdings, LLC*	
10.1	 	364-Day Term Loan Agreement, dated as of April 25, 2018, by and among EQT Midstream Partners, LP, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto	
99.1	 	News Release, dated as of April 26, 2018, issued by EQT Midstream Partners, LP, EQT GP Holdings, LP and Rice Midstream Partners LP	
99.2	 	Investor Presentation of EQT Midstream Partners, LP and EQT GP Holdings, LP, dated as of April 26, 2018	

*Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. EQM agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the Agreement and Plan of Merger and the Contribution and Sale Agreement.
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	EQT MIDSTREAM PARTNERS, LP	
 	 	 	
 	By:	EQT Midstream Services, LLC,	
 	 	its general partner	

Date: April 26, 2018	By:	/s/ Robert J. McNally	
 	 	Robert J. McNally	
 	 	Senior Vice President and Chief Financial Officer	
 
Signature Page to Announcement Form 8-K (EQT Midstream Partners, LP)

Exhibit 2.1 
 
EXECUTION VERSION
 
AGREEMENT AND PLAN OF MERGER
 
Dated as of April 25, 2018
 
among
 
EQT MIDSTREAM PARTNERS, LP,
 
EQT MIDSTREAM SERVICES, LLC,
 
EQM ACQUISITION SUB, LLC,
 
EQM GP ACQUISITION SUB, LLC,
 
RICE MIDSTREAM PARTNERS LP,
 
RICE MIDSTREAM MANAGEMENT LLC,
 
and,
 
solely for purposes of Sections 5.15 and 5.16 and Article VIII,
 
EQT CORPORATION

 
TABLE OF CONTENTS

ARTICLE I THE MERGER AND THE GP MERGER	 	3	
 	 	 	
Section 1.1	 	The Merger	 	3	
Section 1.2	 	The GP Merger	 	3	
Section 1.3	 	Closing	 	3	
Section 1.4	 	Effective Time	 	3	
Section 1.5	 	Effects of the Merger and the GP Merger	 	3	
 	 	 	 	 	
ARTICLE II EFFECT ON RMP UNITS AND RMP INCENTIVE DISTRIBUTION RIGHTS	 	4	
 	 	 	
Section 2.1	 	Conversion of RMP Units and Cancellation of RMP Incentive Distribution Rights	 	4	
Section 2.2	 	Exchange of Certificates	 	5	
Section 2.3	 	Treatment of RMP Phantom Units	 	8	
Section 2.4	 	Adjustments	 	9	
Section 2.5	 	No Dissenters’ or Appraisal Rights	 	9	
 	 	 	 	 	
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE RMP ENTITIES	 	9	
 	 	 	
Section 3.1	 	Organization, Standing and Power	 	9	
Section 3.2	 	Capitalization	 	10	
Section 3.3	 	Authority; Noncontravention; Voting Requirements	 	12	
Section 3.4	 	Governmental Approvals	 	13	
Section 3.5	 	RMP SEC Documents; Undisclosed Liabilities	 	13	
Section 3.6	 	Absence of Certain Changes or Events	 	15	
Section 3.7	 	Legal Proceedings	 	15	
Section 3.8	 	Compliance with Laws; Permits	 	16	
Section 3.9	 	Information Supplied	 	17	
Section 3.10	 	Tax Matters	 	17	
Section 3.11	 	Employee Benefits	 	18	
Section 3.12	 	Labor Matters	 	20	
Section 3.13	 	Environmental Matters	 	20	
Section 3.14	 	Contracts	 	21	
Section 3.15	 	Property	 	21	
Section 3.16	 	Intellectual Property	 	22	
Section 3.17	 	Insurance	 	22	
 
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Section 3.18	 	Opinion of Financial Advisor	 	22	
Section 3.19	 	Brokers and Other Advisors	 	23	
Section 3.20	 	State Takeover Statutes	 	23	
Section 3.21	 	Regulatory Matters	 	23	
Section 3.22	 	Investment Company Act	 	23	
Section 3.23	 	No Other Representations or Warranties	 	23	
 	 	 	 	 	
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE EQM ENTITIES	 	24	
 	 	 	
Section 4.1	 	Organization, Standing and Power	 	24	
Section 4.2	 	Capitalization	 	25	
Section 4.3	 	Authority; Noncontravention	 	26	
Section 4.4	 	Governmental Approvals	 	28	
Section 4.5	 	EQM SEC Documents; Undisclosed Liabilities	 	28	
Section 4.6	 	Absence of Certain Changes or Events	 	30	
Section 4.7	 	Legal Proceedings	 	30	
Section 4.8	 	Compliance with Laws; Permits	 	30	
Section 4.9	 	Information Supplied	 	31	
Section 4.10	 	Tax Matters	 	32	
Section 4.11	 	Employee Benefits	 	33	
Section 4.12	 	Labor Matters	 	34	
Section 4.13	 	Environmental Matters	 	35	
Section 4.14	 	Contracts	 	35	
Section 4.15	 	Property	 	36	
Section 4.16	 	Intellectual Property	 	37	
Section 4.17	 	Insurance	 	37	
Section 4.18	 	Brokers and Other Advisors	 	37	
Section 4.19	 	State Takeover Statutes	 	37	
Section 4.20	 	Regulatory Matters	 	37	
Section 4.21	 	Investment Company Act	 	38	
Section 4.22	 	No Other Representations or Warranties	 	38	
 	 	 	 	 	
ARTICLE V ADDITIONAL COVENANTS AND AGREEMENTS	 	38	
 	 	 	
Section 5.1	 	Preparation of the Registration Statement and the Proxy Statement; RMP Unitholders Meeting	 	38	
 
ii 

 

Section 5.2	 	Conduct of Business	 	39	
Section 5.3	 	No Solicitation by RMP	 	44	
Section 5.4	 	Reasonable Best Efforts	 	48	
Section 5.5	 	Public Announcements	 	50	
Section 5.6	 	Access to Information; Confidentiality	 	50	
Section 5.7	 	Notification of Certain Matters	 	51	
Section 5.8	 	Indemnification and Insurance	 	52	
Section 5.9	 	Securityholder Litigation	 	53	
Section 5.10	 	Financing Matters	 	54	
Section 5.11	 	Fees and Expenses	 	54	
Section 5.12	 	Section 16 Matters	 	55	
Section 5.13	 	Listing	 	55	
Section 5.14	 	Distributions	 	55	
Section 5.15	 	Conflicts Committees	 	55	
Section 5.16	 	Voting and Consent	 	56	
Section 5.17	 	Tax Opinions	 	56	
 	 	 	 	 	
ARTICLE VI CONDITIONS PRECEDENT	 	56	
 	 	 	
Section 6.1	 	Conditions to Each Party’s Obligation to Effect the Merger and the GP Merger	 	56	
Section 6.2	 	Conditions to Obligations of EQM Entities to Effect the Merger and the GP Merger	 	57	
Section 6.3	 	Conditions to Obligation of RMP Entities to Effect the Merger and the GP Merger	 	58	
Section 6.4	 	Frustration of Closing Conditions	 	59	
 	 	 	 	 	
ARTICLE VII TERMINATION	 	59	
 	 	 	
Section 7.1	 	Termination	 	59	
Section 7.2	 	Effect of Termination	 	61	
Section 7.3	 	Fees and Expenses	 	61	
 	 	 	 	 	
ARTICLE VIII MISCELLANEOUS	 	64	
 	 	 	
Section 8.1	 	No Survival	 	64	
Section 8.2	 	Amendment or Supplement	 	64	
Section 8.3	 	Extension of Time, Waiver	 	65	
 
iii 

 

Section 8.4	 	Assignment	 	65	
Section 8.5	 	Counterparts	 	65	
Section 8.6	 	Entire Agreement; No Third-Party Beneficiaries	 	66	
Section 8.7	 	Governing Law; Jurisdiction; Waiver of Jury Trial	 	66	
Section 8.8	 	Specific Enforcement	 	67	
Section 8.9	 	Notices	 	67	
Section 8.10	 	Severability	 	69	
Section 8.11	 	Interpretation	 	69	
Section 8.12	 	Non-Recourse	 	70	
Section 8.13	 	Definitions	 	70	
 
iv 

 
INDEX OF DEFINED TERMS

Defined Term	 	Where Defined	
Affiliate	 	Section 8.13	
Agreement	 	Preamble	
Antitrust Laws	 	Section 8.13	
Balance Sheet Date	 	Section 3.5(d)	
Benefit Plan	 	Section 8.13	
Book-Entry Units	 	Section 2.1(c)	
business day	 	Section 8.13	
Certificate	 	Section 2.1(c)	
Certificate of GP Merger	 	Section 1.4	
Certificate of Merger	 	Section 1.4	
Clayton Act	 	Section 8.13	
Closing	 	Section 1.3	
Closing Date	 	Section 1.3	
Code	 	Section 2.2(j)	
Contract	 	Section 3.3(a)	
control	 	Section 8.13	
controlled by	 	Section 8.13	
DLLCA	 	Section 8.13	
Drop-Down Agreements	 	Section 8.13	
Drop-Down Transactions	 	Section 8.13	
DRULPA	 	Section 8.13	
Effective Time	 	Section 1.4	
Enforceability Exceptions	 	Section 3.3(a)	
Environmental Law	 	Section 8.13	
Environmental Permit	 	Section 8.13	
EQGP	 	Recitals	
EQM	 	Preamble	
EQM Benefit Plans	 	Section 4.11(a)	
EQM Charter Documents	 	Section 4.1(d)	
EQM Conflicts Committee	 	Recitals	
EQM Disclosure Schedule	 	ARTICLE IV	
EQM Entities	 	Preamble	
EQM Equity Plans	 	Section 8.13	
EQM Expenses	 	Section 7.3(e)	
EQM Gathering Holdings	 	Section 8.13	
EQM GP	 	Preamble	
EQM GP Agreement	 	Section 8.13	
EQM GP Board	 	Recitals	
EQM GP Charter Documents	 	Section 8.13	
EQM GP Interest	 	Section 8.13	
EQM GP Unit	 	Section 8.13	
EQM Incentive Distribution Rights	 	Section 8.13	
EQM Intellectual Property	 	Section 4.16	
 
v 

 

EQM Joint Ventures	 	Section 8.13	
EQM Limited Partner	 	Section 8.13	
EQM Limited Partner Interest	 	Section 8.13	
EQM Material Adverse Effect	 	Section 4.1(a)	
EQM Material Contracts	 	Section 4.14(a)	
EQM Non-Qualifying Income Cushion	 	Section 7.3(f)	
EQM Partnership Agreement	 	Section 8.13	
EQM Partnership Interest	 	Section 8.13	
EQM Permits	 	Section 4.8(b)	
EQM SEC Documents	 	Section 4.5(a)	
EQM Special Approval	 	Section 8.13	
EQM Subsidiary Documents	 	Section 4.1(d)	
EQM Unaffiliated Unitholders	 	Section 8.13	
EQM Unit	 	Section 8.13	
EQM Unit Majority	 	Section 8.13	
EQM Unitholders	 	Section 8.13	
EQT	 	Preamble	
ERISA	 	Section 8.13	
ERISA Affiliates	 	Section 8.13	
Exchange Act	 	Section 3.4	
Exchange Agent	 	Section 2.2(a)	
Exchange Fund	 	Section 2.2(b)	
Exchange Ratio	 	Section 2.1(a)	
Federal Trade Commission Act	 	Section 8.13	
FPA	 	Section 3.21	
GAAP	 	Section 8.13	
Governmental Authority	 	Section 8.13	
GP Merger	 	Recitals	
GP Merger Effective Time	 	Section 1.4	
GP Merger Sub	 	Preamble	
GP Merger Sub Charter Documents	 	Section 8.13	
Hazardous Substance	 	Section 8.13	
HSR Act	 	Section 8.13	
ICA	 	Section 3.21	
IDR Purchase and Sale Agreement	 	Section 8.13	
IDR Transaction	 	Section 8.13	
Indemnified Person	 	Section 5.8(a)	
Intended Tax Treatment	 	Section 2.2(k)	
Intervening Event	 	Section 8.13	
Knowledge	 	Section 8.13	
Law	 	Section 3.8(a)	
Laws	 	Section 3.8(a)	
Liens	 	Section 3.1(c)	
Material Adverse Effect	 	Section 8.13	
Maximum Amount	 	Section 5.8(c)	
Merger	 	Recitals	
 
vi 

 

Merger Consideration	 	Section 2.1(a)	
Merger Sub	 	Preamble	
Merger Sub Charter Documents	 	Section 8.13	
Multiemployer Plan	 	Section 8.13	
NGA	 	Section 3.21	
NGPA	 	Section 3.21	
NYSE	 	Section 8.13	
Outside Date	 	Section 7.1(b)(i)	
PBGC	 	Section 3.11(d)	
Permit	 	Section 8.13	
Person	 	Section 8.13	
Proceeding	 	Section 5.8(a)	
Proxy Statement	 	Section 3.4	
PUHCA	 	Section 3.21	
Registration Statement	 	Section 3.9	
Remedial Actions	 	Section 5.4(d)	
Representatives	 	Section 5.3(a)	
Restraints	 	Section 6.1(c)	
rights-of-way	 	Section 3.15(b)	
RMGH	 	Section 3.2(e)	
RMP	 	Preamble	
RMP Adverse Recommendation Change	 	Section 5.3(a)	
RMP Alternative Proposal	 	Section 8.13	
RMP Base Amount	 	Section 7.3(f)	
RMP Benefit Plans	 	Section 3.11(a)	
RMP Board Recommendation	 	Section 5.1(b)	
RMP Charter Documents	 	Section 3.1(d)	
RMP Conflicts Committee	 	Recitals	
RMP Disclosure Schedule	 	ARTICLE III	
RMP Entities	 	Preamble	
RMP Equity Plans	 	Section 8.13	
RMP Existing Credit Facility	 	Section 5.10(b)	
RMP Expenses	 	Section 7.3(e)	
RMP Fairness Opinion	 	Section 3.18	
RMP Financial Advisor	 	Section 3.18	
RMP GP	 	Preamble	
RMP GP Agreement	 	Section 8.13	
RMP GP Board	 	Recitals	
RMP GP Charter Documents	 	Section 8.13	
RMP GP Interest	 	Section 8.13	
RMP Incentive Distribution Right	 	Section 8.13	
RMP Intellectual Property	 	Section 3.16	
RMP Limited Partner	 	Section 8.13	
RMP Limited Partner Interest	 	Section 8.13	
RMP Material Adverse Effect	 	Section 3.1(a)	
RMP Material Contracts	 	Section 3.14(a)	
 
vii 

 

RMP Non-Qualifying Income Cushion	 	Section 7.3(g)	
RMP Partnership Agreement	 	Section 8.13	
RMP Partnership Interest	 	Section 8.13	
RMP Permits	 	Section 3.8(b)	
RMP Phantom Unit Award	 	Section 2.3	
RMP Recommendation Change Notice	 	Section 5.3(d)(ii)(A)	
RMP SEC Documents	 	Section 3.5(a)	
RMP Special Approval	 	Section 8.13	
RMP Subsidiary Documents	 	Section 3.1(d)	
RMP Superior Proposal	 	Section 8.13	
RMP Superior Proposal Notice	 	Section 5.3(d)(i)(C)	
RMP Superior Proposal Notice Period	 	Section 5.3(d)(i)(D)	
RMP Termination Fee	 	Section 7.3(a)	
RMP Unaffiliated Unitholders	 	Section 8.13	
RMP Unit	 	Section 8.13	
RMP Unitholder Approval	 	Section 3.3(c)	
RMP Unitholders	 	Section 8.13	
RMP Unitholders Meeting	 	Section 5.1(b)	
Sarbanes-Oxley Act	 	Section 3.5(a)	
SEC	 	Section 8.13	
Securities Act	 	Section 3.1(c)	
Sherman Act	 	Section 8.13	
Subsidiary	 	Section 8.13	
Surviving Entity	 	Section 1.1	
Surviving GP Entity	 	Section 1.2	
Tax	 	Section 8.13	
Tax Guidance	 	Section 7.3(f)	
Tax Return	 	Section 8.13	
Taxes	 	Section 8.13	
Treasury Regulations	 	Section 8.13	
under common control with	 	Section 8.13	
Unit Majority	 	Section 8.13	
WARN Act	 	Section 3.12	
Willful Breach	 	Section 8.13	
 
viii 

 
AGREEMENT AND PLAN OF MERGER
 
This AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2018 (this “ Agreement ”), is by and among EQT Midstream Partners, LP, a Delaware limited partnership (“ EQM ”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“ EQM GP ” ), EQM GP Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (“ GP Merger Sub ”), EQM Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (“ Merger Sub ” and, together with EQM, EQM GP and GP Merger Sub, the “ EQM Entities ”), Rice Midstream Partners LP, a Delaware limited partnership (“ RMP ”), Rice Midstream Management, LLC, a Delaware limited liability company and the general partner of RMP (“ RMP GP ” and, together with RMP, the “ RMP Entities ”), and, solely for purposes of Sections 5.15 and 5.16 and Article VIII , EQT Corporation, a Pennsylvania corporation (“ EQT ”).
 
W I T N E S S E T H:
 
WHEREAS, the parties intend that (i) Merger Sub be merged with and into RMP (the “ Merger ”), with RMP surviving the Merger as a wholly owned subsidiary of EQM and (ii) concurrently with or immediately following the Merger, GP Merger Sub be merged with and into RMP GP (the “ GP Merger ”), with RMP GP surviving the GP Merger as a wholly owned subsidiary of EQM;
 
WHEREAS, the Conflicts Committee (“ EQM Conflicts Committee ”) of the Board of Directors (the “ EQM GP Board ”) of EQM GP, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of EQM and the EQM Unaffiliated Unitholders (as defined herein), (b) approved this Agreement and the consummation of the transactions contemplated hereby, including the Merger, the GP Merger and the issuance of the Merger Consideration (as defined herein) (the foregoing constituting EQM Special Approval (as defined herein)), and (c) resolved to recommend to the EQM GP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, the GP Merger and the issuance of the Merger Consideration;
 
WHEREAS, upon the receipt of such approval and recommendation of the EQM Conflicts Committee, at a meeting duly called and held, the EQM GP Board, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of EQM and the EQM Unitholders and (b) approved this Agreement and the consummation of the transactions contemplated hereby, including the Merger, the GP Merger and the issuance of the Merger Consideration (as defined herein);
 
WHEREAS, the Conflicts Committee (the “ RMP Conflicts Committee ”) of the Board of Directors of RMP GP (the “ RMP GP Board ”), by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of RMP and the RMP Unaffiliated Unitholders (as defined herein), (b) approved this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger (the foregoing constituting RMP Special Approval (as defined herein)), (c) resolved to recommend to the RMP GP Board the approval of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, and (d) resolved to

 
recommend, and to direct the RMP GP Board to recommend, the approval of this Agreement and the Merger, by the RMP Limited Partners (as defined herein);
 
WHEREAS, upon the receipt of such approval and recommendation of the RMP Conflicts Committee, at a meeting duly called and held, the RMP GP Board, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interests of RMP and the RMP Unaffiliated Unitholders, (b) approved this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, (c) directed that this Agreement be submitted to a vote of the RMP Limited Partners, and (d) resolved to recommend approval of this Agreement and the Merger by the RMP Limited Partners;
 
WHEREAS, EQM Gathering Holdings, as the sole member of Merger Sub and GP Merger Sub, respectively, has approved this Agreement and approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, on the terms and subject to the conditions set forth in this Agreement;
 
WHEREAS, EQT GP Holdings, LP (“ EQGP ”) as the sole member of EQM GP, has approved this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, on the terms and subject to the conditions set forth in this Agreement;
 
WHEREAS, Rice Midstream Holdings LLC, as the sole member of RMP GP, has approved this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, on the terms and subject to the conditions set forth in this Agreement;
 
WHEREAS, concurrently with the execution of this Agreement, the parties thereto are entering into the Drop-Down Agreement and the IDR Purchase and Sale Agreement (each as defined herein); and
 
WHEREAS, the Board of Directors of EQT approved this Agreement and the consummation of the transactions contemplated hereby solely with respect to, and the transactions contemplated by, Section 5.15 , Section 5.16 and Article VIII .
 
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the RMP Entities, the EQM Entities and, solely for purposes of Section 5.15 , Section 5.16 and Article VIII , EQT agree as follows:
 
2 

 
ARTICLE I
THE MERGER AND THE GP MERGER
 
Section 1.1                                     The Merger .  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DRULPA and DLLCA, at the Effective Time, Merger Sub shall be merged with and into RMP, the separate limited liability company existence of Merger Sub will cease, and RMP will continue its existence as a limited partnership under Delaware law as the surviving entity in the Merger (the “ Surviving Entity ”).
 
Section 1.2                                     The GP Merger .  Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DLLCA, at the GP Merger Effective Time, GP Merger Sub shall be merged with and into RMP GP, the separate limited liability company existence of GP Merger Sub will cease, and RMP GP will continue its existence as a limited liability company under Delaware law as the surviving entity in the GP Merger (the “ Surviving GP Entity ”).
 
Section 1.3                                     Closing .  Subject to the provisions of Article VI , the closing of the Merger and the GP Merger (the “ Closing ”) shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019 at 8:00 A.M., Eastern Time, on the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place, date and time as EQM and RMP shall agree.  The date on which the Closing actually occurs is referred to as the “ Closing Date .”
 
Section 1.4                                     Effective Time .
 
(a)                                  Subject to the provisions of this Agreement, at the Closing, the parties will cause a certificate of merger, executed in accordance with the relevant provisions of the DRULPA and DLLCA (the “ Certificate of Merger ”), in such form as necessary to effect the Merger, to be duly filed with the Secretary of State of the State of Delaware.  The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by EQM and RMP in writing and specified in the Certificate of Merger (the effective time of the Merger being hereinafter referred to as the “ Effective Time ”).
 
(b)                                  Concurrently with or as soon as practicable following the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, a certificate of merger, executed in accordance with the relevant provisions of the DLLCA (the “ Certificate of GP Merger ”), in such form as necessary to effect the GP Merger, shall be duly filed by the parties hereto with the Secretary of State of the State of Delaware.  The GP Merger will become effective at such time as the Certificate of GP Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by EQM and RMP in writing and specified in the Certificate of GP Merger (the effective time of the GP Merger being hereinafter referred to as the “ GP Merger Effective Time ”).
 
3 

 
Section 1.5                                     Effects of the Merger and the GP Merger .
 
(a)                                  The Merger shall have the effects set forth herein and in the applicable provisions of the DRULPA and DLLCA.  At the Effective Time: (i) the certificate of limited partnership of RMP as in effect immediately prior to the Effective Time shall continue as the certificate of limited partnership of the Surviving Entity until thereafter changed or amended as provided by applicable Law (as defined herein); (ii) the RMP Partnership Agreement shall continue as the partnership agreement of RMP until thereafter changed or amended as provided therein or by applicable Law in each case consistent with the obligations set forth in Section 5.8 ; (iii) RMP GP shall continue as the sole general partner of the Surviving Entity with a non-economic general partner interest in the Surviving Entity; (iv) the limited liability company interests in Merger Sub shall be converted into a single RMP Unit; (v) EQM Gathering Holdings shall be admitted as the sole limited partner of the Surviving Entity and all limited partners of RMP immediately prior to the Merger shall simultaneously cease to be limited partners of RMP; (vi) the Surviving Entity shall continue without dissolution; and (vii) the books and records of the Surviving Entity shall be revised to reflect the foregoing.
 
(b)                                  The GP Merger shall have the effects set forth herein and in the applicable provisions of the DLLCA.  At the GP Merger Effective Time: (i) the certificate of formation of RMP GP as in effect immediately prior to the GP Merger Effective Time shall continue as the certificate of formation of the Surviving GP Entity until thereafter changed or amended as provided by applicable Law; (ii) all limited liability company interests of GP Merger Sub issued and outstanding immediately prior to the GP Merger Effective Time shall be converted into 100% of the limited liability company interests of the Surviving GP Entity; (iii) the limited liability company agreement of RMP GP as in effect immediately prior to the GP Merger Effective Time shall continue as the limited liability company agreement of the Surviving GP Entity; (iv) EQM Gathering Holdings shall be admitted as the sole member of the Surviving GP Entity; (v) the sole member of RMP GP immediately prior to the GP Merger shall simultaneously cease to be a member of the Surviving GP Entity; (vi) the Surviving GP Entity shall continue without dissolution; and (vii) the books and records of the Surviving GP Entity shall be revised to reflect the foregoing.
 
ARTICLE II
EFFECT ON RMP UNITS AND RMP INCENTIVE DISTRIBUTION RIGHTS
 
Section 2.1                                     Conversion of RMP Units and Cancellation of RMP Incentive Distribution Rights .  At the Effective Time, by virtue of the Merger and without any action on the part of the parties or the holder of any securities of or interests in the parties:
 
(a)                                  Conversion of RMP Units .  Subject to Section 2.2(h)  and Section 2.4 , each RMP Unit issued and outstanding or deemed issued and outstanding in accordance with Section 2.3 as of immediately prior to the Effective Time shall be converted into the right to receive 0.3319 (the “ Exchange Ratio ”) EQM Units (the “ Merger Consideration ”), subject to adjustment in accordance with Section 2.4 , which EQM Units will be duly authorized, validly issued, fully paid (to the extent required under the EQM Partnership Agreement) and non-assessable (except as set forth in the EQM Partnership Agreement or as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA).
 
4 

 
(b)                                  Cancellation of RMP Incentive Distribution Rights .  The RMP Incentive Distribution Rights (as defined herein) outstanding immediately prior to the Effective Time shall be automatically canceled and shall cease to exist.  In connection with such cancellation, EQT EQGP shall retain its rights to any capital account in RMP associated, as of immediately prior to the Merger, with the RMP Incentive Distribution Rights acquired by EQGP pursuant to the IDR Purchase and Sale Agreement.
 
(c)                                   Book-Entry Unit and Certificates .  As of the Effective Time, all RMP Units converted into the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of RMP Units in book-entry form (“ Book-Entry Units ”) or a certificate that immediately prior to the Effective Time represented any RMP Units (a “ Certificated Unit ”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any distributions to which such holder is entitled pursuant to Section 2.2(g) , in each case to be issued or paid in consideration therefor upon surrender of such RMP Unit in accordance with Section 2.2(c) , without interest, and the right to be admitted as an EQM Limited Partner.  Upon such surrender of a RMP Unit in accordance with this Agreement and the recording of the name of such Person as a limited partner of EQM on the books and records of EQM, such Person shall automatically and effective as of the Effective Time be admitted as an EQM Limited Partner and be bound by the EQM Partnership Agreement as such.  By its acceptance of EQM Units, an RMP Unitholder confirms its agreement to be bound by all of the terms and conditions of the EQM Partnership Agreement.
 
Section 2.2                                     Exchange of Certificates .
 
(a)                                  Exchange Agent .  Prior to the Closing Date, EQM shall appoint an exchange agent reasonably acceptable to RMP (the “ Exchange Agent ”) for the purpose of exchanging Certificated Units and Book-Entry Units for the Merger Consideration.  As soon as reasonably practicable after the Effective Time, but in no event more than five business days following the Effective Time, EQM will send, or will cause the Exchange Agent to send, to each holder of record of RMP Units as of the Effective Time a letter of transmittal (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificated Units (or effective affidavits of loss in lieu thereof) and Book-Entry Units to the Exchange Agent) in such forms as EQM and RMP may reasonably agree, including instructions for use in effecting the surrender of Certificated Units (or effective affidavits of loss in lieu thereof) and Book-Entry Units to the Exchange Agent in exchange for the Merger Consideration.
 
(b)                                  Deposit .  At or prior to the Closing, EQM shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of RMP Units, an amount of EQM Units (which shall be in non-certificated book-entry form) issuable upon due surrender of the Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units pursuant to the provisions of this Article II .  Following the Effective Time, EQM agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any distributions pursuant to Section 2.2(g)  and any EQM Units sufficient to pay any Merger Consideration, in each case, that may be payable from time to time following the Effective Time.  All book-entry units representing EQM Units deposited with, and cash made available to, the
 
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Exchange Agent (including pursuant to Section 2.2(h) ) shall be referred to in this Agreement as the “ Exchange Fund .”  The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued or paid pursuant to this Article II and such distributions as a holder of RMP Units may be entitled to receive pursuant to Section 2.2(g) out of the Exchange Fund.  The Exchange Fund shall not be used for any other purpose.  The Exchange Agent shall invest any cash included in the Exchange Fund as directed by EQM; provided , that no such investment or losses thereon shall affect the Merger Consideration payable to holders of RMP Units and EQM shall promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of RMP Units in the amount of any such losses.
 
(c)                                   Exchange .  Each holder of RMP Units that have been converted into the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, a certificate (or effective affidavits of loss in lieu thereof) representing each Certificated Unit, or Book-Entry Unit and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor the number of EQM Units representing, in the aggregate, (i) the whole number of EQM Units that such holder has the right to receive in accordance with the provisions of this Article II and (ii) a check in the amount of such distributions as such holder has the right to receive pursuant to Section 2.2(g) . The Merger Consideration and such other amounts as reflected in the immediately preceding sentence shall be paid as promptly as practicable after receipt by the Exchange Agent of the certificates (or effective affidavits of loss in lieu thereof) representing each Certificated Unit or Book-Entry Units and letter of transmittal in accordance with the foregoing.  No interest shall be paid or accrued on any Merger Consideration or on any unpaid distributions payable to holders of RMP Units.  Until so surrendered, each such RMP Unit shall, after the Effective Time, represent for all purposes only the right to receive such Merger Consideration.  The Merger Consideration paid upon surrender of Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units shall be deemed to have been paid in full satisfaction of all rights pertaining to the RMP Units.
 
(d)                                  Other Payees .  If any payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificated Unit (or effective affidavits of loss in lieu thereof) or Book-Entry Unit is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the making of such payment to a Person other than the registered holder of the surrendered Certificated Unit (or effective affidavits of loss in lieu thereof) or Book-Entry Unit or shall establish to the satisfaction of EQM and the Exchange Agent that such Tax has been paid or is not payable.  If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificated Unit (or effective affidavits of loss in lieu thereof) or Book-Entry Unit is registered, it shall be a condition to the registration thereof that any surrendered certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other similar Taxes required as a result of such registration in the name of a Person other than the registered holder of such Certificated Unit (or effective affidavits of loss in lieu thereof) or Book-Entry Unit or establish to the satisfaction of EQM and the Exchange Agent that such Tax has been paid or is not payable.
 
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(e)                                   No Further Transfers .  From and after the Effective Time, there shall be no further registration on the books of RMP of transfers of RMP Units.  From and after the Effective Time, the holders of Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such RMP Units except as otherwise provided in this Agreement or by applicable Law.  If, after the Effective Time, Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units are presented to the Exchange Agent or EQM, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article II .
 
(f)                                    Termination of Exchange Fund .  Any portion of the Exchange Fund that remains unclaimed by the RMP Unitholders 12 months after the Effective Time shall be returned to EQM, upon demand, and any such holder who has not exchanged such holder’s RMP Units for the Merger Consideration in accordance with this Section 2.2 prior to that time shall thereafter look only to the Surviving Entity for delivery of the Merger Consideration in respect of such holder’s RMP Units.  Notwithstanding the foregoing, EQM, RMP and the Surviving Entity shall not be liable to any RMP Unitholder for any Merger Consideration duly delivered to a public official pursuant to applicable abandoned property Laws.  Any Merger Consideration remaining unclaimed by RMP Unitholders immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of EQM free and clear of any claims or interest of any Person previously entitled thereto.
 
(g)                                   Distributions .  No distributions with respect to EQM Units issued in the Merger shall be paid to the holder of any unsurrendered Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units until such Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units are surrendered as provided in this Section 2.2 .  Following such surrender, subject to the effect of escheat, Tax or other applicable Law, there shall be paid, without interest, to the record holder of the EQM Units, if any, issued in exchange therefor (i) at the time of such surrender, all distributions payable in respect of any such EQM Units with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the distributions payable with respect to such EQM Units with a record date after the Effective Time but with a payment date subsequent to such surrender.  For purposes of distributions in respect of EQM Units, all EQM Units to be issued pursuant to the Merger shall be entitled to distributions pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.
 
(h)                                  No Fractional Units .  No certificates or scrip representing fractional EQM Units shall be issued upon the surrender for exchange of Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units.  Notwithstanding any other provision of this Agreement, all fractional EQM Units that a holder of RMP Units converted pursuant to the Merger would otherwise be entitled to receive as Merger Consideration in the Merger (after taking into account all Certificated Units (or effective affidavits of loss in lieu thereof) or Book-Entry Units) will be aggregated and then, if a fractional EQM Unit results from that aggregation, be rounded up to the nearest whole EQM Unit.
 
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(i)                                      Lost, Stolen or Destroyed Certificates .  If any certificate representing a Certificated Unit shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by EQM, the posting by such Person of a bond, in such reasonable amount as EQM may direct, as indemnity against any claim that may be made against it with respect to such Certificated Unit, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration to be paid in respect of the RMP Units represented by such certificate as contemplated by this Article II and pay any distributions pursuant to Section 2.2(g) .
 
(j)                                     Withholding Taxes .  EQM, RMP and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury Regulations promulgated thereunder, or under any provision of applicable state, local or non-U.S. Tax Law (and to the extent deduction and withholding is required, such deduction and withholding may be taken in EQM Units).  To the extent amounts are so withheld and timely paid over to the appropriate Tax authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such withholding was made.  If withholding is taken in EQM Units, EQM and the Exchange Agent shall be treated as having sold such EQM Units for an amount of cash equal to the fair market value of such EQM Units at the time of such deemed sale and paid such cash proceeds to the appropriate Tax authority.
 
(k)                                  Tax Characterization of Merger .  Each of the parties hereto acknowledges and agrees that, for U.S. federal (and applicable state and local) income tax purposes, (i) the Merger is intended to be treated as an “assets-over” partnership merger transaction under Treasury Regulations Sections 1.708-1(c)(1) and 1.708-1(c)(3)(i), whereby RMP is intended to be the terminating partnership and EQM is intended to be the resulting partnership, and as a result, the Merger shall be treated for U.S. federal (and applicable state and local) income tax purposes as (A) a contribution of all of the assets and liabilities of RMP to EQM in exchange for partnership interests in EQM, immediately followed by (B) a liquidating distribution by RMP of such partnership interests in EQM to the partners of RMP as of immediately prior to the Merger and (ii) none of EQM, RMP, any holder of EQM Units or other partnership interest in EQM, or any holder of RMP Units or other partnership interest in RMP is intended to recognize taxable gain (other than any gain resulting from (A) any actual or constructive distribution of cash or other property or (B) any decrease in partnership liabilities pursuant to Section 752 of the Code) (the “ Intended Tax Treatment ”).  Unless required to do so as a result of a “determination” as defined in Section 1313(a) of the Code, each of the parties hereto agrees not to make any Tax filings or otherwise take any position inconsistent with the Intended Tax Treatment and to cooperate with the other party to make any filings, statements, or reports required to effect, disclose or report the Intended Tax Treatment.
 
Section 2.3                                     Treatment of RMP Phantom Units .  Each award of phantom units in respect of RMP Units (each, an “ RMP Phantom Unit Award ”) that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any such RMP Phantom Unit Award, be fully vested and
 
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converted into the right to receive the Merger Consideration, subject to applicable tax withholding, in respect of each RMP Unit subject thereto.  Effective as of no later than the Effective Time, the RMP GP Board (or, if appropriate, any committee administering any RMP Equity Plans) and the EQM GP Board (or the appropriate committee thereof) shall adopt resolutions and take any other actions that may be reasonably necessary to effect the provisions of this Section 2.3 .
 
Section 2.4                                     Adjustments .  Notwithstanding any provision of this Article II to the contrary (but without in any way limiting the covenants in Section 5.2 ), if between the date of this Agreement and the Effective Time the number of outstanding RMP Units or EQM Units shall have been changed into a different number of units or a different class by reason of the occurrence or record date of any unit dividend, subdivision, reclassification, recapitalization, split, split-up, unit distribution, combination, exchange of units or similar transaction, the Exchange Ratio shall be appropriately adjusted to reflect fully the effect of such unit dividend, subdivision, reclassification, recapitalization, split, split-up, unit distribution, combination, exchange of units or similar transaction and to provide the holders of RMP Units the same economic effect as contemplated by this Agreement prior to such event.
 
Section 2.5                                     No Dissenters’ or Appraisal Rights .  No dissenters’ or appraisal rights shall be available with respect to the Merger, the GP Merger or the other transactions contemplated hereby.
 
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE RMP ENTITIES
 
Except as disclosed in (a) the RMP SEC Documents filed or publicly furnished with the SEC on or after December 31, 2016 and prior to the date of this Agreement (but excluding any disclosure contained in any such RMP SEC Documents under the heading “Risk Factors” or “Cautionary Statements” or similar heading (other than any factual information contained within such headings, disclosure or statements)) or (b) the disclosure letter delivered by RMP to EQM (the “ RMP Disclosure Schedule ”) prior to the execution of this Agreement ( provided that (i) disclosure in any section of such RMP Disclosure Schedule shall be deemed to be disclosed with respect to any other section of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or cross reference thereto and (ii) the mere inclusion of an item in such RMP Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have, an RMP Material Adverse Effect), the RMP Entities hereby represent and warrant to EQM as follows:
 
Section 3.1                                     Organization, Standing and Power .
 
(a)                                  Each of the RMP Entities and their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where
 
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the failure to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect on RMP (an “ RMP Material Adverse Effect ”).
 
(b)                                  Each of the RMP Entities and their respective Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, have an RMP Material Adverse Effect.
 
(c)                                   Except as set forth on Section 3.1(c)  of the RMP Disclosure Schedule, all of the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of RMP that are owned directly or indirectly by RMP have been duly authorized and validly issued in accordance with the organizational documents of each such entity (in each case as in effect on the date of this Agreement) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the organizational documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all liens, pledges, charges, mortgages, encumbrances, options, rights of first refusal or other preferential purchase rights, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions as set forth in the organizational documents of such Subsidiary and for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”), and the “blue sky” laws of the various States of the United States) (collectively, “ Liens ”).  All such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by RMP.
 
(d)                                  RMP has made available to EQM correct and complete copies of its certificate of limited partnership and the RMP Partnership Agreement (the “ RMP Charter Documents ”), and correct and complete copies of the comparable organizational documents of each of its material Subsidiaries (the “ RMP Subsidiary Documents ”) and of RMP GP, in each case as amended to the date of this Agreement.  All such RMP Charter Documents, RMP Subsidiary Documents and RMP GP Charter Documents are in full force and effect and none of RMP, its material Subsidiaries and RMP GP is in violation of any of their provisions.
 
(e)                                   RMP GP has not engaged in business, activity or operations other than acting as general partner of RMP, and RMP GP has no assets (other than the RMP GP Interest).  RMP GP has no liabilities of any nature (whether or not accrued or contingent) other than liabilities incurred as a matter of law by virtue of acting as general partner of RMP.  RMP GP is not a party to any document or agreement in its individual capacity (as opposed to its capacity as general partner of RMP).  RMP GP has no employees and has not and is not obligated to sponsor, maintain or contribute to any Benefit Plan.
 
Section 3.2                                     Capitalization .
 
(a)                                  As of the close of business on April 24, 2018, the issued and outstanding limited partner interests and general partner interests of RMP consisted of (i) 102,303,108 RMP
 
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Units, (ii) the RMP Incentive Distribution Rights and (iii) the RMP GP Interest.  Section 3.2(a)  of the RMP Disclosure Schedule sets forth the number of RMP Units that were issuable pursuant to RMP Equity Plans as of April 24, 2018, including the number of RMP Units that were subject to outstanding awards under the RMP Equity Plans (whether settleable in RMP Units or cash) as of such date.  All outstanding RMP Units and RMP Incentive Distribution Rights have been duly authorized and validly issued and are fully paid (to the extent required under the RMP Partnership Agreement), nonassessable (except as set forth in the RMP Partnership Agreement or as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA), and except as set forth in the RMP Partnership Agreement, free of preemptive rights.  Except (A) as set forth above in this Section 3.2(a)  or (B) as otherwise expressly permitted by Section 5.2(a) , as of the date of this Agreement there are not, and as of the Effective Time there will not be, any partnership interests, voting securities or other equity interests of RMP issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any RMP Partnership Interests or other partnership interests, voting securities or other equity interests of RMP, including any representing the right to purchase or otherwise receive any of the foregoing.
 
(b)                                  Since the Balance Sheet Date (as defined herein) to the date of this Agreement, RMP has not issued any RMP Partnership Interests or other partnership interests, voting securities or other equity interests, or any securities convertible into or exchangeable or exercisable for any RMP Partnership Interests or other partnership interests, voting securities or other equity interests, other than as set forth above in Section 3.2(a) .  Except for equity or equity-based awards outstanding under RMP Equity Plans and disclosed in accordance with Section 3.2(a) , none of RMP or any of its Subsidiaries has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any partnership interests, shares of capital stock, voting securities or equity interests of any Subsidiary of RMP.  Except (i) as set forth in the RMP Charter Documents, as in effect as of the date of this Agreement, or (ii) in connection with the vesting, settlement or forfeiture of, or Tax withholding with respect to, any equity or equity-based awards granted under RMP Equity Plans disclosed in Section 3.2(a)  and outstanding as of the date of this Agreement, there are no outstanding obligations of RMP or any of its Subsidiaries to repurchase, redeem or otherwise acquire any RMP Partnership Interests or other partnership interests, shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any RMP Partnership Interests or other partnership interests, shares of capital stock, voting securities or equity interests) of RMP or any of its Subsidiaries.
 
(c)                                   RMP GP is the sole general partner of RMP.  RMP GP is the sole record and beneficial owner of the RMP GP Interest, and such RMP GP Interest has been duly authorized and validly issued in accordance with applicable Law and the RMP Partnership Agreement.  RMP GP owns the RMP GP Interest free and clear of any Liens.
 
(d)                                  Rice Midstream Holdings LLC is the sole member of RMP GP.  Rice Midstream Holdings LLC is the sole record and beneficial owner of all limited liability company interests in RMP GP, and such limited liability company interests have been duly authorized and
 
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validly issued in accordance with applicable Law and the Amended and Restated Limited Liability Company Agreement of RMP GP.  Rice Midstream Holdings LLC owns the limited liability company interests in RMP GP free and clear of any Liens.
 
(e)                                   As of the date of this Agreement, Rice Midstream GP Holdings LP, a Delaware limited partnership (“ RMGH ”), owns, beneficially and of record, all of the RMP Incentive Distribution Rights, free and clear of any Liens.
 
Section 3.3                                     Authority; Noncontravention; Voting Requirements .
 
(a)                                  Each of the RMP Entities has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger and the GP Merger, subject to obtaining the RMP Unitholder Approval for the Merger.  The execution, delivery and performance by the RMP Entities of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, have been duly authorized and approved by the RMP GP Board, which, at a meeting duly called and held, has, on behalf of RMP and RMP GP, by unanimous vote, in good faith (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, are in the best interests of RMP and the RMP Unaffiliated Unitholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger, (iii) directed that this Agreement be submitted to a vote of the RMP Limited Partners and (iv) resolved to recommend approval of this Agreement and the Merger by the RMP Limited Partners, and except for obtaining the RMP Unitholder Approval for the approval of this Agreement and the Merger, no other entity action on the part of the RMP Entities is necessary to authorize the execution, delivery and performance by the RMP Entities of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger.  Rice Midstream Holdings LLC, as the sole member of RMP GP, has approved this Agreement and the transactions contemplated hereby, including the Merger and the GP Merger.  This Agreement has been duly executed and delivered by the RMP Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes the legal, valid and binding obligation of each of the RMP Entities, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding (as defined herein) at law or in equity) (collectively, the “ Enforceability Exceptions ”).
 
(b)                                  Neither the execution and delivery of this Agreement by the RMP Entities nor the consummation by the RMP Entities of the transactions contemplated hereby, nor compliance by the RMP Entities with any of the terms or provisions of this Agreement, will (i) assuming that the RMP Unitholder Approval is obtained, conflict with or violate any provision of the RMP Charter Documents, the RMP GP Charter Documents or any of the RMP Subsidiary Documents, (ii) except as set forth on Section 3.3(b)  of the RMP Disclosure Schedule and assuming that the authorizations, consents and approvals referred to in Section 3.4 and the RMP Unitholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to RMP, RMP GP or any of their Subsidiaries or any of their respective properties or assets, or (y)
 
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violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, RMP, RMP GP or any of their Subsidiaries under any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “ Contract ”), or RMP Permit (including any Environmental Permit) to which RMP, RMP GP or any of their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of RMP, RMP GP or any of their Subsidiaries, except, in the case of clauses (ii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have an RMP Material Adverse Effect.
 
(c)                                   The affirmative vote or consent of the holders of a Unit Majority at the RMP Unitholders Meeting or any adjournment or postponement thereof in favor of the approval of this Agreement and the Merger (the “ RMP Unitholder Approval ”) is the only vote or approval of the holders of any class or series of RMP Partnership Interests or other partnership interests, equity interests or capital stock of RMP or any of its Subsidiaries which is necessary to approve this Agreement and the transactions contemplated hereby.
 
Section 3.4                                     Governmental Approvals .  Except for (a) filings required under, and in compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), and the Securities Act, including the filing of a proxy statement with the SEC in connection with the Merger (the “ Proxy Statement ”), (b) the filing of the Certificate of Merger and the Certificate of GP Merger with the Secretary of State of the State of Delaware, (c) any filings required under, and in compliance with other applicable requirements of, the HSR Act and other Antitrust Laws or (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by the RMP Entities and the consummation by the RMP Entities of the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to result in an RMP Material Adverse Effect.
 
Section 3.5                                     RMP SEC Documents; Undisclosed Liabilities .
 
(a)                                  RMP and its Subsidiaries have filed and furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements required to be filed or furnished by them with the SEC since December 31, 2016 (collectively and together with all documents filed or publicly furnished on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “ RMP SEC Documents ”).  The RMP SEC Documents, as of their respective effective dates (in the case of the RMP SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all
 
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other RMP SEC Documents), or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “ Sarbanes-Oxley Act ”), as the case may be, applicable to such RMP SEC Documents, and none of the RMP SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the RMP SEC Documents.  To the Knowledge of RMP, none of the RMP SEC Documents is the subject of ongoing SEC review or investigation.
 
(b)                                  The consolidated financial statements of RMP included in the RMP SEC Documents as of their respective dates (if amended, as of the date of the last such amendment) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of RMP and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in partners’ capital for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material to RMP and its consolidated Subsidiaries, taken as a whole).
 
(c)                                   RMP has established and maintains internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to RMP, including its consolidated Subsidiaries, required to be disclosed by RMP in the reports that it files or submits under the Exchange Act is accumulated and communicated to RMP’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by RMP in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  RMP’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to RMP’s auditors and the audit committee of the RMP GP Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting which could adversely affect RMP’s ability to record, process, summarize and report financial data and have identified for RMP’s auditors any material weaknesses in internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in RMP’s internal controls over financial reporting.  The principal executive officer and the principal financial officer of RMP have made all certifications required by the Sarbanes-Oxley Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the RMP SEC Documents, and the statements contained in such certifications were complete and correct when made.  The management of RMP has completed
 
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its assessment of the effectiveness of RMP’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2017, and such assessment concluded that such controls were effective.  To the Knowledge of RMP, as of the date of this Agreement there are no facts or circumstances that would prevent its principal executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.
 
(d)                                  Except (i) as reflected or otherwise reserved against on the balance sheet of RMP and its Subsidiaries as of December 31, 2017 (the “ Balance Sheet Date ”) (including the notes thereto) included in the RMP SEC Documents filed by RMP and publicly available prior to the date of this Agreement, (ii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business and (iii) for liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated hereby, neither RMP nor any of its Subsidiaries has any liabilities or obligations of any nature (whether or not accrued or contingent) that would be required to be reflected or reserved against on a consolidated balance sheet of RMP prepared in accordance with GAAP or the notes thereto, other than as have not and would not reasonably be expected to have, individually or in the aggregate, an RMP Material Adverse Effect.
 
(e)                                   Neither RMP nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among RMP and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, RMP in RMP’s published financial statements or any RMP SEC Documents.
 
Section 3.6                                     Absence of Certain Changes or Events .
 
(a)                                  Since the Balance Sheet Date, there has not been an RMP Material Adverse Effect.
 
(b)                                  Since the Balance Sheet Date, (i) except for this Agreement and the transactions contemplated hereby, RMP and its Subsidiaries have carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and (ii) neither RMP nor any of its Subsidiaries has taken any action described in Section 5.2(a)  that, if taken after the date of this Agreement and prior to the Effective Time without the prior written consent of EQM, would violate such provisions.
 
Section 3.7                                     Legal Proceedings .  There are no investigations or proceedings pending (or, to the Knowledge of RMP, threatened) by any Governmental Authority with respect to RMP, RMP GP or any of their Subsidiaries or actions, suits or proceedings pending (or, to the Knowledge of RMP, threatened) against RMP, RMP GP or any of their Subsidiaries or any of their respective properties or assets, at law or in equity before any Governmental Authority, and
 
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there are no orders, judgments, decrees or similar rulings of any Governmental Authority against RMP, RMP GP or any of their Subsidiaries, in each case except for those that would not reasonably be expected to have, individually or in the aggregate, an RMP Material Adverse Effect.
 
Section 3.8                                     Compliance with Laws; Permits .
 
(a)                                  RMP, RMP GP and their Subsidiaries are, and since the later of December 31, 2015 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign or provincial law, statute, tariff, ordinance, rule, regulation, judgment, order, injunction, stipulation, determination, award or decree or agency requirement of or undertaking to any Governmental Authority, including common law (collectively, “ Laws ” and each, a “ Law ”), except where such non-compliance, default or violation would not have, individually or in the aggregate, an RMP Material Adverse Effect.
 
(b)                                  RMP, RMP GP and their Subsidiaries are in possession of all Permits (including Environmental Permits) necessary for RMP, RMP GP and their Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “ RMP Permits ”), except where the failure to have any of the RMP Permits would not have, individually or in the aggregate, an RMP Material Adverse Effect.  All RMP Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, an RMP Material Adverse Effect.  No suspension or cancellation of any of the RMP Permits is pending or, to the Knowledge of RMP, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an RMP Material Adverse Effect.  RMP, RMP GP and their Subsidiaries are not, and since December 31, 2015 have not been, in violation or breach of, or default under, any RMP Permit, except where such violation, breach or default would not have, individually or in the aggregate, an RMP Material Adverse Effect.  As of the date of this Agreement, to the Knowledge of RMP, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of RMP, RMP GP or any of their Subsidiaries under, any RMP Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any RMP Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, an RMP Material Adverse Effect.
 
(c)                                   Without limiting the generality of Section 3.8(a) , none of RMP, its Subsidiaries, or, to the knowledge of RMP, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to RMP or its Subsidiaries; (ii) has, to the knowledge of RMP, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of RMP, is being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, a RMP Material Adverse Effect.
 
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Section 3.9                                     Information Supplied .  None of the information supplied (or to be supplied) in writing by or on behalf of RMP specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by EQM in connection with the issuance of EQM Units in connection with the Merger (as amended or supplemented from time to time, the “ Registration Statement ”) will, at the time the Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading, and (b) the Proxy Statement will, on the date it is first mailed to RMP Unitholders, and at the time of the RMP Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.  The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act.  Notwithstanding the foregoing, RMP makes no representation or warranty with respect to information supplied by or on behalf of EQM for inclusion or incorporation by reference in any of the foregoing documents.
 
Section 3.10                              Tax Matters .  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect:  (a) all Tax Returns required to be filed by or with respect to RMP or any of its Subsidiaries have been duly and timely filed, and all such Tax Returns are true, correct and complete, (b) all Taxes owed by RMP or any of its Subsidiaries, or for which RMP or any of its Subsidiaries may be liable, that are or have become due have been timely paid in full, (c) RMP and its Subsidiaries have timely complied with all applicable Tax withholding, collection and deposit requirements, (d) there are no Liens for Taxes (other than statutory Liens for current-period Taxes (x) that are not yet due and payable or (y) that are being contested in good faith and for which adequate reserves have been established in accordance with GAAP) on any of the assets of RMP or any of its Subsidiaries, (e) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of RMP or any of its Subsidiaries, (f) there is no written claim against RMP or any of its Subsidiaries for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing with respect to any Tax Return of or with respect to RMP or any of its Subsidiaries, (g) in the last three (3) years, no claim has been made in writing by a Governmental Authority in a jurisdiction where RMP or any of its Subsidiaries does not file income or franchise Tax Returns that RMP or such Subsidiary is or may be subject to income or franchise taxation in that jurisdiction, (h) none of RMP or any of its Subsidiaries is a party to a Tax allocation, sharing or indemnification agreement, and no payments are due or will become due by RMP or any of its Subsidiaries pursuant to any such agreement, in each case, other than (x) agreements solely between or among RMP and/or its Subsidiaries or (y) provisions contained in commercial agreements the primary purpose of which is not Taxes (including, without limitation, leases, employment agreements, commercial contracts and credit agreements), (i) none of RMP or any of its Subsidiaries has been a member of an affiliated, combined, consolidated, unitary or similar group with respect to Taxes (including any affiliated group within the meaning of Section 1504 of the Code and any similar group under state, local or non-U.S. law), or has any liability for the Taxes of any Person (other than RMP or any of its Subsidiaries), or as a transferee or successor, (j) each of RMP and any of its Subsidiaries that is classified as a partnership for U.S. federal income tax purposes has in effect a valid election
 
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under Section 754 of the Code, (k) RMP is properly classified as a partnership for U.S. federal income tax purposes, and not as an association or a publicly traded partnership taxable as a corporation under Section 7704 of the Code, and has been properly treated as such (or properly treated as disregarded as separate from its owner for U.S. federal income tax purposes) since its formation, (l) at least 90% of the gross income of RMP for each taxable year since its formation through and including the current taxable year has been treated as “qualifying income” within the meaning of Section 7704(d) of the Code, (m) each Subsidiary of RMP is, and since its formation or acquisition by RMP has been, either a partnership or disregarded as an entity separate from its owner for U.S. federal income tax purposes, (n) neither RMP nor any of its Subsidiaries has taken or agreed to take any action that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment, nor is RMP or any of its Subsidiaries aware of any agreement, plan or other circumstance that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment and (o) neither RMP nor any of its Subsidiaries has ever entered into or been a party to any “listed transaction” as defined in Section 1.6011-4(b)(2) of the Treasury Regulations.
 
Section 3.11                              Employee Benefits .
 
(a)                                  RMP has made available to EQM all material RMP Benefit Plans.  “ RMP Benefit Plans ” means all Benefit Plans that are sponsored, maintained, contributed to or required to be contributed to by RMP or any of its Subsidiaries, or under which RMP or any of its Subsidiaries has any obligation or liability, whether actual or contingent, in each case, for the benefit of current or former officers, employees, directors or consultants of RMP or its Subsidiaries.
 
(b)                                  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, (i) none of RMP or any of its Subsidiaries contributes to, is required to contribute to, or has in the last six years contributed to or been required to contribute to a Multiemployer Plan and (ii) none of RMP or any of its Subsidiaries has incurred any “withdrawal liability” (within the meaning of Section 4201 of ERISA) to a Multiemployer Plan that has not been satisfied in full or has (or is reasonably expected to have) any other actual or contingent liability with respect to any Multiemployer Plan.
 
(c)                                   Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, none of RMP, any of its Subsidiaries, or any of their respective ERISA Affiliates has in the last six years sponsored, maintained, contributed to or been required to contribute to, or has (or is reasonably expected to have) any actual or contingent liability with respect to any Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code.
 
(d)                                  With respect to each RMP Benefit Plan that is subject to Section 302 or Title IV of ERISA, except as would not have, individually or in the aggregate, an RMP Material Adverse Effect:  (i) the minimum funding standard under Section 302 of ERISA and Sections 412 and 430 of the Code has been satisfied and no waiver of any minimum funding standard or any extension of any amortization period has been requested or granted; (ii) all premiums to the Pension Benefit Guaranty Corporation (“ PBGC ”) have been timely paid in full,
 
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and (iii) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by RMP or any of its Subsidiaries.
 
(e)                                   Except for such claims which would not have, individually or in the aggregate, an RMP Material Adverse Effect, no action, dispute, suit, claim, arbitration, or legal, administrative or other proceeding or governmental action is pending or, to the Knowledge of RMP, threatened with respect to any RMP Benefit Plan, other than claims for benefits in the ordinary course, (i) alleging any breach of the material terms of such plan or any fiduciary duties with respect thereto or (ii) alleging any violation of any applicable Law with respect to such plan.
 
(f)                                    Each RMP Benefit Plan has been maintained, funded and administered in compliance with its terms and with applicable Law, including ERISA and the Code, except for such non-compliance which would not have, individually or in the aggregate, an RMP Material Adverse Effect.
 
(g)                                   Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, with respect to any RMP Benefit Plan, all contributions, premiums and other payments due from any of RMP or its Subsidiaries required by applicable Law or the terms of any RMP Benefit Plan have been made or properly accrued under any such plan to any fund, trust or account established thereunder or in connection therewith by the due date thereof.
 
(h)                                  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, neither RMP nor any of its Subsidiaries has any liability for post-termination or retiree life or medical benefits to former officers, employees, directors or consultants, or beneficiaries or dependents of any of the foregoing, except for continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA provided at no expense to RMP or any of its Subsidiaries.
 
(i)                                      Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, none of RMP, its ERISA Affiliates or any other Person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which would reasonably be expected to subject any of the RMP Benefit Plans or their related trusts, RMP, any of its ERISA Affiliates or any Person that RMP or any of its ERISA Affiliates has an obligation to indemnify, to any Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.
 
(j)                                     Except pursuant to retention or other arrangements put in place after the date of this Agreement in compliance with the terms of this Agreement, or as otherwise expressly contemplated by this Agreement, the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) accelerate the time of payment or vesting, or increase the amount of any compensation or benefits due to any employee, consultant or officer of RMP, RMP GP or any of their respective Subsidiaries, (ii) result in any forgiveness of indebtedness or an obligation to fund benefits with respect to any such individual or (iii) result in any limitation on the right of the RMP Entities or any of their Affiliates to amend, merge, terminate or receive a reversion of assets from any RMP Benefit Plan or related trust.
 
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Section 3.12                              Labor Matters .
 
(a)                                  Except for such matters which would not have, individually or in the aggregate, an RMP Material Adverse Effect, none of RMP, RMP GP or any of their respective Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of RMP, RMP GP or any of their respective Subsidiaries with respect to such matters and, to the Knowledge of RMP, no such investigation is in progress.
 
(b)                                  Except for such matters which would not have, individually or in the aggregate, an RMP Material Adverse Effect, (i) there are no (and have not been during the two-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of RMP, RMP GP or any of their respective Subsidiaries, (ii) to the Knowledge of RMP, there is no (and has not been during the two-year period preceding the date of this Agreement) union organizing effort pending or threatened against RMP, RMP GP or any of their respective Subsidiaries, (iii) there is no (and has not been during the two-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of RMP, threatened against RMP, RMP GP or any of their respective Subsidiaries and (iv) there is no (and has not been during the two year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of RMP, threatened with respect to any employees of RMP, RMP GP or any of their respective Subsidiaries.
 
(c)                                   None of RMP, RMP GP or any of their respective Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act of 1988 (the “ WARN Act ”) as a result of any action taken by RMP, RMP GP, or any of their respective Subsidiaries that would have, individually or in the aggregate, an RMP Material Adverse Effect.
 
(d)                                  Except for such non-compliance which would not have, individually or in the aggregate, an RMP Material Adverse Effect, RMP, RMP GP and each of their respective Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).
 
Section 3.13                              Environmental Matters .  Except as would not, individually or in the aggregate, have an RMP Material Adverse Effect:  (a) each of RMP and its Subsidiaries is and, since the later of December 31, 2015 and their respective dates of incorporation, formation or organization, has been in compliance with all applicable Environmental Laws, (b) there has been no release of any Hazardous Substance by RMP or any of its Subsidiaries, or to the Knowledge of RMP, any other Person in any manner that would give rise to RMP or any of its Subsidiaries incurring any remedial obligation or corrective action requirement under applicable Environmental Laws, (c) there are no investigations, actions, claims, suits or proceedings pending or, to the Knowledge of RMP, threatened against RMP or any of its Subsidiaries or involving any real property currently or, to the Knowledge of RMP, formerly owned, operated or leased by or for RMP or any Subsidiary alleging noncompliance with or liability under, any
 
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Environmental Law and (d) to RMP’s Knowledge, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, at or from any properties owned or operated by RMP or any of its Subsidiaries or as a result of any operations or activities of, or on behalf of, RMP or any of its Subsidiaries.
 
Section 3.14                              Contracts .
 
(a)                                  Except for this Agreement, any RMP Benefit Plans, or as filed with the SEC prior to the date of this Agreement, neither RMP nor any of its Subsidiaries is a party to or bound by, as of the date of this Agreement, any Contract (whether written or oral) (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to RMP; or (ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000, other than Contracts solely between or among RMP and one or more of its Subsidiaries (all contracts of the type described in this Section 3.14(a)  being referred to herein as “ RMP Material Contracts ”).
 
(b)                                  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect:  (i) each RMP Material Contract is valid and binding on RMP and its Subsidiaries, as applicable, and is in full force and effect; (ii) RMP and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each RMP Material Contract; (iii) neither RMP nor any of its Subsidiaries has received written notice of, or to the Knowledge of RMP, knows of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of RMP or any of its Subsidiaries under any such RMP Material Contract; and (iv) to the Knowledge of RMP, as of the date of this Agreement no other party to any RMP Material Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default by any such other party thereunder.
 
Section 3.15                              Property .
 
(a)                                  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, RMP or a Subsidiary of RMP owns and has good title to all of its owned real property (other than severed oil, gas and/or mineral rights and other hydrocarbon interests) and good title to all its owned personal property, and has valid leasehold interests in all of its leased real properties (other than hydrocarbon interests) free and clear of all Liens, in each case, sufficient to conduct their respective businesses as currently conducted (except in all cases for Liens permissible under or not prohibited by any applicable material loan agreements and indentures (together with all related mortgages, deeds of trust and other security agreements)).  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, all leases under which RMP or any of its Subsidiaries lease any real or personal property (other than hydrocarbon interests) are valid and effective against RMP or any of its Subsidiaries and, to the Knowledge of RMP, the counterparties thereto, in accordance with their respective terms and there is not, under any of such leases, any existing material default by RMP or any of its Subsidiaries or, to the Knowledge of RMP, the counterparties thereto, or, to the Knowledge of RMP, any event which, with notice or lapse of time or both, would become a material default by RMP or any of its Subsidiaries, or, to the Knowledge of RMP, the counterparties thereto.
 
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(b)                                  RMP and its Subsidiaries have such consents, easements, rights-of-way, permits or licenses from each person (collectively, “ rights-of-way ”) as are sufficient to conduct their businesses in all material respects as currently conducted, except such rights-of-way that, if not obtained (or which, if obtained, if the same were to expire or be revoked or terminated), would not, individually or in the aggregate, have an RMP Material Adverse Effect.  Except as would not, individually or in the aggregate, have an RMP Material Adverse Effect, each of RMP and its Subsidiaries has fulfilled and performed all its obligations with respect to such rights-of-way which are required to be fulfilled or performed as of the date of this Agreement (subject to all applicable waivers, modifications, grace periods and extensions) and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for rights reserved to, or vested in, any municipality or other Governmental Authority or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right.
 
Section 3.16                              Intellectual Property .  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, either RMP or an Affiliate of RMP owns, or is licensed or otherwise possesses adequate rights to use, all material trademarks, trade names, service marks, service names, mark registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents or applications and registrations, and trade secrets (collectively, the “ RMP Intellectual Property ”) used in their respective businesses as currently conducted.  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, (a) there are no pending or, to the Knowledge of RMP, threatened claims by any Person alleging infringement or misappropriation by RMP or any of its Subsidiaries of such Person’s intellectual property, (b) to the Knowledge of RMP, the conduct of the business of RMP and its Subsidiaries does not infringe or misappropriate any intellectual property rights of any Person, (c) neither RMP nor any of its Subsidiaries has made any claim of a violation or infringement, or misappropriation by others of its rights to or in connection with the RMP Intellectual Property, and (d) to the Knowledge of RMP, no Person is infringing or misappropriating any RMP Intellectual Property.
 
Section 3.17                              Insurance .  Section 3.17 of the RMP Disclosure Schedule lists the annual premiums paid by RMP for directors and officers liability insurance policies.  Except as would not have, individually or in the aggregate, an RMP Material Adverse Effect, (i) RMP and its Subsidiaries maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses in amounts customary for the businesses in which they operate and (ii) none of RMP or its Subsidiaries has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance, and all such insurance is outstanding and duly in force.
 
Section 3.18                              Opinion of Financial Advisor .  The RMP Conflicts Committee has received the opinion of Jefferies LLC (the “ RMP Financial Advisor ”), dated the date of this Agreement, to the effect that, as of such date, and subject to the assumptions and qualifications set forth therein, the Exchange Ratio is fair, from a financial point of view, to RMP and the RMP Unaffiliated Unitholders (the “ RMP Fairness Opinion ”).  RMP has been authorized by the
 
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RMP Financial Advisor to permit the inclusion of the RMP Fairness Opinion in the Registration Statement and the Proxy Statement.
 
Section 3.19                              Brokers and Other Advisors .  Except for the RMP Financial Advisor, the fees and expenses of which will be paid by RMP, no broker, investment banker or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or commission, or the reimbursement of expenses, in connection with the Merger, the GP Merger or the other transactions contemplated hereby based on arrangements made by or on behalf of RMP or any of its Subsidiaries.  RMP has heretofore made available to EQM a correct and complete copy of RMP’s engagement letter with the RMP Financial Advisor, which letter describe all fees payable to the RMP Financial Advisor, in connection with the transactions contemplated hereby and all agreements under which any such fees or any expenses are payable and all indemnification and other agreements with the RMP Financial Advisor, entered into in connection with the transactions contemplated hereby.
 
Section 3.20                              State Takeover Statutes .  The action of the RMP GP Board in approving this Agreement and the transactions contemplated hereby is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby any state takeover laws and any applicable provision of the RMP Partnership Agreement.  There is no unitholder rights plan in effect, to which RMP is a party or otherwise bound.
 
Section 3.21                              Regulatory Matters .  Except as would not, individually or in the aggregate, have an RMP Material Adverse Effect, there are no proceedings pending, or to the Knowledge of RMP, threatened, alleging that RMP or any of its Subsidiaries is in material violation of the Natural Gas Act, 15 U.S.C. § 717, et seq . (the “ NGA ”), the Natural Gas Policy Act of 1978, 15 U.S.C. § 3301, et seq . (the  “ NGPA ”), the Interstate Commerce Act, 49 U.S.C. App. § 1, et seq . (1988) (the “ ICA ”), the Federal Power Act, 16 U.S.C. § 791a, et seq . (the “ FPA ”), or the Public Utility Holding Company Act of 2005, 42 U.S.C. §§ 16451-16453 (“ PUHCA ”), or the laws, rules and regulations of any applicable state public utility commission or department, as the case may be.
 
Section 3.22                              Investment Company Act .  RMP is not, nor immediately after the Closing will be, subject to regulation under the Investment Company Act of 1940, as amended.
 
Section 3.23                              No Other Representations or Warranties .  Except for the representations and warranties set forth in this Article III , none of RMP, RMP GP or any other Person makes or has made any express or implied representation or warranty with respect to RMP, RMP GP or with respect to any other information provided to any EQM Entity in connection with the Merger, the GP Merger or the other transactions contemplated hereby.  Without limiting the generality of the foregoing, none of RMP, RMP GP or any other Person will have or be subject to any liability or other obligation to any EQM Entity or any other Person resulting from the distribution to any EQM Entity (including their respective Representatives), or any EQM Entity’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts or other materials made available to any EQM Entity in certain “data rooms” or management presentations in expectation of the Merger or the GP Merger.
 
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE EQM ENTITIES
 
Except as disclosed in (a) the EQM SEC Documents filed or publicly furnished with the SEC on or after December 31, 2016 and prior to the date of this Agreement (but excluding any disclosure contained in any such EQM SEC Documents under the heading “Risk Factors” or “Forward-Looking Statements” or similar heading (other than any factual information contained within such headings, disclosure or statements)) or (b) the disclosure letter delivered by EQM to RMP (the “ EQM Disclosure Schedule ”) prior to the execution of this Agreement ( provided that (i) disclosure in any section of such EQM Disclosure Schedule shall be deemed to be disclosed with respect to any other section of this Agreement to the extent that it is reasonably apparent on the face of such disclosure that it is applicable to such other section notwithstanding the omission of a reference or cross reference thereto and (ii) the mere inclusion of an item in such EQM Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had, would have or would reasonably be expected to have, an EQM Material Adverse Effect), the EQM Entities hereby represent and warrant to RMP as follows:
 
Section 4.1                                     Organization, Standing and Power .
 
(a)                                  Each of the EQM Entities and their respective Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed or organized, as applicable, and has all requisite partnership, corporate, limited liability company or other applicable power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect on EQM (an “ EQM Material Adverse Effect ”).
 
(b)                                  Each of the EQM Entities and their respective Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, have an EQM Material Adverse Effect.
 
(c)                                   All the outstanding partnership interests, limited liability company interests, shares of capital stock of, or other equity interests in, each material Subsidiary of EQM that are owned directly or indirectly by EQM have been duly authorized and validly issued in accordance with the organizational documents of each such entity (in each case as in effect on the date of this Agreement) and are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the organizational documents of such entity) and nonassessable (to the extent such Subsidiary is a corporate entity) and are owned free and clear of all Liens.  Except (i) as set forth in Section 4.1(c) of the EQM Disclosure Schedule and (ii) for those of the EQM Joint Ventures, all such interests and shares of capital stock of each Subsidiary are owned directly or indirectly by EQM.
 
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(d)                                  EQM has made available to RMP correct and complete copies of its certificate of limited partnership and the EQM Partnership Agreement (the “ EQM Charter Documents ”) and correct and complete copies of the comparable organizational documents of each of its material Subsidiaries (the “ EQM Subsidiary Documents ”) and of EQM GP, in each case as amended to the date of this Agreement.  All such EQM Charter Documents, EQM Subsidiary Documents and EQM GP Charter Documents are in full force and effect, and none of EQM, its material Subsidiaries or EQM GP is in violation of any of their provisions.
 
(e)                                   EQM GP has not engaged in business, activity or operations other than acting as general partner of EQM, and EQM GP has no assets (other than the EQM GP Interest). EQM GP has no liabilities of any nature (whether or not accrued or contingent) other than liabilities incurred as a matter of law by virtue of acting as general partner of EQM. EQM GP is not a party to any document or agreement in its individual capacity (as opposed to its capacity as general partner of EQM). EQM GP has no employees and has not and is not obligated to sponsor, maintain or contribute to any Benefit Plan.
 
Section 4.2                                     Capitalization .
 
(a)                                  As of the close of business on April 24, 2018, the issued and outstanding limited partner interests and general partner interests of EQM consisted of (i) 80,591,366 EQM Units, (ii) the EQM Incentive Distribution Rights and (iii) 1,443,015 EQM GP Units.  Section 4.2(a)  of the EQM Disclosure Schedule sets forth the number of EQM Units that were issuable pursuant to EQM Equity Plans as of April 24, 2018, including the number of EQM Units that were subject to outstanding awards under the EQM Equity Plans (whether settleable in EQM Units or cash) as of such date.  All outstanding EQM Partnership Interests have been duly authorized and validly issued and are fully paid (to the extent required under the EQM Partnership Agreement), nonassessable (except as set forth in the EQM Partnership Agreement or as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and, except as set forth in the EQM Partnership Agreement, free of preemptive rights. Except (A) as set forth above in this Section 4.2(a) , (B) as contemplated by the Drop-Down Agreement or (C) as otherwise expressly permitted by Section 5.2(b) , as of the date of this Agreement there are not, and as of the Effective Time there will not be, any partnership interests, voting securities or other equity interests of EQM issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any EQM Partnership Interests or other partnership interests, voting securities or other equity interests of EQM, including any representing the right to purchase or otherwise receive any of the foregoing.
 
(b)                                  Since the Balance Sheet Date to the date of this Agreement, EQM has not issued any EQM Partnership Interests or other partnership interests, voting securities or other equity interests, or any securities convertible into or exchangeable or exercisable for any EQM Partnership Interests or other partnership interests, voting securities or other equity interests, other than as set forth above in Section 4.2(a) .  Except for equity or equity-based awards outstanding under EQM Equity Plans and disclosed above in Section 4.2(a) , none of EQM or any of its Subsidiaries has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any partnership interests, shares of capital stock,
 
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voting securities or equity interests of any Subsidiary of EQM (other than, with respect to the EQM Joint Ventures, as set forth in the definitive agreements for such EQM Joint Ventures).  Except (i) as set forth in the EQM Charter Documents, as in effect as of the date of this Agreement or (ii) in connection with the vesting, settlement or forfeiture of, or Tax withholding with respect to, any equity or equity-based awards outstanding as of the date of this Agreement, there are no outstanding obligations of EQM or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests, shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any partnership interests, shares of capital stock, voting securities or equity interests) of EQM or any of its Subsidiaries (other than, with respect to the EQM Joint Ventures, as set forth in the definitive agreements for such EQM Joint Ventures).
 
(c)                                   EQM GP is the sole general partner of EQM.  EQM GP is the sole record and beneficial owner of the EQM GP Interest and the EQM Incentive Distribution Rights, and such EQM GP Interest and the EQM Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law and the EQM Partnership Agreement.  EQM GP owns the EQM GP Interest and the EQM Incentive Distribution Rights free and clear of any Liens.
 
(d)                                  EQGP is the sole member of EQM GP.  EQGP is the sole record and beneficial owner of all limited liability company interests in EQM GP, and such limited liability company interests have been duly authorized and validly issued in accordance with applicable Law and the Amended and Restated Limited Liability Company Agreement of EQM GP.  EQGP owns the limited liability company interests in EQM GP free and clear of any Liens.
 
(e)                                   All of the issued and outstanding limited liability company interests of each of Merger Sub and GP Merger Sub are owned, beneficially and of record, by EQM Gathering Holdings.  Each of Merger Sub and GP Merger Sub has been formed solely for the purpose of engaging in the Merger or the GP Merger, respectively, and the other transactions contemplated by this Agreement.  Except for obligations and liabilities incurred in connection with its formation and the Merger, the GP Merger and the other transactions contemplated by this Agreement, neither Merger Sub nor GP Merger Sub has or will have incurred, directly or indirectly, any obligations or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.
 
(f)                                    When issued pursuant to the terms of this Agreement, all EQM Units constituting the Merger Consideration will be duly authorized, validly issued, fully paid (to the extent required under the EQM Partnership Agreement), nonassessable (except as set forth in the EQM Partnership Agreement or as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the DRULPA) and, except as set forth in the EQM Partnership Agreement, free of preemptive rights.
 
Section 4.3                                     Authority; Noncontravention .
 
(a)                                  Each of the EQM Entities has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, including the Merger and the GP Merger.  The execution, delivery and performance by the EQM Entities
 
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of this Agreement, and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, have been duly authorized by all necessary entity action on the part of the EQM Entities, and no other entity action on the part of the EQM Entities is necessary to authorize the execution, delivery and performance by the EQM Entities of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and the GP Merger.  This Agreement has been duly executed and delivered by the applicable EQM Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the applicable EQM Entities, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.
 
(b)                                  Neither the execution and delivery of this Agreement by the EQM Entities, nor the consummation by the EQM Entities of the transactions contemplated hereby, nor compliance by the EQM Entities with any of the terms or provisions of this Agreement, will (i) conflict with or violate any provision of the EQM Charter Documents, the EQM GP Charter Documents, the Merger Sub Charter Documents, the GP Merger Sub Charter Documents or any of the EQM Subsidiary Documents, (ii) assuming that the authorizations, consents and approvals referred to in Section 4.4 are obtained and the filings referred to in Section 4.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to EQM, EQM GP or any of their Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, EQM, EQM GP or any of their Subsidiaries under any of the terms, conditions or provisions of any Contract or EQM Permit (including any Environmental Permit) to which EQM, EQM GP or any of their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or (iii) result in the exercisability of any right to purchase or acquire any material asset of EQM, EQM GP or any of their Subsidiaries, except, in the case of clauses (ii)(x) and (ii)(y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have an EQM Material Adverse Effect.
 
(c)                                   No vote or approval of the holders of any class or series of EQM Partnership Interests or other partnership interests, equity interests or capital stock of EQM or any of its Subsidiaries (other than Merger Sub and GP Merger Sub, with respect to which all such approvals have been obtained as of the date hereof) is necessary to approve this Agreement and the transactions contemplated hereby in accordance with the EQM Partnership Agreement.
 
(d)                                  None of the EQM Entities nor any of their respective Subsidiaries holds any limited partner interests, capital stock, voting securities or equity interests of RMP or any of its Subsidiaries, or holds any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any such limited partner interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any such limited partner interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible
 
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into, exchangeable or exercisable for, or evidencing the right to subscribe for, any such limited partner interests, shares of capital stock, voting securities or equity interests.
 
Section 4.4                                     Governmental Approvals .  Except for (a) filings required under, and compliance with other applicable requirements of, the Exchange Act and the Securities Act, including the filing of the Registration Statement and the Proxy Statement with the SEC, (b) the filing of the Certificate of Merger and the Certificate of GP Merger with the Secretary of State of the State of Delaware, (c) any filings required under, and in compliance with other applicable requirements of, the HSR Act and other Antitrust Laws or (d) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by the EQM Entities and the consummation by the EQM Entities of the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to result in an EQM Material Adverse Effect.
 
Section 4.5                                     EQM SEC Documents; Undisclosed Liabilities .
 
(a)                                  EQM and its Subsidiaries have filed and furnished all reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements required to be filed or furnished by them with the SEC since December 31, 2016 (collectively and together with all documents filed or publicly furnished on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “ EQM SEC Documents ”).  The EQM SEC Documents, as of their respective effective dates (in the case of the EQM SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other EQM SEC Documents), or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act, as the case may be, applicable to such EQM SEC Documents, and none of the EQM SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the EQM SEC Documents.  To the Knowledge of EQM, none of the EQM SEC Documents is the subject of ongoing SEC review or investigation.
 
(b)                                  The consolidated financial statements of EQM included in the EQM SEC Documents as of their respective dates (if amended, as of the date of the last such amendment) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of EQM and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in equity for the periods then ended (subject,
 
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in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material to EQM and its consolidated Subsidiaries, taken as a whole).
 
(c)                                   EQM has established and maintains internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to EQM, including its consolidated Subsidiaries, required to be disclosed by EQM in the reports that it files or submits under the Exchange Act is accumulated and communicated to EQM’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by EQM in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  EQM’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to EQM’s auditors and the audit committee of the EQM GP Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting which could adversely affect EQM’s ability to record, process, summarize and report financial data and have identified for EQM’s auditors any material weaknesses in internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in EQM’s internal controls over financial reporting.  The principal executive officer and the principal financial officer of EQM have made all certifications required by the Sarbanes-Oxley Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the EQM SEC Documents, and the statements contained in such certifications were complete and correct when made.  The management of EQM has completed its assessment of the effectiveness of EQM’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2017, and such assessment concluded that such controls were effective.  To the Knowledge of EQM, as of the date of this Agreement, there are no facts or circumstances that would prevent its principal executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.
 
(d)                                  Except (i) as reflected or otherwise reserved against on the balance sheet of EQM and its consolidated Subsidiaries as of the Balance Sheet Date (including the notes thereto) included in the EQM SEC Documents filed by EQM and publicly available prior to the date of this Agreement, (ii) for liabilities and obligations incurred since the Balance Sheet Date in the ordinary course of business and (iii) for liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated hereby, neither EQM nor any of its Subsidiaries has any liabilities or obligations of any nature (whether or not accrued or contingent) that would be required to be reflected or reserved against on a consolidated balance sheet of EQM prepared in accordance with GAAP or the notes thereto, other than as have not and would not reasonably be expected to have, individually or in the aggregate, an EQM Material Adverse Effect.
 
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(e)                                   Neither EQM nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among EQM and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, EQM in EQM’s published financial statements or any EQM SEC Documents.
 
Section 4.6                                     Absence of Certain Changes or Events .
 
(a)                                  Since the Balance Sheet Date, there has not been an EQM Material Adverse Effect.
 
(b)                                  Since the Balance Sheet Date, (i) except for this Agreement and the transactions contemplated hereby, EQM and its consolidated Subsidiaries have carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and (ii) neither EQM nor any of its Subsidiaries has taken any action described in Section 5.2(b)  that, if taken after the date of this Agreement and prior to the Effective Time without the prior written consent of RMP, would violate such provisions.
 
Section 4.7                                     Legal Proceedings .  There are no investigations or proceedings pending (or, to the Knowledge of EQM, threatened) by any Governmental Authority with respect to EQM, EQM GP or any of their Subsidiaries or actions, suits or proceedings pending (or, to the Knowledge of EQM, threatened) against EQM, EQM GP or any of their Subsidiaries or any of their respective properties or assets, at law or in equity before any Governmental Authority, and there are no orders, judgments, decrees or similar rulings of any Governmental Authority against EQM, EQM GP or any of their Subsidiaries, in each case except for those that would not reasonably be expected to have, individually or in the aggregate, an EQM Material Adverse Effect.
 
Section 4.8                                     Compliance with Laws; Permits .
 
(a)                                  EQM, EQM GP and their Subsidiaries are, and since the later of December 31, 2015 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable Laws, except where such non-compliance, default or violation would not have, individually or in the aggregate, an EQM Material Adverse Effect.
 
(b)                                  EQM, EQM GP and their Subsidiaries are in possession of all Permits (including Environmental Permits) necessary for EQM, EQM GP and their Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “ EQM Permits ”), except where the failure to have any of the EQM Permits would not have, individually or in the aggregate, an EQM Material Adverse Effect.  All EQM Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, an EQM Material Adverse Effect.  No suspension or
 
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cancellation of any of the EQM Permits is pending or, to the Knowledge of EQM, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, an EQM Material Adverse Effect.  EQM, EQM GP and their Subsidiaries are not, and since December 31, 2015 have not been, in violation or breach of, or default under, any EQM Permit, except where such violation, breach or default would not have, individually or in the aggregate, an EQM Material Adverse Effect.  As of the date of this Agreement, to the Knowledge of EQM, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of EQM, EQM GP or any of their Subsidiaries under, any EQM Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any EQM Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, an EQM Material Adverse Effect.
 
(c)                                   Without limiting the generality of Section 4.8(a) , none of EQM, its Subsidiaries, or, to the knowledge of EQM, any consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to EQM or its Subsidiaries; (ii) has, to the knowledge of EQM, been given written notice by any Governmental Authority of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of EQM, is being (and has not been) investigated by any Governmental Authority except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an EQM Material Adverse Effect.
 
(d)                                  None of EQM or any of its Subsidiaries has any liabilities under the WARN Act that would have, individually or in the aggregate, an EQM Material Adverse Effect.  Except for such non-compliance which would not have, individually or in the aggregate, an EQM Material Adverse Effect, EQM and each of its Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).
 
Section 4.9                                     Information Supplied .  None of the information supplied (or to be supplied) in writing by or on behalf of EQM specifically for inclusion or incorporation by reference in (a) the Registration Statement will, at the time the Registration Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, and (b) the Proxy Statement will, on the date it is first mailed to RMP Unitholders, and at the time of the RMP Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading.  The Registration Statement and Proxy Statement will comply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act, as
 
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applicable.  Notwithstanding the foregoing, EQM makes no representation or warranty with respect to information supplied by or on behalf of RMP for inclusion or incorporation by reference in any of the foregoing documents.
 
Section 4.10                              Tax Matters .  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect:  (a) all Tax Returns required to be filed by or with respect to EQM or any of its Subsidiaries have been duly and timely filed, and all such Tax Returns are true, correct and complete, (b) all Taxes owed by EQM or any of its Subsidiaries, or for which EQM or any of its Subsidiaries may be liable, that are or have become due have been timely paid in full, (c) EQM and its Subsidiaries have timely complied with all applicable Tax withholding, collection and deposit requirements, (d) there are no Liens for Taxes (other than statutory Liens for current-period Taxes (x) that are not yet due and payable or (y) that are being contested in good faith and for which adequate reserves have been established in accordance with GAAP) on any of the assets of EQM or any of its Subsidiaries, (e) there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of EQM or any of its Subsidiaries, (f) there is no written claim against EQM or any of its Subsidiaries for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing with respect to any Tax Return of or with respect to EQM or any of its Subsidiaries, (g) in the last three (3) years, no claim has been made in writing by a Governmental Authority in a jurisdiction where EQM or any of its Subsidiaries does not file income or franchise Tax Returns that EQM or such Subsidiary is or may be subject to income or franchise taxation in that jurisdiction, (h) none of EQM or any of its Subsidiaries is a party to a Tax allocation, sharing or indemnification agreement, and no payments are due or will become due by EQM or any of its Subsidiaries pursuant to any such agreement, in each case, other than (x) agreements solely between or among EQM and/or its Subsidiaries or (y) provisions contained in commercial agreements the primary purpose of which is not Taxes (including, without limitation, leases, employment agreements, commercial contracts and credit agreements), (i) none of EQM or any of its Subsidiaries has been a member of an affiliated, combined, consolidated, unitary or similar group with respect to Taxes (including any affiliated group within the meaning of Section 1504 of the Code and any similar group under state, local or non-U.S. law), or has any liability for the Taxes of any Person (other than EQM or any of its Subsidiaries), or as a transferee or successor, (j) each of EQM and any of its Subsidiaries that is classified as a partnership for U.S. federal income tax purposes has in effect a valid election under Section 754 of the Code, (k) EQM is properly classified as a partnership for U.S. federal income tax purposes, and not as an association or a publicly traded partnership taxable as a corporation under Section 7704 of the Code, and has been properly treated as such (or properly treated as disregarded as separate from its owner for U.S. federal income tax purposes) since its formation, (l) at least 90% of the gross income of EQM for each taxable year since its formation through and including the current taxable year has been treated as “qualifying income” within the meaning of Section 7704(d) of the Code, (m) each Subsidiary of EQM, other than EQT Midstream Finance Corporation, is, and since its formation or acquisition by EQM has been, either a partnership or disregarded as an entity separate from its owner for U.S. federal income tax purposes, (n) neither EQM nor any of its Subsidiaries has taken or agreed to take any action that would reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment, nor is EQM or any of its Subsidiaries aware of any agreement, plan or other circumstance that would reasonably be expected to prevent the Merger from qualifying for the
 
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Intended Tax Treatment and (o) neither EQM nor any of its Subsidiaries has ever entered into or been a party to any “listed transaction” as defined in Section 1.6011-4(b)(2) of the Treasury Regulations.
 
Section 4.11                              Employee Benefits .
 
(a)                                  EQM has made available to RMP all material EQM Benefit Plans.  “ EQM Benefit Plans ” means all Benefit Plans that are sponsored, maintained, contributed to or required to be contributed to by EQM or any of its Subsidiaries, or under which EQM or any of its Subsidiaries has any obligation or liability, whether actual or contingent, in each case, for the benefit of current or former officers, employees, directors or consultants of EQM or its Subsidiaries.
 
(b)                                  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, (i) none of EQM or any of its Subsidiaries contributes to, is required to contribute to, or has in the last six years contributed to or been required to contribute to a Multiemployer Plan and (ii) none of EQM or any of its Subsidiaries has incurred any “withdrawal liability” (within the meaning of Section 4201 of ERISA) to a Multiemployer Plan that has not been satisfied in full or has (or is reasonably expected to have) any other actual or contingent liability with respect to any Multiemployer Plan.
 
(c)                                   Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, none of EQM, any of its Subsidiaries, or any of their respective ERISA Affiliates has in the last six years sponsored, maintained, contributed to or been required to contribute to, or has (or is reasonably expected to have) any actual or contingent liability with respect to any Benefit Plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code.
 
(d)                                  With respect to each EQM Benefit Plan that is subject to Section 302 or Title IV of ERISA, except as would not have, individually or in the aggregate, an EQM Material Adverse Effect:  (i) the minimum funding standard under Section 302 of ERISA and Sections 412 and 430 of the Code has been satisfied and no waiver of any minimum funding standard or any extension of any amortization period has been requested or granted; (ii) all premiums to the PBGC have been timely paid in full, and (iii) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by EQM or any of its Subsidiaries.
 
(e)                                   Except for such claims which would not have, individually or in the aggregate, an EQM Material Adverse Effect, no action, dispute, suit, claim, arbitration, or legal, administrative or other proceeding or governmental action is pending or, to the Knowledge of EQM, threatened with respect to any EQM Benefit Plan, other than claims for benefits in the ordinary course, (i) alleging any breach of the material terms of such plan or any fiduciary duties with respect thereto or (ii) alleging any violation of any applicable Law with respect to such plan.
 
(f)                                    Each EQM Benefit Plan has been maintained, funded and administered in compliance with its terms and with applicable Law, including ERISA and the Code, except for
 
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such non-compliance which would not have, individually or in the aggregate, an EQM Material Adverse Effect.
 
(g)                                   Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, with respect to any EQM Benefit Plan, all contributions, premiums and other payments due from any of EQM or its Subsidiaries required by applicable Law or the terms of any EQM Benefit Plan have been made or properly accrued under any such plan to any fund, trust or account established thereunder or in connection therewith by the due date thereof.
 
(h)                                  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, neither EQM nor any of its Subsidiaries has any liability for post-termination or retiree life or medical benefits to former officers, employees, directors or consultants, or beneficiaries or dependents of any of the foregoing, except for continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA provided at no expense to EQM or any of its Subsidiaries.
 
(i)                                      Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, none of EQM, its ERISA Affiliates or any other Person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which would reasonably be expected to subject any of the EQM Benefit Plans or their related trusts, EQM, any of its ERISA Affiliates or any Person that EQM or any of its ERISA Affiliates has an obligation to indemnify, to any Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.
 
(j)                                     Except pursuant to retention or other arrangements put in place after the date of this Agreement in compliance with the terms of this Agreement, the consummation of the transactions contemplated hereby will not, either alone or in combination with any other event, (i) accelerate the time of payment or vesting, or increase the amount of any compensation or benefits due to any employee, consultant or officer of EQM, EQM GP or any of their respective Subsidiaries, (ii) result in any forgiveness of indebtedness or an obligation to fund benefits with respect to any such individual or (iii) result in any limitation on the right of the EQM Entities or any of their Affiliates to amend, merge, terminate or receive a reversion of assets from any EQM Benefit Plan or related trust.
 
Section 4.12                              Labor Matters .
 
(a)                                  Except for such matters which would not have, individually or in the aggregate, an EQM Material Adverse Effect, none of EQM, EQM GP or any of their respective Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of EQM, EQM GP or any of their respective Subsidiaries with respect to such matters and, to the Knowledge of EQM, no such investigation is in progress.
 
(b)                                  Except for such matters which would not have, individually or in the aggregate, an EQM Material Adverse Effect, (i) there are no (and have not been during the two-year period preceding the date of this Agreement) strikes or lockouts with respect to any
 
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employees of EQM, EQM GP or any of their respective Subsidiaries, (ii) to the Knowledge of EQM, there is no (and has not been during the two-year period preceding the date of this Agreement) union organizing effort pending or threatened against EQM, EQM GP or any of their respective Subsidiaries, (iii) there is no (and has not been during the two-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of EQM, threatened against EQM, EQM GP or any of their respective Subsidiaries and (iv) there is no (and has not been during the two year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of EQM, threatened with respect to any employees of EQM, EQM GP or any of their respective Subsidiaries.
 
(c)                                   None of EQM, EQM GP or any of their respective Subsidiaries has any liabilities under the WARN Act as a result of any action taken by EQM, EQM GP, or any of their respective Subsidiaries that would have, individually or in the aggregate, an EQM Material Adverse Effect.
 
(d)                                  Except for such non-compliance which would not have, individually or in the aggregate, an EQM Material Adverse Effect, EQM, EQM GP and each of their respective Subsidiaries is, and during the two year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as employees and/or independent contractors).
 
Section 4.13                              Environmental Matters .  Except as would not, individually or in the aggregate, have an EQM Material Adverse Effect:  (a) each of EQM and its Subsidiaries is and, since the later of December 31, 2015 and their respective dates of incorporation, formation or organization, has been in compliance with all applicable Environmental Laws, (b) there has been no release of any Hazardous Substance by EQM or any of its Subsidiaries, or to the Knowledge of EQM, any other Person in any manner that would give rise to EQM or any of its Subsidiaries incurring any remedial obligation or corrective action requirement under applicable Environmental Laws, (c) there are no investigations, actions, claims, suits or proceedings pending or, to the Knowledge of EQM, threatened against EQM or any of its Subsidiaries or involving any real property currently or, to the Knowledge of EQM, formerly owned, operated or leased by or for EQM or any Subsidiary alleging noncompliance with or liability under, any Environmental Law and (d) to the Knowledge of EQM, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, at or from any properties owned or operated by EQM or any of its Subsidiaries or as a result of any operations or activities of, or on behalf of, EQM or any of its Subsidiaries.
 
Section 4.14                              Contracts .
 
(a)                                  Except for this Agreement, any EQM Benefit Plans, or as filed with the SEC prior to the date of this Agreement, neither EQM nor any of its Subsidiaries is a party to or bound by, as of the date of this Agreement, any Contract (whether written or oral) (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to EQM; or (ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed,
 
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guaranteed or secured by any asset) in excess of $50,000,000 (all contracts of the type described in this Section 4.14(a)  being referred to herein as “ EQM Material Contracts ”).
 
(b)                                  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect:  (i) each EQM Material Contract is valid and binding on EQM and any of its Subsidiaries, as applicable, and is in full force and effect; (ii) EQM and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each EQM Material Contract; (iii) neither EQM nor any of its Subsidiaries has received written notice of, or to the Knowledge of EQM, knows of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of EQM or any of its Subsidiaries under any such EQM Material Contract; and (iv) there is no (and has not been during the two year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of EQM, threatened with respect to any employees of EQM and any of its Subsidiaries.
 
(c)                                   EQM has provided to the RMP Conflicts Committee a true, correct and complete copy of the Drop-Down Agreement (including any amendments thereto).  None of the EQM Entities is party to or bound by any agreement that would modify any of the EQM Entities’ rights under the Drop-Down Agreement.
 
Section 4.15                              Property .
 
(a)                                  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, EQM or a Subsidiary of EQM owns and has good title to all of its owned real property (other than severed oil, gas and/or mineral rights and other hydrocarbon interests) and good title to all its owned personal property, and has valid leasehold interests in all of its leased real properties (other than hydrocarbon interests) free and clear of all Liens, in each case, sufficient to conduct their respective businesses as currently conducted (except in all cases for Liens permissible under or not prohibited by any applicable material loan agreements and indentures (together with all related mortgages, deeds of trust and other security agreements)).  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, all leases under which EQM or any of its Subsidiaries lease any real or personal property (other than hydrocarbon interests) are valid and effective against EQM or any of its Subsidiaries and, to the Knowledge of EQM, the counterparties thereto, in accordance with their respective terms and there is not, under any of such leases, any existing material default by EQM or any of its Subsidiaries or, to the Knowledge of EQM, the counterparties thereto, or, to the Knowledge of EQM, any event which, with notice or lapse of time or both, would become a material default by EQM or any of its Subsidiaries, or, to the Knowledge of EQM, the counterparties thereto.
 
(b)                                  EQM and its Subsidiaries have such rights-of-way as are sufficient to conduct their businesses in all material respects as currently conducted, except such rights-of-way that, if not obtained (or which, if obtained, if the same were to expire or be revoked or terminated), would not, individually or in the aggregate, have an EQM Material Adverse Effect.  Except as would not, individually or in the aggregate, have an EQM Material Adverse Effect, each of EQM and its Subsidiaries has fulfilled and performed all its obligations with respect to such rights-of-way which are required to be fulfilled or performed as of the date of this Agreement (subject to all applicable waivers, modifications, grace periods and extensions) and
 
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no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for rights reserved to, or vested in, any municipality or other Governmental Authority or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate or to require annual or other periodic payments as a condition to the continuance of such right.
 
Section 4.16                              Intellectual Property .  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, either EQM or a Subsidiary of EQM owns, or is licensed or otherwise possesses adequate rights to use, all material trademarks, trade names, service marks, service names, mark registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents or applications and registrations, and trade secrets (collectively, the “ EQM Intellectual Property ”) used in their respective businesses as currently conducted.  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, (a) there are no pending or, to the Knowledge of EQM, threatened claims by any Person alleging infringement or misappropriation by EQM or any of its Subsidiaries of such Person’s intellectual property, (b) to the Knowledge of EQM, the conduct of the business of EQM and its Subsidiaries does not infringe or misappropriate any intellectual property rights of any Person, (c) neither EQM nor any of its Subsidiaries has made any claim of a violation or infringement, or misappropriation by others of its rights to or in connection with the EQM Intellectual Property, and (d) to the Knowledge of EQM, no Person is infringing or misappropriating any EQM Intellectual Property.
 
Section 4.17                              Insurance .  Except as would not have, individually or in the aggregate, an EQM Material Adverse Effect, (i) EQM and its Subsidiaries maintain, or are entitled to the benefits of, insurance covering their properties, operations, personnel and businesses in amounts customary for the businesses in which they operate and (ii) none of EQM or its Subsidiaries has received notice from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance, and all such insurance is outstanding and duly in force.
 
Section 4.18                              Brokers and Other Advisors .  Except for Evercore Group L.L.C., the fees and expenses of which will be paid by EQM, no broker, investment banker or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or commission, or the reimbursement of expenses, in connection with the Merger, the GP Merger or the other transactions contemplated hereby based on arrangements made by or on behalf of EQM or any of its Subsidiaries.
 
Section 4.19                              State Takeover Statutes .  The action of the EQM GP Board in approving this Agreement and the transactions contemplated hereby is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby any state takeover laws and any applicable provision of the EQM Partnership Agreement.
 
Section 4.20                              Regulatory Matters .  Except as would not, individually or in the aggregate, have an EQM Material Adverse Effect, there are no proceedings pending, or to the Knowledge of EQM, threatened, alleging that EQM or any of its Subsidiaries is in material violation of the
 
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NGA, the NGPA, the ICA, the FPA, or PUHCA, or the laws, rules and regulations of any applicable state public utility commission or department, as the case may be.
 
Section 4.21                              Investment Company Act .  EQM is not, nor immediately after the Closing will be, subject to regulation under the Investment Company Act of 1940, as amended.
 
Section 4.22                              No Other Representations or Warranties .  Except for the representations and warranties set forth in this Article IV , none of EQM, Merger Sub or any other Person makes or has made any express or implied representation or warranty with respect to the EQM Entities or with respect to any other information provided to RMP in connection with the transactions contemplated hereby.  Without limiting the generality of the foregoing, none of EQM, Merger Sub or any other Person will have or be subject to any liability or other obligation to RMP or any other Person resulting from the distribution to RMP (including its Representatives), or RMP’s (or such Representatives’) use of, any such information, including any information, documents, projections, forecasts or other materials made available to RMP in any “data rooms” or management presentations in expectation of the Merger or the GP Merger.
 
ARTICLE V
ADDITIONAL COVENANTS AND AGREEMENTS
 
Section 5.1                                     Preparation of the Registration Statement and the Proxy Statement; RMP Unitholders Meeting .
 
(a)                                  As soon as practicable following the date of this Agreement, RMP and EQM shall jointly prepare and RMP shall file with the SEC the Proxy Statement, and RMP and EQM shall jointly prepare and EQM shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus.  Each of RMP and EQM shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby.  RMP and EQM shall use their respective reasonable best efforts to cause the Proxy Statement to be mailed to the RMP Unitholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act.  No filing of, or amendment or supplement to, the Registration Statement will be made by EQM, and no filing of, or amendment or supplement to, the Proxy Statement will be made by RMP, without providing the other party a reasonable opportunity to review and comment thereon.  If at any time prior to the Effective Time any information relating to RMP or EQM, or any of their respective Affiliates, directors or officers, is discovered by RMP or EQM that should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the RMP Unitholders.  The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to either the Proxy Statement or the Registration Statement or for
 
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additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement.
 
(b)                                  RMP shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the RMP Unitholders (the “ RMP Unitholders Meeting ”) for the purpose of obtaining the RMP Unitholder Approval.  Subject to Section 5.3 , RMP shall, through the RMP GP Board and the RMP Conflicts Committee, recommend to the RMP Unitholders approval of this Agreement and the Merger (the “ RMP Board Recommendation ”).  Unless the RMP GP Board has effected an RMP Adverse Recommendation Change in accordance with Section 5.3 , RMP shall use its reasonable best efforts to solicit from the RMP Unitholders proxies in favor of the Merger and to take all other action necessary or advisable to secure the RMP Unitholder Approval.  The Proxy Statement shall include a copy of the RMP Fairness Opinion and (subject to Section 5.3 ) the RMP Board Recommendation.  Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 , RMP shall submit this Agreement for approval by the RMP Unitholders at such RMP Unitholders Meeting.  Notwithstanding anything in this Agreement to the contrary, RMP may (and if requested by EQM shall) postpone or adjourn the RMP Unitholders Meeting (i) to solicit additional proxies for the purpose of obtaining the RMP Unitholder Approval, (ii) for the absence of quorum, (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the RMP Conflicts Committee has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the RMP Unitholders prior to the RMP Unitholders Meeting and (iv) if RMP has delivered any notice contemplated by Section 5.3(d)  and the time periods contemplated by Section 5.3(d)  have not expired.
 
Section 5.2                                     Conduct of Business .
 
(a)                                  Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(a)  of the RMP Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any RMP Material Contract in effect as of the date of this Agreement (including the RMP Partnership Agreement) or (v) as agreed in writing by EQM (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time, RMP and RMP GP shall, and shall cause each of their Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice, (B) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, (C) use commercially reasonable efforts to keep in full force and effect all material RMP Permits and all material insurance policies maintained by RMP and its Subsidiaries, other than changes to such policies made in the ordinary course of business, and (D) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all RMP Material Contracts.  Without limiting the generality of the foregoing, except (1) as expressly permitted by this Agreement, (2) as set forth in the corresponding provision of Section 5.2(a)  of the RMP
 
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Disclosure Schedule, (3) as required by applicable Law, (4) as required by any RMP Material Contract in effect as of the date of this Agreement (including the RMP Partnership Agreement) or (5) as agreed in writing by EQM, during the period from the date of this Agreement to the Effective Time, RMP shall not, and shall not permit any of its Subsidiaries to:
 
(i)                                      (A) issue, sell, grant, dispose of, accelerate the vesting of or modify, as applicable, any of its RMP Partnership Interests, partnership interests, limited liability company interests, shares of capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any RMP Partnership Interests, partnership interests, limited liability company interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any of its RMP Partnership Interests, partnership interests, limited liability company interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any of the foregoing, other than (i) in connection with the vesting or settlement of any equity or equity-based award that is outstanding on, or granted after, the date of this Agreement in accordance with the terms thereof and (ii) in connection with the granting of any awards under the RMP Equity Plans in the ordinary course of business; (B) redeem, purchase or otherwise acquire any of its outstanding partnership interests, limited liability company interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to acquire any of its partnership interests, limited liability company interests, shares of capital stock, voting securities or equity interests, other than Tax withholding with respect to any equity or equity-based award that is outstanding on, or granted after, the date of this Agreement in accordance with the terms thereof; (C) declare, set aside for payment or pay any distribution on any RMP Units or other RMP Partnership Interests, or otherwise make any payments to the RMP Unitholders in their capacity as such (other than (x) distributions by a direct or indirect Subsidiary of RMP to its parent and (y) subject to Section 5.14 , RMP’s regular quarterly distributions and associated distributions in respect of the RMP Incentive Distribution Rights in amounts consistent with publicly issued guidance as of the date hereof); or (D) split, combine, subdivide or reclassify any RMP Units or other RMP Partnership Interests;
 
(ii)                                   (A) incur, refinance or assume any indebtedness for borrowed money or guarantee any such indebtedness for borrowed money (or enter into a “keep well” or similar agreement with respect to such indebtedness) or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of RMP or any of its Subsidiaries, other than, subject to Section 5.10(b) , additional borrowings under the RMP Existing Credit Facility not in excess of the amount set forth in Section 5.2(a)(ii) of the RMP Disclosure Schedule or (B) except as contemplated by Section 5.10(b)  and except for (x) repayments or repurchases required pursuant to the terms of such indebtedness or debt securities and (y) any repayments of the RMP Existing Credit Facility, prepay or repurchase any long-term indebtedness for borrowed money or debt securities of RMP or any of its Subsidiaries;
 
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(iii)                                sell, transfer, lease, farmout or otherwise dispose of (including pursuant to a sale leaseback transaction or an asset securitization transaction) (A) any of its properties or assets that do not generate cash on a recurring basis with a fair market value in excess of $25,000,000 in the aggregate and (B) any of its properties or assets that generate cash on a recurring basis (including securities of Subsidiaries), except in the case of clause (A), (w) pursuant to Contracts in force at the date of this Agreement and listed on Section 5.2(a)(iii)  of the RMP Disclosure Schedule, correct and complete copies of which have been made available to EQM and other potential transactions listed on Section 5.2(a)(iii)  of the RMP Disclosure Schedule, (x) dispositions of obsolete or worthless equipment which is replaced with equipment and materials of comparable or better value and utility, (y) transactions (including sales of natural gas, natural gas liquids and other produced hydrocarbons and minerals) in the ordinary course of business consistent with past practice or (z) sales, transfers, leases, farmouts or other disposals to RMP or any of its Subsidiaries;
 
(iv)                               make any capital expenditure or capital expenditures (which shall include, any investments by contribution to capital, property transfers, purchase of securities or otherwise) in excess of $50,000,000 in the aggregate, except for any such capital expenditures set forth in Section 5.2(a)(iv)  of the RMP Disclosure Schedule or except as may be reasonably required to conduct emergency operations, repairs or replacements on any well, pipeline, or other facility;
 
(v)                                  directly or indirectly acquire by merging or consolidating with, or by purchasing all of or a substantial equity interest in, or by any other manner, any Person or division, business or equity interest of any Person, other than acquisitions (A) in the ordinary course of business or (B) outside the ordinary course of business that, in the aggregate, do not have a purchase price in excess of $50,000,000;
 
(vi)                               make any loans or advances to any Person (other than (A) to its employees in the ordinary course of business consistent with past practice, (B) loans and advances to RMP or any of its Subsidiaries and (C) trade credit granted in the ordinary course of business consistent with past practice);
 
(vii)                            (A) except (x) for Contracts relating to indebtedness permitted under this Agreement or (y) as in the ordinary course of business consistent with past practice, (1) enter into any contract or agreement that would be an RMP Material Contract in which the annual revenues or payments are anticipated to be in excess of $15,000,000 or (2) terminate or amend in any material respect any RMP Material Contract, or (B) (w) waive any material rights under any RMP Material Contract, (x) enter into or extend the term or scope of any RMP Material Contract that materially restricts RMP or any of its Subsidiaries from engaging in any line of business or in any geographic area, (y) enter into any RMP Material Contract that would be breached by, or require the consent of any third party in order to continue in full force following, consummation of the transactions contemplated hereby, or (z) release any Person from, or modify or waive any provision of, any standstill, confidentiality or similar agreement, in each case, related to a sale of RMP or any of its material Subsidiaries;
 
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(viii)                         (A) change its fiscal year or any method of Tax accounting, (B) make, change or revoke any material Tax election (including any entity classification election under Treasury Regulations Section 301.7701-3), (C) settle or compromise any material liability for Taxes, or any audit, examination or other legal proceeding in respect of a material amount of Taxes, (D) surrender any claim for a refund of a material amount of Taxes, (E) enter into a “closing agreement” within the meaning of Section 7121 of the Code (or any analogous or similar provision of any state, local or foreign Law), (F) request any Tax ruling from any Governmental Authority, or (G) file any material amended Tax Return;
 
(ix)                               make any changes in financial accounting methods, principles or practices (or change an annual financial accounting period), except insofar as may be required by a change in GAAP or applicable Law;
 
(x)                                  amend the RMP Charter Documents, the RMP Subsidiary Documents or the RMP GP Charter Documents;
 
(xi)                               adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than transactions exclusively between wholly owned Subsidiaries of RMP);
 
(xii)                            except as provided under any agreement entered into prior to the date of this Agreement, pay, discharge, settle or satisfy any suit, action, claims or proceeding, in excess of $15,000,000 in the aggregate;
 
(xiii)                         take any action which would reasonably be expected to, in any material respect, impede or delay the ability of the parties to satisfy any of the conditions to or the consummation of the transactions contemplated hereby;
 
(xiv)                        engage in any activity or conduct its business in a manner that would cause less than 90% of the gross income of RMP for any calendar quarter since its formation and prior to the Effective Time to be treated as “qualifying income” within the meaning of Section 7704(d) of the Code or that would otherwise cause RMP to be taxable as a corporation under Section 7704 of the Code; or
 
(xv)                           agree, in writing or otherwise, to take any of the foregoing actions.
 
(b)                                  Except (i) as expressly permitted by this Agreement, (ii) as set forth in Section 5.2(b)  of the EQM Disclosure Schedule, (iii) as required by applicable Law, (iv) as provided for or contemplated by any EQM Material Contract in effect as of the date of this Agreement or (v) as agreed in writing by RMP (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement until the Effective Time EQM and EQM GP shall, and shall cause each of their consolidated Subsidiaries to:  (w) conduct its business in the ordinary course of business consistent with past practice, (x) use commercially reasonable efforts to comply in all material respects with all applicable Laws and the requirements of all EQM Material Contracts, (y) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business
 
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relationships with it and retain the services of its present officers and key employees, and (z) use its commercially reasonable efforts to keep in full force and effect all material EQM Permits and all material insurance policies maintained by EQM, its consolidated Subsidiaries, other than changes to such policies made in the ordinary course of business.  Without limiting the generality of the foregoing, except (A) as expressly permitted by this Agreement, (B) as set forth in the corresponding provision of Section 5.2(b)  of the EQM Disclosure Schedule, (C) as required by applicable Law, (D) as required by any EQM Material Contract in effect as of the date of this Agreement or (E) as agreed in writing by RMP, during the period from the date of this Agreement to the Effective Time, EQM shall not and shall not permit any of its consolidated Subsidiaries to:
 
(i)                                      (A) issue, sell, grant, or dispose of, accelerate the vesting of or modify, as applicable, any of its partnership interests, shares of capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any of its partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any of its partnership interests, shares of capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any of the foregoing, other than (x) any such actions involving equity or equity-based awards that are outstanding on, or granted after, the date of this Agreement (it being understood that nothing in this Agreement shall restrict the granting of any awards under the EQM Equity Plans) and (y) issuances of up to 5,889,282 EQM Units as consideration in the Drop-Down Transactions; (B) redeem, purchase or otherwise acquire any of its outstanding partnership interests, shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to acquire any of its partnership interests, shares of capital stock, voting securities or equity interests, other than Tax withholding with respect to, any equity or equity-based award that is outstanding on, or granted after, the date of this Agreement in accordance with the terms thereof; (C) declare, set aside for payment or pay any distribution on any EQM Units, or otherwise make any payments to the EQM Unitholders in their capacity as such (other than (x) distributions by a direct or indirect Subsidiary of EQM to its parent or (y) subject to Section 5.14 , EQM’s regular quarterly distributions and associated distributions to the EQM GP and in respect of the EQM Incentive Distribution Rights in amounts consistent with publicly issued guidance as of the date hereof); or (D) split, combine, subdivide or reclassify any of its partnership units or other interests;
 
(ii)                                   other than any debt securities or options, warrants, calls or other rights to acquire any debt securities issued or sold by Mountain Valley Pipeline, LLC or its Subsidiaries, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of EQM or any of its Subsidiaries in an aggregate principal amount exceeding $2,500,000,000;
 
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(iii)                                amend the EQM Charter Documents or EQM GP Charter Documents (other than amendments to the EQM Charter Documents that are approved by EQM GP or an EQM Unit Majority);
 
(iv)                               adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization (other than transactions exclusively between wholly owned Subsidiaries of EQM);
 
(v)                                  engage in any activity or conduct its business in a manner that would cause less than 90% of the gross income of EQM for any calendar quarter since its formation and prior to the Effective Time to be treated as “qualifying income” within the meaning of Section 7704(d) of the Code or that would otherwise cause EQM to be taxable as a corporation under Section 7704 of the Code;
 
(vi)                               make, or permit any of its Subsidiaries to make, any acquisition of any other Person or business or merge, consolidate or enter into any other business combination transaction or agreement with any Person, in each case, that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger or the GP Merger;
 
(vii)                            file a registration statement relating to the primary offering, issuance and sale of EQM Units by EQM; or
 
(viii)                         agree, in writing or otherwise, to take any of the foregoing actions.
 
Section 5.3                                     No Solicitation by RMP .
 
(a)                                  RMP shall, and shall cause its Subsidiaries and shall use its reasonable best efforts to cause RMP’s and its Subsidiaries’ respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “ Representatives ”) to, immediately cease and cause to be terminated any discussions or negotiations with any Person conducted heretofore with respect to an RMP Alternative Proposal, request the return or destruction of all confidential information previously provided to such parties by or on behalf of RMP or its Subsidiaries and immediately prohibit any access by any Person (other than EQM and its Representatives) to any physical or electronic data room relating to a possible RMP Alternative Proposal.  Except as permitted by this Section 5.3 , (x) without the prior written consent of EQM, RMP shall not, and shall cause its Subsidiaries not to, and use its reasonable best efforts to cause its Representatives not to, directly or indirectly (i) solicit, initiate, knowingly facilitate, knowingly encourage (including by way of furnishing confidential information) or knowingly induce or take any other action intended to lead to any inquiries or any proposals that constitute or could reasonably be expected to lead to an RMP Alternative Proposal, (ii) grant any waiver or release of any standstill or similar agreement with respect to any units of RMP or of any of its Subsidiaries, (iii) enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, unit purchase agreement, asset purchase agreement or unit exchange agreement, option agreement or other similar agreement relating to an RMP Alternative Proposal, (iv) file with the SEC a Proxy Statement that does not include the RMP Board Recommendation, or (v) withdraw, modify or qualify, or
 
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propose publicly to withdraw, modify or qualify, in a manner adverse to EQM, the RMP Board Recommendation or publicly recommend the approval or adoption of, or publicly approve or adopt, or propose to publicly recommend, approve or adopt, any RMP Alternative Proposal, or fail to recommend against acceptance of any tender offer or exchange offer for RMP Units within ten (10) business days after commencement of such offer, or resolving or agreeing to take any of the foregoing actions, and (y) subject to Section 5.3(b) , within five business days of receipt of a written request of EQM following the receipt by RMP of any RMP Alternative Proposal, RMP shall publicly reconfirm the RMP Board Recommendation; provided , that EQM shall not be permitted to make such request on more than one occasion in respect of each RMP Alternative Proposal and each material modification to an RMP Alternative Proposal, if any (the taking of any action described in clauses (x)(iv) or (v) or the failure to take the action described in clause (y) being referred to as an “ RMP Adverse Recommendation Change ”).  Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by RMP’s Subsidiaries or Representatives shall be deemed to be a breach of this Section 5.3 by RMP, other than in the case where (x) such breach is a result of an isolated action by a Person that is a Representative of RMP (other than a director or officer of RMP or RMP GP), (y) such breach was not caused by, or within the Knowledge of, RMP and (z) RMP takes appropriate actions to remedy such breach upon discovery thereof.
 
(b)                                  Notwithstanding anything to the contrary contained in Section 5.3(a) , if at any time following the date of this Agreement and prior to obtaining the RMP Unitholder Approval, (i) RMP has received an unsolicited written RMP Alternative Proposal that the RMP GP Board (upon the recommendation of the RMP Conflicts Committee) believes is bona fide, (ii) the RMP GP Board (upon the recommendation of the RMP Conflicts Committee), after consultation with its financial advisors and outside legal counsel, determines in good faith that (A) such RMP Alternative Proposal constitutes or would reasonably be expected to lead to or result in an RMP Superior Proposal and (B) failure to take such action would be inconsistent with its duties under applicable Law as modified by the RMP Partnership Agreement and (iii) such RMP Alternative Proposal did not result from a Willful Breach of this Section 5.3 , then RMP may, subject to clauses (x) and (y) below, (A) furnish information, including confidential information, with respect to RMP and its Subsidiaries to the Person making such RMP Alternative Proposal and (B) participate in discussions or negotiations regarding such RMP Alternative Proposal; provided that (x) RMP will not, and will use reasonable best efforts to cause its Representatives not to, disclose any non-public information to such Person unless RMP has, or first enters into, a confidentiality agreement with such Person of the nature generally used in similar circumstances, as determined by RMP in its reasonable business judgment and (y) RMP will provide to EQM non-public information about RMP or its Subsidiaries that was not previously provided or made available to EQM prior to or substantially concurrently with providing or making available such non-public information to such other Person.
 
(c)                                   In addition to the other obligations of RMP set forth in this Section 5.3 , RMP shall promptly advise EQM, orally and in writing, and in no event later than 24 hours after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, RMP in respect of any RMP Alternative Proposal, and shall, in any such notice to EQM, indicate the identity of the Person making such proposal, offer, inquiry or other contact and the terms and
 
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conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry or request), and thereafter shall promptly keep EQM reasonably informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and RMP shall promptly provide EQM with copies of any additional written materials received by RMP or that RMP has delivered to any third party making an RMP Alternative Proposal that relate to such proposals, offers, inquiries or requests) and of the status of any such discussions or negotiations.
 
(d)                                  Notwithstanding any other provision of this Agreement, at any time prior to obtaining the RMP Unitholder Approval, the RMP GP Board and the RMP Conflicts Committee may effect an RMP Adverse Recommendation Change in response to an unsolicited RMP Alternative Proposal or an Intervening Event if the RMP GP Board (upon the recommendation of the RMP Conflicts Committee), after consultation with its outside legal counsel and financial advisors, determines in good faith that the failure to take such action would be inconsistent with its duties under applicable Law as modified by the RMP Partnership Agreement and:
 
(i)                                      if the RMP GP Board (upon the recommendation of the RMP Conflicts Committee) intends to effect such RMP Adverse Recommendation Change in response to an RMP Alternative Proposal:
 
(A)                                such RMP Alternative Proposal is bona fide, in writing and has not been withdrawn or abandoned;
 
(B)                                the RMP GP Board (upon the recommendation of the RMP Conflicts Committee) has determined, after consultation with its outside legal counsel and financial advisors, that such RMP Alternative Proposal constitutes an RMP Superior Proposal after giving effect to all of the adjustments offered by EQM pursuant to clause (E) below;
 
(C)                                RMP has provided prior written notice to EQM in accordance with Section 8.9 (the “ RMP Superior Proposal Notice ”) of the RMP GP Board’s intention to effect an RMP Adverse Recommendation Change, and such RMP Superior Proposal Notice has specified the identity of the Person making such RMP Alternative Proposal, the material terms and conditions of such RMP Alternative Proposal, and complete copies of any written proposal or offers (including proposed agreements) received by RMP in connection with such RMP Alternative Proposal;
 
(D)                                during the period that commences on the date of delivery of the RMP Superior Proposal Notice as determined in accordance with Section 8.9 and ends at 11:59 p.m.  Eastern time on the date that is the fourth calendar day following the date of such delivery (the “ RMP Superior Proposal Notice Period ”), RMP shall (1) negotiate with EQM in good faith to make such adjustments to the terms and conditions of this Agreement so that the failure to effect such RMP Adverse Recommendation Change would not be inconsistent
 
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with its duties under applicable Law, as modified by the RMP Partnership Agreement; and (2) keep EQM reasonably informed with respect to the status and changes in the material terms and conditions of such RMP Alternative Proposal or other change in circumstances related thereto; provided , however , that any material revisions to such RMP Alternative Proposal (it being agreed that any change in the purchase price in such RMP Alternative Proposal shall be deemed a material revision) shall require delivery of a subsequent RMP Superior Proposal Notice and a subsequent RMP Superior Proposal Notice Period in respect of such revised RMP Alternative Proposal, except that such subsequent RMP Superior Proposal Notice Period shall expire upon the later of (x) the end of the initial RMP Superior Proposal Notice Period and (y) 11:59 p.m.  Eastern time on the date that is the second calendar day following the date of the delivery of such subsequent RMP Superior Proposal Notice; and
 
(E)                                 the RMP GP Board shall have considered all revisions to the terms of this Agreement offered in writing by EQM and, at the end of the RMP Superior Proposal Notice Period, shall have determined in good faith that (i) such RMP Alternative Proposal continues to constitute an RMP Superior Proposal even if such revisions were to be given effect and (ii) failure to effect an RMP Adverse Recommendation Change would be inconsistent with its duties under applicable Law as modified by the RMP Partnership Agreement even if such revisions were to be given effect; or
 
(ii)                                   if the RMP GP Board (upon the recommendation of the RMP Conflicts Committee) intends to effect such RMP Adverse Recommendation Change in response to an Intervening Event:
 
(A)                                RMP shall provide prior written notice to EQM in accordance with Section 8.9 (the “ RMP Recommendation Change Notice ”) of the RMP GP Board’s intention to effect an RMP Adverse Recommendation Change, and such RMP Recommendation Change Notice shall specify the details of such Intervening Event and the reasons for the RMP Adverse Recommendation Change;
 
(B)                                during the period that commences on the date of delivery of the RMP Recommendation Change Notice as determined in accordance with Section 8.9 and ends at 11:59 p.m.  Eastern time on the date that is the fifth calendar day following the date of such delivery, RMP shall (i) negotiate with EQM in good faith to make such adjustments to the terms and conditions of this Agreement so that the failure to effect such RMP Adverse Recommendation Change would not be inconsistent with its duties under applicable Law, as modified by the RMP Partnership Agreement; and (ii) keep EQM reasonably informed of any change in circumstances related thereto; and
 
(C)                                the RMP GP Board shall have considered all revisions to the terms of this Agreement offered in writing by EQM and, at the end of the RMP Adverse Recommendation Change Notice Period, shall have determined
 
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(upon the recommendation of the RMP Conflicts Committee) in good faith that the failure to effect an RMP Adverse Recommendation Change would be inconsistent with its duties under applicable Law as modified by the RMP Partnership Agreement even if such revisions were to be given effect.
 
(e)                                   Nothing contained in this Agreement shall prevent RMP or the RMP GP Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act with respect to an RMP Alternative Proposal if the RMP GP Board determines in good faith (after consultation with outside legal counsel) that its failure to do so would be reasonably likely to constitute a violation of applicable Law; provided that any RMP Adverse Recommendation Change may only be made in accordance with Section 5.3(d) .  For the avoidance of doubt, a public statement that describes RMP’s receipt of an RMP Alternative Proposal and the operation of this Agreement with respect thereto shall not be deemed an RMP Adverse Recommendation Change.
 
Section 5.4                                     Reasonable Best Efforts .
 
(a)                                  Subject to the terms and conditions of this Agreement (including Section 5.4(d) ), the EQM Entities, on the one hand, and the RMP Entities, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use) their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated hereby, including preparing and filing promptly and fully all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain as promptly as practicable (and in any event no later than the Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated hereby, (iii) defend any lawsuits or other legal proceedings, whether judicial or administrative, including by Governmental Authorities, challenging this Agreement or the consummation of the transactions contemplated hereby or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and (iv) obtain all necessary consents, approvals or waivers from third parties.
 
(b)                                  In furtherance and not in limitation of the foregoing, (i) each party hereto (including by their respective Subsidiaries) agrees to make an appropriate filing (if required) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within 15 business days after the date of this Agreement or after any later date on which the parties agree that there is an HSR Act filing requirement (unless a later date is mutually agreed to by the parties hereto) and to supply as promptly as practicable any additional information and documentary material that may be requested by any Governmental Authority pursuant to the HSR Act or any other Antitrust
 
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Law and use its reasonable best efforts to take, or cause to be taken (including by their respective Subsidiaries), all other actions consistent with this Section 5.4 necessary to cause the expiration or termination of any applicable waiting periods under the HSR Act and to obtain approvals or consents under any other applicable Antitrust Laws as promptly as practicable (and in any event no later than the Outside Date); and (ii) EQM and RMP shall each use its reasonable best efforts to (A) take all actions necessary to ensure that no state takeover statute or similar Law is or becomes applicable to any of the transactions contemplated hereby and (B) if any state takeover statute or similar Law becomes applicable to any of the transactions contemplated hereby, take all actions necessary to ensure that such transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the transaction.
 
(c)                                   Each of the parties hereto shall use (and shall cause their respective Subsidiaries to use) its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby, including by providing the other parties a reasonable opportunity to review and comment thereon, and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including any proceeding initiated by a private Person, (ii) promptly inform the other party of (and supply to the other party) any communication received by such party from, or given by such party to, any Governmental Authority and any material communication received or given in connection with any proceeding by a private Person, in each case regarding any of the transactions contemplated hereby, (iii) permit the other party to review in advance and incorporate the other party’s reasonable comments in any communication or submission to be given by it to any Governmental Authority with respect to obtaining any approvals, consents, clearances or expirations or terminations of waiting periods required under any Antitrust Law in connection with the transactions contemplated hereby and (iv) consult with the other party in advance of any meeting or teleconference with any Governmental Authority or, in connection with any proceeding by a private Person, with any other Person, and, to the extent not prohibited by the Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and teleconferences.  Subject to Section 5.6(b) , the parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.4 in a manner so as to preserve the applicable privilege.
 
(d)                                  The EQM Entities and the RMP Entities (including by causing their respective Subsidiaries) agree to use their reasonable best efforts to (i) resolve any objections that a Governmental Authority or other Person may assert under any Antitrust Law with respect to the transactions contemplated hereby and (ii) avoid or eliminate each and every impediment under any Antitrust Law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, in each case, so as to enable the Closing to occur as promptly as practicable and in any event no later than the Outside Date, including (A) offering, negotiating, accepting and agreeing to dispose or hold separate any part of the EQM Entities, the RMP Entities’ or their respective Subsidiaries’ businesses, operations or assets (or a combination thereof) or (B) offering, negotiating, accepting and agreeing to restrict the manner in which the EQM Entities, the RMP Entities or any of their respective Subsidiaries may carry on business in
 
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any part of the world (the actions described in subsections (ii)(A) and (ii)(B) together, “ Remedial Actions ”); provided , however , that notwithstanding anything to the contrary contained in this Agreement, the EQM Entities, the RMP Entities and their Affiliates and Subsidiaries shall not be required to take any Remedial Action, take any other action, or enter into any other agreement if such Remedial Action or other action or agreement, individually or in the aggregate, would reasonably be expected to have a material adverse impact on (x) the EQM Entities and their Subsidiaries, prior to the Merger, taken as a whole, (y) the RMP Entities and their Subsidiaries, taken as a whole or (z) the EQM Entities and their Subsidiaries, after the Merger, taken as a whole.  Neither the EQM Entities nor the RMP Entities shall, without the other parties’ prior written consent, offer, negotiate, accept or agree to any Remedial Action or other action or agreement with respect to the EQM Entities’ or the RMP Entities’ businesses, operations or assets, or any restrictions on their businesses.
 
Section 5.5                                     Public Announcements .  The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by EQM and RMP.  Thereafter, neither EQM nor RMP shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided , however , that RMP shall not be required by this Section 5.5 to consult with any other party with respect to a public announcement in connection with the receipt and existence of an RMP Alternative Proposal that the RMP GP Board (upon the recommendation of the RMP Conflicts Committee) believes is bona fide and matters related thereto or an RMP Adverse Recommendation Change but nothing in this proviso shall limit any obligation of RMP under Section 5.3(d)  to negotiate with EQM in good faith; provided , further , that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by EQM or RMP in compliance with this Section 5.5 .
 
Section 5.6                                     Access to Information; Confidentiality .
 
(a)                                  Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to afford to the other party and its Representatives reasonable access during normal business hours (and, with respect to books and records, the right to copy) to all of its and its Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives; provided, that such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives.  Each party shall furnish promptly to the other party (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by such party from the SEC
 
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concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as the other party may reasonably request (including information necessary to prepare the Proxy Statement).  Each party and its Representatives shall hold information received from the other party pursuant to this Section 5.6 in confidence.
 
(b)                                  This Section 5.6 shall not require either party to permit any access, or to disclose any information, that in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of such party would reasonably be expected to result in (i) any violation of any contract or Law to which such party or its Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) that such party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in such party’s good faith judgment (after consultation with counsel) adversely affect in any material respect such party’s position in any pending or, what such party believes in good faith (after consultation with counsel) could be, future litigation or (ii) if such party or any of its Subsidiaries, on the one hand, and the other party or any of its Subsidiaries, on the other hand, are adverse parties in a litigation, such information being reasonably pertinent thereto; provided that, in the case of clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (A) would not (in the good faith belief of the party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) reasonably be likely to result in the violation of any such contract or Law or reasonably be likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the party being requested to disclose the information (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which appropriately designated Representatives of the other party shall be provided access to such information; provided , further , that the party being requested to disclose the information shall (1) notify the other party that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such contract or Law or are reasonably likely to cause such privilege to be undermined, (2) communicate to the other party in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 5.6(b) ) and (3) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any contract, use reasonable commercial efforts to seek consent from the applicable third party to any such contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the terms of such contract).
 
(c)                                   No investigation, or information received, pursuant to this Section 5.6 will modify any of the representations and warranties of the parties hereto.
 
Section 5.7                                     Notification of Certain Matters .  RMP shall give prompt notice to EQM, and EQM shall give prompt notice to RMP, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, if the subject matter of such
 
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communication or the failure of such party to obtain such consent is reasonably likely to be material to RMP or EQM, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries and that relate to the transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would result in the failure to be satisfied of any of the conditions to the Closing in Article VI and (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereby which would result in the failure to be satisfied of any of the conditions to the Closing in Article VI ; provided that, in the case of clauses (iii) and (iv), the failure to comply with this Section 5.7 shall not result in the failure to be satisfied of any of the conditions to the Closing in Article VI , or give rise to any right to terminate this Agreement under Article VII , if the underlying fact, circumstance, event or failure would not in and of itself give rise to such failure or right.
 
Section 5.8                                     Indemnification and Insurance .
 
(a)                                  For purposes of this Section 5.8 , (i) “ Indemnified Person ” shall mean any person who is now, or has been or becomes at any time prior to the Effective Time, an officer or director of RMP, RMP GP or any of their respective Subsidiaries and also with respect to any such Person, in their capacity as a director, officer, employee, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (whether or not such other entity or enterprise is affiliated with RMP) serving at the request of or on behalf of RMP or RMP GP or any of their respective Subsidiaries and together with such Person’s heirs, executors or administrators and (ii) “ Proceeding ” shall mean any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, suit, proceeding or investigation results in a formal civil or criminal litigation or regulatory action.
 
(b)                                  From and after the Effective Time, to the fullest extent that RMP, RMP GP or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person, EQM and EQM GP agree to (i) indemnify and hold harmless against any cost or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with any Proceeding, and provide advancement promptly, and in any event within 10 days after any written request, of expenses to, all Indemnified Persons to the fullest extent permitted under applicable Law and (ii) honor the provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the RMP Charter Documents and comparable governing instruments of RMP GP and any Subsidiary of RMP or RMP GP immediately prior to the Effective Time and ensure that the organizational documents of the Surviving Entity and the Surviving GP Entity shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and agents of RMP, RMP GP and their respective Subsidiaries than are presently set forth in the RMP Charter Documents and comparable governing instruments of RMP GP.  Any right of indemnification of
 
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an Indemnified Person pursuant to this Section 5.8(b)  shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Person as provided herein.
 
(c)                                   The Surviving Entity and the Surviving GP Entity shall maintain in effect for six years from the Effective Time RMP’s and RMP GP’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to Indemnified Persons ( provided that the Surviving Entity or the Surviving GP Entity may substitute therefor policies with reputable carriers of at least the same coverage containing terms and conditions that are no less favorable to the Indemnified Persons); provided , however , that in no event shall the Surviving Entity or the Surviving GP Entity be required to expend pursuant to this Section 5.8(c)  more than an amount per year equal to 300% of current annual premiums paid by RMP or RMP GP for such insurance (the “ Maximum Amount ”).  In the event that, but for the proviso to the immediately preceding sentence, the Surviving Entity or the Surviving GP Entity would be required to expend more than the Maximum Amount, the Surviving Entity or the Surviving GP Entity shall obtain the maximum amount of such insurance as is available for the Maximum Amount.  If RMP in its sole discretion elects, then, in lieu of the obligations of EQM and the Surviving Entity or the Surviving GP Entity under this Section 5.8(c) , RMP or RMP GP may, prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Persons in their capacity as such; provided that in no event shall the cost of such policy exceed six times the Maximum Amount.
 
(d)                                  The rights of any Indemnified Person under this Section 5.8 shall be in addition to any other rights such Indemnified Person may have under the organizational documents of RMP, RMP GP, the Surviving Entity or the Surviving GP Entity, the DRULPA or the DLLCA.  The provisions of this Section 5.8 shall survive the consummation of the transactions contemplated hereby for a period of six years and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and representatives; provided , however , that in the event that any claim or claims for indemnification or advancement set forth in this Section 5.8 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue until disposition of all such claims.  If either the Surviving Entity or the Surviving GP Entity, or in each case any of its successors or assigns, (i) consolidates with or merges into any other Person, or (ii) transfers or conveys all or substantially all of its businesses or assets to any other Person, then, in each such case, to the extent necessary, a proper provision shall be made so that the successors and assigns of the Surviving Entity or the Surviving GP Entity, as applicable, shall assume the obligations of the Surviving Entity set forth in this Section 5.8 .
 
Section 5.9                                     Securityholder Litigation .  RMP shall give EQM the opportunity to participate in the defense or settlement of any securityholder litigation against RMP and/or its officers and directors relating to the transactions contemplated hereby; provided that RMP shall not be required to provide information if doing so would be reasonably expected to threaten the loss of any attorney-client privilege or other applicable legal privilege.
 
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Section 5.10                              Financing Matters .
 
(a)                                  RMP hereby consents to EQM’s use of and reliance on any audited or unaudited financial statements relating to RMP and its consolidated Subsidiaries, or any entities or businesses acquired by RMP reasonably requested by EQM to be used in any financing or other activities of EQM, including any filings that EQM desires to make with the SEC.  In addition, RMP will use commercially reasonable efforts, at EQM’s sole cost and expense, to obtain the consents of any auditor to the inclusion of the financial statements referenced above in appropriate filings with the SEC.  Prior to the Closing, RMP will provide such assistance (and will cause its Subsidiaries and its and their respective personnel and advisors to provide such assistance), as EQM may reasonably request in order to assist EQM in connection with financing activities, including any public offerings to be registered under the Securities Act or private offerings.  Such assistance shall include, but not be limited to, the following:  (i) providing such information, and making available such personnel as EQM may reasonably request; (ii) participation in, and assistance with, any marketing activities related to such financing; (iii) participation by senior management of RMP in, and their assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iv) taking such actions as are reasonably requested by EQM or its financing sources to facilitate the satisfaction of all conditions precedent to obtaining such financing; and (v) taking such actions as may be required to permit any cash and marketable securities of RMP or EQM to be made available to finance the transactions contemplated hereby at the Effective Time.
 
(b)                                  RMP shall, and shall cause its Subsidiaries, to deliver at the Closing lien and guarantee terminations and releases, as applicable, and instruments of release and discharge (including a customary payoff letter) with respect to (i) that certain Credit Agreement, dated as of December 22, 2014, by and among RMP, as parent guarantor, Rice Midstream OpCo LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties from time to time party thereto, as it may be amended, modified or supplemented from time to time (the “ RMP Existing Credit Facility ”) and (ii) at EQM’s request, any other indebtedness of RMP, and to give any other notices requested by EQM in order to facilitate repayment of the RMP Existing Credit Facility and any such other indebtedness.  In addition, RMP shall use reasonable best efforts to assist EQM, at EQM’s request, in facilitating the termination, amendment, or assumption of any derivative transactions of RMP or any Subsidiary thereof in connection with the consummation of the transactions contemplated hereby.
 
Section 5.11                              Fees and Expenses .  Except as otherwise provided in Section 7.2 and Section 7.3 , all fees and expenses incurred in connection with the transactions contemplated hereby including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses (other than the filing fee payable to the SEC in connection with the Registration Statement and the expenses incurred in connection with the filing of the Registration Statement and the printing and mailing of the Proxy Statement, which shall be borne by EQM).  EQM shall have sole responsibility for the payment of all filing fees under applicable Antitrust Laws, including the filing fee payable under the HSR Act.
 
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Section 5.12                              Section 16 Matters .  Prior to the Effective Time, EQM and RMP shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of RMP Units (including derivative securities with respect to RMP Units) or acquisitions of EQM Units (including derivative securities with respect to EQM Units) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to RMP, or will become subject to such reporting requirements with respect to EQM, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
 
Section 5.13                              Listing .  EQM shall cause the EQM Units to be issued pursuant to and in accordance with this Agreement to be approved for listing (subject, if applicable, to notice of issuance) for trading on the NYSE prior to the Closing.
 
Section 5.14                              Distributions .  After the date of this Agreement until the Effective Time, each of EQM and RMP shall coordinate with the other regarding the declaration of any distributions in respect of EQM Units, RMP Units and the record dates and payment dates relating thereto, it being the intention of the parties that holders of RMP Units shall not receive, for any quarter, distributions both in respect of RMP Units and also distributions in respect of EQM Units that they receive in exchange therefor in the Merger, but that they shall receive for any such quarter either:  (a) only distributions in respect of RMP Units or (b) only distributions in respect of EQM Units that they receive in exchange therefor in the Merger.
 
Section 5.15                              Conflicts Committees .
 
(a)                                  Prior to the Effective Time, EQT shall not, and shall cause its Subsidiaries not to, without the consent of the RMP Conflicts Committee, eliminate the RMP Conflicts Committee, or revoke or diminish the authority of the RMP Conflicts Committee, or remove or cause the removal of any director of the RMP GP Board that is a member of the RMP Conflicts Committee either as a member of the RMP GP Board or the RMP Conflicts Committee, without the affirmative vote of the RMP Conflicts Committee.  For the avoidance of doubt, this Section 5.15(a)  shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the RMP GP Agreement.
 
(b)                                  Prior to the Effective Time, EQT shall not, and shall cause its Subsidiaries not to, without the consent of the EQM Conflicts Committee, eliminate the EQM Conflicts Committee, or revoke or diminish the authority of the EQM Conflicts Committee, or remove or cause the removal of any director of the EQM GP Board that is a member of the EQM Conflicts Committee either as a member of the EQM GP Board or the EQM Conflicts Committee, without the affirmative vote of the EQM Conflicts Committee.  For the avoidance of doubt, this Section 5.15(b)  shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the EQM GP Agreement.
 
(c)                                   EQT represents and warrants to EQM and RMP, respectively, that it has provided to the EQM Conflicts Committee and the RMP Conflicts Committee a true, correct and complete copy of the IDR Purchase and Sale Agreement (including any amendments thereto), and neither EQT nor RMGH is a party to or bound by any agreement that would modify any of their respective rights under the IDR Purchase and Sale Agreement.
 
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Section 5.16                              Voting and Consent .  EQT covenants and agrees that, until the Effective Time or the earlier of a termination of this Agreement, at the RMP Unitholders Meeting or any other meeting of RMP Limited Partners or any vote of RMP Limited Partner Interests in connection with a vote of the RMP Limited Partners, however called, EQT will vote, or cause to be voted, all RMP Limited Partner Interests then owned beneficially or of record by it or any of its Subsidiaries, as of the record date for such meeting, in favor of the approval of this Agreement (as it may be amended or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof.  EQT consents to, and has caused or shall cause, to the extent necessary and to the extent permitted by the organizational documents thereof, each of its Subsidiaries to consent to, this Agreement and the transactions contemplated by this Agreement.
 
Section 5.17                              Tax Opinions .  Each of the parties shall use its respective reasonable best efforts to obtain the opinions of counsel referenced in Section 6.1(f) , Section 6.2(c)  and Section 6.3(c) , including by executing and delivering customary tax representation letters to each such counsel in form and substance reasonably satisfactory to such counsel.
 
ARTICLE VI
CONDITIONS PRECEDENT
 
Section 6.1                                     Conditions to Each Party’s Obligation to Effect the Merger and the GP Merger .  The respective obligations of each party hereto to effect the Merger and the GP Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
 
(a)                                  RMP Unitholder Approval .  The RMP Unitholder Approval shall have been obtained in accordance with applicable Law and the RMP Partnership Agreement;
 
(b)                                  Regulatory Approval .  Any waiting period applicable to the transactions contemplated hereby under the HSR Act shall have been terminated or shall have expired;
 
(c)                                   No Injunctions or Restraints .  No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority (collectively, “ Restraints ”) shall be in effect enjoining, restraining, preventing or prohibiting consummation of the transactions contemplated hereby or making the consummation of the transactions contemplated hereby illegal;
 
(d)                                  Registration Statement .  The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC; and
 
(e)                                   Unit Listing .  The EQM Units deliverable to the RMP Unitholders as contemplated by this Agreement shall have been approved for listing on the NYSE, subject to official notice of issuance.
 
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(f)                                    Tax Opinions .  (i) EQM shall have received an opinion of Baker Botts L.L.P. dated as of the Closing Date to the effect that (i) at least 90% of the gross income of EQM for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code and (ii) at least 90% of the combined gross income of each of EQM and RMP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code.  In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of the EQM Entities and the RMP Entities and any of their respective affiliates as to such matters as such counsel may reasonably request.
 
(g)                                   RMP shall have received an opinion of Baker Botts L.L.P dated as of the Closing Date to the effect that at least 90% of the gross income of RMP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is from sources treated as “qualifying income” within the meaning of Section 7704(d) of the Code.  In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of the RMP Entities and any of its respective affiliates as to such matters as such counsel may reasonably request.
 
(h)                                  Drop-Down Transactions .  All conditions precedent to the Drop-Down Transactions shall have been fulfilled or waived in accordance with the Drop-Down Agreement as in effect as of the date hereof, and closing of the Drop-Down Transactions shall have been consummated, or the parties to the Drop-Down Agreement shall be ready, willing and able to consummate the Drop-Down Transactions substantially simultaneously with the Closing, on the terms reflected in the Drop-Down Agreement as in effect as of the date hereof.
 
(i)                                      IDR Transaction .  All conditions precedent to the IDR Transaction shall have been fulfilled or waived in accordance with the IDR Purchase and Sale Agreement as in effect as of the date hereof, and closing of the IDR Transaction shall have been consummated on the terms reflected in the IDR Purchase and Sale Agreement as in effect as of the date hereof.
 
Section 6.2                                     Conditions to Obligations of EQM Entities to Effect the Merger and the GP Merger .  The obligations of the EQM Entities to effect the Merger and the GP Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
 
(a)                                  Representations and Warranties .  (i) The representations and warranties of the RMP Entities contained in Section 3.3(a) , Section 3.3(c)  and Section 3.6(a) , shall be true and correct in all respects, in each case both when made and at and as of the Closing Date, as if made
 
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at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (ii) the representations and warranties of the RMP Entities contained in Section 3.2(a)  and Section 3.2(b)  shall be true and correct except for any de minimis inaccuracies, both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iii) all other representations and warranties of the RMP Entities set forth herein shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “RMP Material Adverse Effect” set forth in any individual such representation or warranty, other than in Section 3.5 and Section 3.9 and the definition of RMP Material Contract in Section 3.14 ) does not have, and would not reasonably be expected to have, individually or in the aggregate, an RMP Material Adverse Effect.  EQM shall have received a certificate signed on behalf of RMP by an executive officer of RMP GP to such effect.
 
(b)                                  Performance of Obligations of the RMP Entities .  Each of the RMP Entities shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and EQM shall have received a certificate signed on behalf of RMP by an executive officer of RMP GP to such effect.
 
(c)                                   Tax Opinions .  EQM shall have received an opinion of Baker Botts L.L.P. dated as of the Closing Date to the effect that for U.S. federal income tax purposes (i) EQM should not recognize any income or gain as a result of the Merger, and (ii) no gain or loss should be recognized by holders of EQM Units or other partnership interests in EQM as a result of the Merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Code).  In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of the EQM Entities and the RMP Entities and any of their respective affiliates as to such matters as such counsel may reasonably request.
 
Section 6.3                                     Conditions to Obligation of RMP Entities to Effect the Merger and the GP Merger .  The obligations of the RMP Entities to effect the Merger and the GP Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
 
(a)                                  Representations and Warranties .  (i) The representations and warranties of the EQM Entities contained in Section 4.3(a)  and Section 4.6(a)  shall be true and correct in all respects, in each case both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (ii) the representations and warranties of the EQM Entities contained in Section 4.2(a)  and Section 4.2(b)  shall be true and correct except for any de minimis inaccuracies, both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iii) all other representations and warranties of the EQM Entities set forth herein shall be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the
 
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extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “EQM Material Adverse Effect” set forth in any individual such representation or warranty, other than in Section 4.5 and Section 4.9 and the definition of EQM Material Contract in Section 4.14 ) does not have, and would not reasonably be expected to have, individually or in the aggregate, an EQM Material Adverse Effect.  RMP shall have received a certificate signed on behalf of EQM by an executive officer of EQM GP to such effect.
 
(b)                                  Performance of Obligations of the EQM Entities .  The EQM Entities shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and RMP shall have received a certificate signed on behalf of EQM by an executive officer of EQM GP to such effect.
 
(c)                                   Tax Opinions .  RMP shall have received an opinion of Baker Botts L.L.P. dated as of the Closing Date to the effect that for U.S. federal income tax purposes (i) RMP should not recognize any income or gain as a result of the Merger and (ii) no gain or loss should be recognized by holders of RMP Units or other partnership interests in RMP as a result of the Merger (other than any gain resulting from (A) any actual or constructive distribution of cash or other property or (B) any decrease in partnership liabilities pursuant to Section 752 of the Code).  In rendering such opinion, such counsel shall be entitled to receive and rely upon representations, warranties and covenants of officers of the RMP Entities and the EQM Entities and any of their respective affiliates as to such matters as such counsel may reasonably request.
 
Section 6.4                                     Frustration of Closing Conditions .  None of the RMP Entities or the EQM Entities may rely on the failure of any condition set forth in Section 6.1 , Section 6.2 or Section 6.3 , as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger, the GP Merger and the other transactions contemplated hereby, or other breach of or noncompliance with this Agreement.
 
ARTICLE VII
TERMINATION
 
Section 7.1                                     Termination .  This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Effective Time:
 
(a)                                  by the mutual written consent of RMP and EQM duly authorized by each of the RMP GP Board and the EQM GP Board, respectively;
 
(b)                                  by either of RMP or EQM:
 
(i)                                      if the Closing shall not have been consummated on or before December 31, 2018 (the “ Outside Date ”); provided ,   that the right to terminate this Agreement under this Section 7.1(b)(i)  shall not be available (A) to RMP or EQM if the inability to satisfy such condition was due to the failure of, in the case of RMP, RMP or RMP GP, and, in the case of EQM, EQM, EQM GP, Merger Sub or GP Merger Sub, to perform any of its obligations under this Agreement or
 
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(B) to RMP or EQM if in the case of RMP, EQM, EQM GP, Merger Sub or GP Merger Sub, and in the case of EQM, RMP or RMP GP, has filed (and is then pursuing) an action seeking specific performance as permitted by Section 8.8 ;
 
(ii)                                   if any Restraint having the effect set forth in Section 6.1(c)  shall be in effect and shall have become final and nonappealable; provided , however , that the right to terminate this Agreement under this Section 7.1(b)(ii)  shall not be available to EQM or RMP if such Restraint was due to the failure of, in the case of RMP, RMP or RMP GP, and, in the case of EQM, EQM, EQM GP, Merger Sub or GP Merger Sub, to perform any of its obligations under this Agreement;
 
(iii)                                if the RMP Unitholders Meeting and any postponements or adjournments thereof shall have concluded and the RMP Unitholder Approval shall not have been obtained; or
 
(iv)                               if the IDR Purchase and Sale Agreement or the Drop-Down Agreement shall have been terminated in accordance with its terms; or
 
(c)                                   by EQM (which termination may be effected by the EQM Conflicts Committee with the consent, authorization or approval of the EQM Board):
 
(i)                                      if an RMP Adverse Recommendation Change shall have occurred prior to the RMP Unitholders Meeting;
 
(ii)                                   prior to the receipt of the RMP Unitholder Approval, if RMP shall be in Willful Breach of its obligations pursuant to the first three sentences of Section 5.1(b)  or Section 5.3 , other than in the case where (x) such Willful Breach is a result of an isolated action by a Person that is a Representative of RMP (other than a director or officer of RMP or RMP GP), (y) such Willful Breach was not caused by, or within the Knowledge of, RMP and (z) RMP takes appropriate actions to remedy such Willful Breach upon discovery thereof; provided that EQM shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(ii)  if EQM is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or
 
(iii)                                if RMP shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of the RMP Entities set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 6.2(a)  or (b)  and (B) is incapable of being cured, or is not cured by RMP or RMP GP within 30 days following receipt of written notice from EQM of such breach or failure; provided that EQM shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(iii)  if any EQM Entity is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
 
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(d)                                  by RMP (which termination may be effected by the RMP Conflicts Committee with the consent, authorization or approval of the RMP Board), if EQM shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (or if any of the representations or warranties of EQM set forth in this Agreement shall fail to be true), which breach or failure (A) would (if it occurred or was continuing as of the Closing Date) give rise to the failure of a condition set forth in Section 6.3(a)  or (b)  and (B) is incapable of being cured, or is not cured, by EQM within 30 days following receipt of written notice from RMP of such breach or failure; provided ,   that RMP shall not have the right to terminate this Agreement pursuant to this Section 7.1(d)  if RMP is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
 
Section 7.2                                     Effect of Termination .  In the event of the termination of this Agreement as provided in Section 7.1 , written notice thereof shall be given to the other party or parties, specifying the provision of this Agreement pursuant to which such termination is made, and this Agreement shall forthwith become null and void (other than the provisions in Section 5.11 , Section 7.2 and Section 7.3 and in the last sentence of Section 5.6(a) , and the provisions in Article VIII , all of which shall survive termination of this Agreement), and there shall be no liability on the part of any EQM Entity or RMP Entity or their respective directors, officers and Affiliates, except (a) RMP or EQM may have liability as provided in Section 7.3 , and (b) subject to Sections 7.3(d) , (f)  and (g) , nothing shall relieve any party hereto from any liability or damages for any failure to consummate the Merger, the GP Merger and the other transactions contemplated hereby when required pursuant to this Agreement or any party from liability for fraud or a Willful Breach of any covenant or other agreement contained in this Agreement.
 
Section 7.3                                     Fees and Expenses .
 
(a)                                  In the event that (A) an RMP Alternative Proposal shall have been publicly proposed or publicly disclosed prior to, and not withdrawn at the time of, the date of the RMP Unitholders Meeting (or, if the RMP Unitholders Meeting shall not have occurred, prior to the termination of this Agreement pursuant to Section 7.1(b)(i)  [ Outside Date ]), (B) this Agreement is terminated by RMP or EQM pursuant to Section 7.1(b)(i)  [ Outside Date ] or Section 7.1(b)(iii)  [ Failed RMP Unitholder Vote ], and (C) RMP enters into a definitive agreement with respect to, or consummates, any RMP Alternative Proposal within 12 months after the date this Agreement is terminated (whether or not such RMP Alternative Proposal is the same RMP Alternative Proposal referred to in clause (A)), then, subject to Section 7.3(f) , RMP shall pay to EQM a termination fee equal to $63,400,000, less any EQM Expenses previously paid by RMP pursuant to Section 7.3(e)  (the “ RMP Termination Fee ”), upon the earlier of the public announcement that RMP has entered into such definitive agreement or the consummation of any such transaction.  For purposes of this Section 7.3(a) , the term “ RMP Alternative Proposal ” shall have the meaning assigned to such term in Section 8.13 , except that the references to “20% or more” shall be deemed to be references to “50% or more.”
 
(b)                                  In the event this Agreement is terminated by RMP or EQM pursuant to Section 7.1(b)(iii)  [ Failed RMP Unitholder Vote ] in a case where an RMP Adverse Recommendation Change has occurred, or by EQM pursuant to Section 7.1(c)(i)  [ RMP Adverse Recommendation Change ] or Section 7.1(c)(ii)  [ RMP Willful Breach ] (without limiting EQM’s
 
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remedies described in Section 8.8 ), then RMP shall pay to EQM, within two business days after the date of termination, the RMP Termination Fee.
 
(c)                                   Subject to Section 7.3(f) , any payment of the RMP Termination Fee shall be made in cash by wire transfer of same day funds to an account designated in writing by EQM.
 
(d)                                  In the event that RMP shall fail to pay the RMP Termination Fee required pursuant to this Section 7.3 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the legal rate of interest provided for in Section 2301 of Title 6 of the Delaware Code.  In addition, if RMP shall fail to pay the RMP Termination Fee when due, RMP shall also pay all of EQM’s reasonable costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee.  The RMP Entities and the EQM Entities acknowledge that the provisions of this Section 7.3 are an integral part of the transactions contemplated hereby and that, without these agreements, neither the RMP Entities nor the EQM Entities would enter into this Agreement.  The parties agree that in the event that RMP pays the RMP Termination Fee to EQM, no RMP Entity shall have any further liability to any EQM Entity of any kind in respect of this Agreement and the transactions contemplated hereby, and that in no event shall RMP be required to pay the RMP Termination Fee on more than one occasion.
 
(e)                                   Notwithstanding anything to the contrary in this Agreement (except Sections 7.3(f)  and 7.3(g) ), (i) in the event of termination of this Agreement by RMP pursuant to Section 7.1(d)  [ EQM Uncured Breach ], then EQM shall promptly, but in no event later than three business days after receipt of an invoice (with supporting documentation) therefor from RMP, pay RMP’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants) incurred by RMP and its Affiliates in connection with this Agreement and the transactions contemplated hereby up to a maximum amount of $5,000,000 (the “ RMP Expenses ”); provided , however , that in no event shall EQM have any obligation to make any such payment if, at the time of such termination, this Agreement was terminable by EQM pursuant to Section 7.1(c)(iii)  [ RMP Uncured Breach ] and (ii) in the event of termination of this Agreement by EQM pursuant to Section 7.1(c)(iii)  [ RMP Uncured Breach ], then RMP shall promptly, but in no event later than three business days after receipt of an invoice (with supporting documentation) therefor from EQM, pay EQM’s designee all of the reasonably documented out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing sources, experts and consultants) incurred by EQM and its Affiliates in connection with this Agreement and the transactions contemplated hereby up to a maximum amount of $5,000,000 (the “ EQM Expenses ”); provided , however , that in no event shall RMP have any obligation to make any such payment if, at the time of such termination, this Agreement was terminable by RMP pursuant to Section 7.1(d)  [ EQM Uncured Breach ].
 
(f)                                    Notwithstanding anything to the contrary in this Agreement, in the event that RMP is required to pay the RMP Termination Fee or the EQM Expenses, RMP shall pay to EQM an amount equal to the lesser of (i) the sum of the RMP Termination Fee and the EQM Expenses (such sum, the “ RMP Base Amount ”) and (ii) the maximum amount, if any, that can be paid to EQM without causing EQM to fail the gross income requirement in Section 
 
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7704(c)(2) of the Code, treating the RMP Termination Fee and the EQM Expenses as non-qualifying income and after taking into consideration all other sources of non-qualifying income (computed by treating as non-qualifying income any income that is not of the type that Baker Botts L.L.P. has opined or will opine is qualifying income as defined in Section 7704(d) of the Code) (such maximum amount, the “ EQM Non-Qualifying Income Cushion ”), as determined by EQM’s independent accountants. Notwithstanding the foregoing, in the event EQM receives an opinion from outside counsel or a ruling from the IRS (“ Tax Guidance ”) providing that EQM’s receipt of the RMP Base Amount would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code, RMP shall, upon receiving notice that EQM has received the Tax Guidance, pay to EQM any unpaid portion of the RMP Base Amount within five (5) business days.  In the event that EQM is not able to receive the full RMP Base Amount due to the above limitations, RMP shall place the unpaid portion in escrow by wire transfer within three (3) days of termination and shall not release any portion thereof to EQM unless and until EQM receives either: (x) a letter from independent nationally recognized accounting firm indicating the EQM Non-Qualifying Income Cushion for any subsequent year (in which case RMP shall pay to EQM the lesser of the unpaid portion of the RMP Base Amount or the EQM Non-Qualifying Income Cushion specified within five (5) business days after RMP has been notified thereof) or (y) Tax Guidance providing that EQM’s receipt of such portion would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code (in which case RMP shall pay to EQM any unpaid portion of the RMP Base Amount within five (5) business days after RMP has been notified thereof).  The obligation of RMP to pay any unpaid portion of the RMP Base Amount shall terminate on December 31 following the date that is five (5) years from the date of this Agreement.  Any amounts remaining in escrow after the obligation of RMP to pay the RMP Base Amount terminates shall be retained by RMP.
 
(g)                                   Notwithstanding anything to the contrary in this Agreement, in the event that EQM is required to pay the RMP Expenses, EQM shall pay to RMP an amount equal to the lesser of (i) the RMP Expenses and (ii) the maximum amount, if any, that can be paid to RMP without causing RMP to fail the gross income requirement in Section 7704(c)(2) of the Code, treating the RMP Expenses as non-qualifying income and after taking into consideration all other sources of non-qualifying income (computed by treating as non-qualifying income any income that is not of the type that Baker Botts L.L.P. has opined or will opine is qualifying income as defined in Section 7704(d) of the Code) (such maximum amount, the “ RMP Non-Qualifying Income Cushion ”), as determined by RMP’s independent accountants. Notwithstanding the foregoing, in the event RMP receives Tax Guidance providing that RMP’s receipt of the RMP Expenses would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code, EQM shall, upon receiving notice that RMP has received the Tax Guidance, pay to RMP any unpaid portion of the RMP Expenses within five (5) business days.  In the event that RMP is not able to receive the full RMP Expenses due to the above limitations, EQM shall place the unpaid portion in escrow by wire transfer within three (3) days of termination and shall not release any portion thereof to RMP unless and until RMP receives either: (x) a letter from independent nationally recognized accounting firm indicating the RMP Non-Qualifying Income Cushion for any subsequent year (in which case EQM shall pay to RMP the lesser of the unpaid portion of the RMP Expenses or the RMP Non-Qualifying Income Cushion specified within five (5) business days after EQM has
 
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been notified thereof) or (y) Tax Guidance providing that RMP’s receipt of such portion would either constitute qualifying income (as defined in Section 7704(d) of the Code) or be excluded from gross income for purposes of Section 7704 of the Code (in which case EQM shall pay to RMP any unpaid portion of the RMP Expenses within five (5) business days after EQM has been notified thereof).  The obligation of EQM to pay any unpaid portion of the RMP Expenses shall terminate on December 31 following the date that is five (5) years from the date of this Agreement.  Any amounts remaining in escrow after the obligation of EQM to pay the RMP Expenses terminates shall be retained by EQM.
 
ARTICLE VIII
MISCELLANEOUS
 
Section 8.1                                     No Survival .  Except as otherwise provided in this Agreement, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, whether prior to or after the execution of this Agreement.  The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or, except as otherwise provided in Section 7.2 , upon the termination of this Agreement pursuant to Section 7.1 , as the case may be, except that the agreements set forth in Article II and Section 5.8 and Section 5.11 and any other agreement in this Agreement that contemplates performance after the Effective Time shall survive the Effective Time and those set forth in Section 5.11 , Section 7.2 and Section 7.3 , in the last sentence of Section 5.6(a)  and this Article VIII shall survive termination of this Agreement.
 
Section 8.2                                     Amendment or Supplement .  At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the RMP Unitholder Approval, by written agreement of the parties, by action taken or authorized by the RMP GP Board and the EQM GP Board; provided , however , that the RMP GP Board and EQM GP Board may not take or authorize any such action unless it has first been approved in writing by the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable; provided , further , that following approval of this Agreement and the Merger by the RMP Unitholders, there shall be no amendment or change to the provisions of this Agreement which by Law or stock exchange rule would require further approval by the RMP Unitholders without such approval.  Unless otherwise expressly set forth in this Agreement, whenever a determination, decision, approval or consent of RMP or the RMP GP Board or of EQM or the EQM GP Board is required pursuant to this Agreement, such determination, decision, approval or consent must be authorized by the RMP GP Board and EQM GP Board, as applicable; provided , however , that the RMP GP Board and EQM GP Board, as applicable, may not take or authorize any such action unless such action has first been approved in writing by the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable. In the event the RMP GP Board or the EQM GP Board, as applicable, takes or authorizes any action under this Section 8.2 that is counter to any action or recommendation by the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable, or was not approved in writing by such conflicts committee as required by this Section 8.2 , then the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable, may rescind its approval of this Agreement, with such rescission resulting in the rescission of “Special Approval” under Section 7.9 of the RMP Partnership
 
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Agreement or the EQM Partnership Agreement, as applicable.  For the avoidance of doubt, any rescission of “Special Approval” under the RMP Partnership Agreement pursuant to the prior sentence shall not, in and of itself, constitute an RMP Adverse Recommendation Change under this Agreement.
 
Section 8.3                                     Extension of Time, Waiver .  At any time prior to the Effective Time, any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto, (c) waive compliance by the other party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions or (d) make or grant any consent under this Agreement; provided, however, that the RMP GP Board or the EQM GP Board may not take or authorize any action under this Section 8.3 or otherwise grant any consent under this Agreement unless it has first been approved in writing by the RMP Conflicts Committee or EQM Conflicts Committee, as applicable.   Notwithstanding the foregoing, no failure or delay by any RMP Entity or any EQM Entity in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. In the event the RMP GP Board or the EQM GP Board, as applicable, takes or authorizes any action under this Section 8.3 that is counter to any action or recommendation by the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable, or was not approved in writing by such conflicts committee as required by this Section 8.3 , then the RMP Conflicts Committee or the EQM Conflicts Committee, as applicable, may rescind its approval of this Agreement, with such rescission resulting in the rescission of “Special Approval” under Section 7.9 of the RMP Partnership Agreement or the EQM Partnership Agreement, as applicable.  For the avoidance of doubt, any rescission of “Special Approval” under the RMP Partnership Agreement pursuant to the prior sentence shall not, in and of itself, constitute an RMP Adverse Recommendation Change under this Agreement.
 
Section 8.4                                     Assignment .  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties without the prior written consent of the other parties, except that (a) EQM may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to any wholly owned Subsidiary of EQM, but no such assignment shall relieve EQM of any of its obligations hereunder and (b) RMP may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to any wholly owned Subsidiary of RMP, but no such assignment shall relieve RMP of any of its obligations hereunder; provided that in the case of clause (a) or (b) above, any such assignment shall not materially impede or delay the consummation of the transactions contemplated by this Agreement.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.  Any purported assignment not permitted under this Section 8.4 shall be null and void.
 
Section 8.5                                     Counterparts .  This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and
 
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the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.  Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
 
Section 8.6                                     Entire Agreement; No Third-Party Beneficiaries .  This Agreement, the RMP Disclosure Schedule, the EQM Disclosure Schedule and any certificates delivered by any party pursuant to this Agreement (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and thereof and (b) shall not confer upon any Person other than the parties hereto any rights (including third-party beneficiary rights or otherwise) or remedies hereunder, except for, in the case of clause (b), (i) the provisions of Section 5.8 and Section 8.12 and (ii) the right of the RMP Unitholders to receive the Merger Consideration after the Closing (a claim by the RMP Unitholders with respect to which may not be made unless and until the Closing shall have occurred) and the right of holders of RMP equity awards to receive the Merger Consideration to which they are entitled pursuant to this Agreement after the Closing (a claim by such holders with respect to which may not be made unless and until the Closing shall have occurred).
 
Section 8.7                                     Governing Law; Jurisdiction; Waiver of Jury Trial .
 
(a)                                  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
 
(b)                                  Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).  Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.7 , (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit,
 
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action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.  Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Delaware and of the United States of America; provided, however, that each such party’s consent to jurisdiction and service contained in this Section 8.7(b)  is solely for the purpose referred to in this Section 8.7(b)  and shall not be deemed to be a general submission to such courts or in the State of Delaware other than for such purpose.
 
(c)                                   EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
 
Section 8.8                                     Specific Enforcement .  The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and it is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, in accordance with this Section 8.8 in the Delaware Court of Chancery or any federal court sitting in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity.  Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (a) either party has an adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity (it being understood that nothing in this sentence shall prohibit the parties hereto from raising other defenses to a claim for specific performance or other equitable relief under this Agreement).  Each party further agrees that no party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.8 , and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.  The parties agree that in the event that EQM receives the RMP Termination Fee, EQM may not seek any award of specific performance under this Section 8.8 .
 
Section 8.9                                     Notices .  All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile or email (which is confirmed), or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to the EQM Entities, to:	 	
 	 	
EQT Midstream Partners, LP	 	
c/o EQT Midstream Services, LLC	 	
 
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625 Liberty Avenue, Suite 1700	 	
Pittsburgh, PA 15222	 	
Fax No.:	(412) 553-7781	
Attn:	Conflicts Committee Chair c/o Corporate Secretary	
 	 	
with a copy (which shall not constitute notice) to:	 	
 	 	
Richards, Layton & Finger, P.A.	 	
One Rodney Square	 	
920 North King Street	 	
Wilmington, DE 19801	 	
Fax No.:	(302) 651-7701	 	
Email:	Raju@rlf.com	 	
Attn:	Srinivas M. Raju	 	
 	 	
If to the RMP Entities, to:	 	
 	 	
Rice Midstream Partners LP	 	
c/o Rice Midstream Management LLC	 	
625 Liberty Avenue, Suite 1700	 	
Pittsburgh, PA 15222	 	
Fax No.:	(412) 553-7781	
Attn:	Conflicts Committee Chair c/o Corporate Secretary	
 	 	
with a copy (which shall not constitute notice) to:	 	
 	 	
Latham & Watkins LLP	 	
811 Main Street, Suite 3700	 	
Houston, Texas 77002	 	
Fax No.:	(713) 546-5401	 	
Email:	Ryan.Maierson@lw.com	 	
 	Nick.Dhesi@lw.com	 	
Attn:	Ryan J. Maierson	 	
 	Nick S. Dhesi	 	
 	 	
If to EQT, to:	 	
 	 	
EQT Corporation	 	
 	 	
625 Liberty Avenue, Suite 1700	 	
Pittsburgh, PA 15222	 	
Fax No.:	(412) 553-5970	 	
Attn:	General Counsel	 	

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with a copy (which shall not constitute notice) to:	 	
 	 	
Wachtell, Lipton, Rosen & Katz	 	
51 West 52nd Street	 	
New York, NY 10019	 	
Fax No.:	(212) 403-2000	 	
Email:	SACohen@wlrk.com	 	
 	VGoldfeld@wlrk.com	 	
Attn:	Steven A. Cohen	 	
 	Victor Goldfeld	 	
 
or such other address or facsimile number as such party may hereafter specify by like notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 P.M. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.
 
Section 8.10                              Severability .  If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
 
Section 8.11                              Interpretation .
 
(a)                                  When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto
 
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and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.
 
(b)                                  The parties hereto have participated jointly in the negotiation and drafting of this Agreement with the assistance of counsel and other advisors and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement or interim drafts of this Agreement.
 
Section 8.12                              Non-Recourse .  No past, present or future director, officer, employee, incorporator, member, partner, shareholder, agent, attorney, representative or affiliate of any party hereto or any of their respective Affiliates (unless such Affiliate is expressly a party to this Agreement) shall have any liability (whether in contract or in tort) for any obligations or liabilities of such party arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby; provided , however , that nothing in this Section 8.12 shall limit any liability of the parties to this Agreement for breaches of the terms and conditions of this Agreement.
 
Section 8.13                              Definitions .  As used in this Agreement, the following terms have the meanings ascribed thereto below:
 
“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person.  For this purpose, “ control ” (including, with its correlative meanings, “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise; provided , however , that for purposes of this Agreement, RMP and its Subsidiaries shall not be considered Affiliates of EQM or any of EQM’s other Affiliates, nor shall any such Persons be considered Affiliates of RMP or its Subsidiaries.
 
“ Antitrust Laws ” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.
 
“ Benefit Plan ” means (i) any “employee benefit plan” (within the meaning of Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) all other plans, programs, policies, agreements, understandings or other arrangements providing compensation or other benefits, including but not limited to, all cash or equity-based, employment, retention, consulting, change of control, incentive, bonus, deferred compensation, health, medical, dental, disability, accident, life insurance, cafeteria, vacation, holiday, severance, retirement, pension, savings, or termination plans, programs, policies, agreements, understandings or arrangements.
 
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“ business day ” means a day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed.
 
“ Clayton Act ” means the Clayton Antitrust Act of 1914, as amended, and the rules and regulations promulgated thereunder.
 
“ DLLCA ” mean the Delaware Limited Liability Company Act.
 
“ Drop-Down Agreement ” means that certain Contribution and Sale Agreement, dated as of the date hereof, by and among EQT, Rice Midstream Holdings LLC, EQM and EQM Gathering Holdings, LLC.
 
“ Drop-Down Transactions ” means the acquisition transactions contemplated by the Drop-Down Agreement.
 
“ DRULPA ” means the Delaware Revised Uniform Limited Partnership Act.
 
“ Environmental Law ” means any Law relating to (i) the protection, preservation or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as in effect at the date of this Agreement.
 
“ Environmental Permit ” means all Permits required under Environmental Laws.
 
“ EQM Equity Plans ”  means any plans or arrangements of EQM providing for the grant of awards of EQM Units or awards valued, in whole or in part, by reference to EQM Units, or otherwise relating thereto, including but not limited to, the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan.
 
“ EQM Gathering Holdings ” means EQM Gathering Holdings, LLC, a Delaware limited liability company and wholly owned Subsidiary of EQM.
 
“ EQM GP Agreement ” means the Third Amended and Restated Limited Liability Company Agreement of EQT Midstream Services, LLC, dated as of May 15, 2015, as amended or supplemented from time to time.
 
“ EQM GP Charter Documents ” means, collectively, the Certificate of Formation of EQM GP, and the EQM GP Agreement, as amended or supplemented from time to time.
 
“ EQM GP Interest ” means the “General Partner Interest” as defined in the EQM Partnership Agreement.
 
“ EQM GP Unit ” means a “General Partner Unit” as defined in the EQM Partnership Agreement.
 
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“ EQM Incentive Distribution Rights ” means an “Incentive Distribution Right” as defined in the EQM Partnership Agreement.
 
“ EQM Joint Ventures ” means each entity listed on Section 8.13 of the EQM Disclosure Schedule; provided , that with respect to any reference in this Agreement to EQM causing any EQM Joint Venture to take any action, such reference shall only require EQM to cause such EQM Joint Venture to take such action to the maximum extent permitted by the organizational documents and governance arrangements of such EQM Joint Venture and, to the extent applicable, its fiduciary duties in relation to such EQM Joint Venture.
 
“ EQM Limited Partner ” means a “Limited Partner” as defined in the EQM Partnership Agreement.
 
“ EQM Limited Partner Interest ” means a “Limited Partner Interest” as defined in the EQM Partnership Agreement.
 
“ EQM Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP, dated as of July 2, 2012, as amended or supplemented from time to time.
 
“ EQM Partnership Interest ” means “Partnership Interest” as defined in the EQM Partnership Agreement.
 
“ EQM Special Approval ” means “Special Approval” as defined in the EQM Partnership Agreement.
 
“ EQM Unaffiliated Unitholders ” means EQM Unitholders excluding EQT, EQM GP and their Affiliates.
 
“ EQM Unit ” means a “Common Unit” as defined in the EQM Partnership Agreement.
 
“ EQM Unit Majority ” means “Unit Majority” as defined in the EQM Partnership Agreement.
 
“ EQM Unitholders ” means the holders of EQM Units.
 
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.
 
“ ERISA Affiliates ” means, with respect to any Person, any trade or business, whether or not incorporated, that together with such Person, would be deemed at the relevant time to be a single employer for purpose of Section 414(b), (c), (m) or (o) of the Code.
 
“ Federal Trade Commission Act ” means the Federal Trade Commission Act of 1914.
 
“ GAAP ” means generally accepted accounting principles in the United States.
 
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“ Governmental Authority ” means any government, court, arbitrator, regulatory or administrative agency, commission or authority or other governmental instrumentality, federal, state or local, domestic, tribal, foreign or multinational.
 
“ GP Merger Sub Charter Documents ” means, collectively, the Certificate of Formation of EQM GP Acquisition Sub, LLC, and the Limited Liability Company Agreement, dated as of April 18, 2018, of EQM GP Acquisition Sub, LLC, as amended or supplemented from time to time.
 
“ Hazardous Substance ” means any substance, material or waste that is listed, defined, designated or classified as hazardous, toxic, radioactive, dangerous or a “pollutant” or “contaminant” or words of similar meaning under any Environmental Law or are otherwise regulated by any Governmental Authority with jurisdiction over the environment or natural resources, including without limitation petroleum or any derivative or byproduct thereof, radon, radioactive material, asbestos or asbestos containing material, urea formaldehyde, foam insulation or polychlorinated biphenyls.
 
“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
 
“ IDR Purchase and Sale Agreement ” means the Incentive Distribution Rights Purchase and Sale Agreement, dated as of the date hereof, by and among EQGP, RMGH and EQT.
 
“ IDR Transaction ” means the purchase and sale of the RMP Incentive Distribution Rights contemplated by the IDR Purchase and Sale Agreement.
 
“ Intervening Event ” means a material event, circumstance, effect, condition, change or development, in each case that arises or occurs after the date of this Agreement and was not, prior to the date of this Agreement, known to or reasonably foreseeable by the RMP GP Board and did not result from or arise out of the announcement or pendency of, or any actions required to be taken by (or to be refrained from being taken by) RMP pursuant to this Agreement; provided , however , that in no event shall the following events, circumstances, or changes in circumstances constitute an Intervening Event:  (i) the receipt, existence or terms of an RMP Alternative Proposal or any matter relating thereto or consequence thereof, (ii) any change in the price, or change in trading volume, of the RMP Units or the fact that RMP meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period ( provided , however , that the exception to this clause (i) shall not apply to the underlying causes giving rise to or contributing to such change or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred) or (iii) any matters generally affecting the industry in which RMP operates as a whole that have not had or would not reasonably be expected to have a disproportionate effect on RMP and/or its Subsidiaries.
 
“ Knowledge ” (i) when used with respect to RMP, means the actual knowledge, after reasonable inquiry, of those individuals listed on Section 8.13 of the RMP Disclosure Schedule and (ii) when used with respect to EQM, means the actual knowledge, after reasonable inquiry, of those individuals listed on Section 8.13 of the EQM Disclosure Schedule.
 
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“ Material Adverse Effect ” means, when used with respect to a Person, any change, effect, event or occurrence that, individually or in the aggregate, (x) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of such Person and its Subsidiaries, taken as a whole, or (y) prevents or materially impedes, interferes with or hinders the consummation of the transactions contemplated hereby, including the Merger and the GP Merger, on or before the Outside Date; provided , however , that any adverse changes, effects, events or occurrences resulting from or due to any of the following shall be disregarded in determining whether there has been a Material Adverse Effect:  (i) changes, effects, events or occurrences generally affecting the United States or global economy, the financial, credit, debt, securities or other capital markets or political, legislative or regulatory conditions or changes in the industries in which such Person operates; (ii) the announcement or pendency of this Agreement or the transactions contemplated hereby or the performance of this Agreement (including, for the avoidance of doubt, performance of the parties’ obligations under Section 5.4 ) ( provided that the exception in this clause (ii) shall not be deemed to apply to references to “RMP Material Adverse Effect” or “EQM Material Adverse Effect” in Section 3.4 or Section 4.4 , as applicable, and to the extent related thereto, Section 6.2(a)  and Section 6.3(a) ); (iii) any change in the market price or trading volume of the partnership interests, shares of common stock or other equity securities of such Person (it being understood and agreed that the foregoing shall not preclude any other party to this Agreement from asserting that any facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of Material Adverse Effect should be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect); (iv) acts of war or terrorism (or the escalation of the foregoing) or natural disasters or other force majeure events; (v) changes in any Laws or regulations applicable to such Person or applicable accounting regulations or principles or the interpretation thereof; (vi) any legal proceedings commenced by or involving any current or former member, partner or shareholder of such Person (on their own or on behalf of such Person) arising out of or related to this Agreement or the transactions contemplated hereby; (vii) changes, effects, events or occurrences generally affecting the prices of oil, natural gas, natural gas liquids or other commodities; (viii) any failure of a Person to meet any internal or external projections, forecasts or estimates of revenues, earnings or other financial or operating metrics for any period (it being understood and agreed that the foregoing shall not preclude any other party to this Agreement from asserting that any facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of Material Adverse Effect should be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect); and (ix) the taking of any action required by this Agreement; provided , however , that changes, effects, events or occurrences referred to in clauses (i), (iv), (v) and (vii) above shall be considered for purposes of determining whether there has been or would reasonably be expected to be a Material Adverse Effect if and to the extent such state of affairs, changes, effects, events or occurrences has had or would reasonably be expected to have a disproportionate adverse effect on such Person and its Subsidiaries, taken as a whole, as compared to other companies operating in the industries in which such Person and its Subsidiaries operate.
 
74 

 
“ Merger Sub Charter Documents ” means, collectively, the Certificate of Formation of EQM Acquisition Sub, LLC, and the Limited Liability Company Agreement, dated as of April 18, 2018, of EQM Acquisition Sub, LLC, as amended or supplemented from time to time.
 
“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
 
“ NYSE ” means the New York Stock Exchange.
 
“ Permit ” means franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority.
 
“ Person ” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Authority.
 
“ RMP Alternative Proposal ” means any inquiry, proposal or offer from, or indication of interest in seeking a proposal or offer by, any Person or “group” (as defined in Section 13(d) of the Exchange Act), other than EQM, its Subsidiaries and their Affiliates, relating to any (i) direct or indirect acquisition (whether in a single transaction or a series of related transactions), of assets of RMP and its Subsidiaries (including securities of Subsidiaries) equal to 20% or more of RMP’s consolidated assets or to which 20% or more of RMP’s revenues or earnings on a consolidated basis are attributable, (ii) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of beneficial ownership (within the meaning of Section 13 under the Exchange Act) of 20% or more of any class of equity securities of RMP, (iii) tender offer or exchange offer that if consummated would result in any Person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning 20% or more of any class of equity securities of RMP or (iv) merger, consolidation, unit exchange, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving RMP or any of its Subsidiaries which is structured to permit any Person or “group” (as defined in Section 13(d) of the Exchange Act) to acquire beneficial ownership of at least 20% of RMP’s consolidated assets, net income, net expenses, revenue or equity interests; in each case, other than the transactions contemplated hereby.
 
“ RMP Equity Plans ” means any plans or arrangements of RMP providing for the grant of awards of RMP Units or awards valued, in whole or in part, by reference to RMP Units, or otherwise relating thereto, including but not limited to, the Rice Midstream Partners LP 2014 Long Term Incentive Plan.
 
“ RMP GP Agreement ” means the Amended and Restated Limited Liability Company Agreement of Rice Midstream Management LLC, dated as of December 22, 2014, as amended or supplemented from time to time.
 
“ RMP GP Charter Documents ” means, collectively, the Certificate of Formation of RMP GP and the RMP GP Agreement, each as amended or supplemented from time to time.
 
75 

 
“ RMP GP Interest ” has the meaning ascribed to the “General Partner Interest” in the RMP Partnership Agreement.
 
“ RMP Incentive Distribution Right ”  means “Incentive Distribution Right” as defined in the RMP Partnership Agreement.
 
“ RMP Limited Partner ” means “Limited Partner” as defined in the RMP Partnership Agreement.
 
“ RMP Limited Partner Interest ” means a “Limited Partner Interest” as defined in the RMP Partnership Agreement.
 
“ RMP Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP, dated as of December 22, 2014, as amended or supplemented from time to time.
 
“ RMP Partnership Interest ” means an interest in RMP, which shall include the General Partner Interest (as defined in the RMP Partnership Agreement) and RMP Limited Partner Interests.
 
“ RMP Special Approval ” means “Special Approval” as defined in the RMP Partnership Agreement.
 
“ RMP Superior Proposal ” means a bona fide unsolicited written offer, obtained after the date of this Agreement and not in breach of Section 5.3 (other than an immaterial breach), to acquire, directly or indirectly, more than 50% of the outstanding equity securities of RMP or more than 50% of the assets of RMP and its Subsidiaries on a consolidated basis, made by a third party (other than EQT or any of its Affiliates), which is on terms and conditions which the RMP GP Board determines in its good faith to be (i) reasonably capable of being consummated in accordance with its terms, taking into account legal, regulatory, financial, financing and timing aspects of the proposal, and (ii) if consummated, more favorable to the RMP Unitholders (in their capacity as RMP Unitholders) from a financial point of view than the transactions contemplated hereby, taking into account at the time of determination any changes to the terms of this Agreement that as of that time had been proposed by EQM in writing.
 
“ RMP Unaffiliated Unitholders ” means RMP Unitholders excluding EQT and its Affiliates.
 
“ RMP Unit ” means “Common Unit” as defined in the RMP Partnership Agreement.
 
“ RMP Unitholders ” means the holders of RMP Units.
 
“ SEC ” means the Securities and Exchange Commission.
 
“ Sherman Act ” means the Sherman Antitrust Act of 1890, as amended, and the rules and regulations promulgated thereunder.
 
76 

 
“ Subsidiary ” when used with respect to any party, means any corporation, limited liability company, partnership, association, trust or other entity the accounts of which would be consolidated with those of such party in such party’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partner interests or, in the case of a limited liability company, the managing member) are, as of such date, owned by such party or one or more Subsidiaries of such party or by such party and one or more Subsidiaries of such party.  When used with respect to EQM, the term “Subsidiary” shall include the EQM Joint Ventures unless the context otherwise requires.
 
“ Tax ” or “ Taxes ” means any and all federal, state or local or non-U.S. taxes of any kind whatsoever, including any income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, imposts fees, levies assessments or assessments in the nature of a tax, and including any and all interest, penalties, fines, additions thereto or in respect thereof, in each case imposed, assessed or collected by or under the authority of any Governmental Authority.
 
“ Tax Return ” means any return, report, statement, declaration, disclosure, schedule, notice, notification, form, election, supporting material, certificate or similar filing (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any information return, claim for refund, amended return or declaration of estimated Taxes (and including any attachments thereto and any amendments thereof).
 
“ Treasury Regulations ” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code.  All references in this Agreement to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations.
 
“ Unit Majority ” means a “Unit Majority” as defined in the RMP Partnership Agreement.
 
“ Willful Breach ” means (i) with respect to any breaches or failures to perform any of the covenants or other agreements contained in this Agreement, a material breach that is a consequence of an act or intentional omission undertaken by the breaching party (or in the case of Section 5.3 with respect to RMP, the consequence of an act or omission of a Subsidiary of RMP, or of a Representative of RMP at the direction of RMP) with the Knowledge that the taking of, or failure to take, such act would, or would be reasonably expected to, cause a material breach of such covenant or agreement and (ii) the failure by any party to consummate the transactions contemplated hereby after all of the conditions set forth in Article VI have been satisfied or waived (by the party entitled to waive any such applicable conditions).
 
[ signature pages follow ]
 
77 

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

 	EQM:	
 	 	
 	EQT MIDSTREAM PARTNERS, LP	
 	 	 	
 	By:	EQT Midstream Services, LLC,	
 	 	its general partner	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	
 	 	Name: Jeremiah J. Ashcroft III	
 	 	Title: President and Chief Executive Officer	
 	 	 	
 	EQM GP:	
 	 	
 	EQT MIDSTREAM SERVICES, LLC	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	
 	 	Name: Jeremiah J. Ashcroft III	
 	 	Title: President and Chief Executive Officer	
 	 	 	
 	MERGER SUB:	
 	 	
 	EQM ACQUISITION SUB, LLC	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	
 	 	Name: Jeremiah J. Ashcroft III	
 	 	Title: President and Chief Executive Officer	
 	 	 	
 	GP MERGER SUB:	
 	 	
 	EQM GP ACQUISITION SUB, LLC	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	
 	 	Name: Jeremiah J. Ashcroft III	
 	 	Title: President and Chief Executive Officer	
 
[Signature Page to Agreement and Plan of Merger]

 

 	EQT:	
 	 	
 	EQT CORPORATION	
 	 	 	
 	By:	/s/ Robert J. McNally	
 	 	Name: Robert J. McNally	
 	 	Title: Senior Vice President and Chief Financial Officer	
 	 	 	
 	RMP:	
 	 	
 	RICE MIDSTREAM PARTNERS LP	
 	 	 	
 	By:	Rice Midstream Management LLC,	
 	 	its general partner	
 	 	 	
 	By:	/s/ Robert J. McNally	
 	 	Name: Robert J. McNally	
 	 	Title: Senior Vice President and Chief Financial Officer	

 	RMP GP:	
 	 	
 	RICE MIDSTREAM MANAGEMENT LLC	
 	 	 	
 	By:	/s/ Robert J. McNally	
 	 	Name: Robert J. McNally	
 	 	Title: Senior Vice President and Chief Financial Officer	
 
[Signature Page to Agreement and Plan of Merger]

Exhibit 2.2 
 
Execution Version
 
CONTRIBUTION AND SALE AGREEMENT
 
by and among
 
EQT CORPORATION,
 
RICE MIDSTREAM HOLDINGS LLC,
 
EQT MIDSTREAM PARTNERS, LP
 
and
 
EQM GATHERING HOLDINGS, LLC
 
Dated as of April 25, 2018

 
TABLE OF CONTENTS

 	 	Page	
ARTICLE I DEFINITIONS	2	
 	 	 	
Section 1.1	Certain Defined Terms	2	
 	 	
ARTICLE II CONTRIBUTION AND SALE	15	
 	 	 	
Section 2.1	Contribution and Sale	15	
Section 2.2	Assumed Liabilities	15	
Section 2.3	Closing	15	
Section 2.4	Subsequent Actions	16	
Section 2.5	Consideration	16	
Section 2.6	Cash Amount Adjustments	16	
Section 2.7	Adjustment Procedures	16	
 	 	
ARTICLE III REPRESENTATIONS AND WARRANTIES OF EQM GATHERING AND EQM	18	
 	 	 	
Section 3.1	Organization and Existence	19	
Section 3.2	Authority and Approval	19	
Section 3.3	Common Units	19	
Section 3.4	No Conflict; Required Filings and Consents	20	
Section 3.5	Periodic Reports	21	
Section 3.6	No Registration	21	
Section 3.7	Litigation	21	
Section 3.8	Brokers	21	
Section 3.9	Disclosure	22	
Section 3.10	Investment Intent	22	
 	 	
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE EQT PARTIES	22	
 	 	 	
Section 4.1	Organization	23	
Section 4.2	Authority and Approval	23	
Section 4.3	No Conflict; Required Filings and Consents	23	
Section 4.4	Financial Statements; Undisclosed Liabilities	24	
Section 4.5	Internal Control Over Financial Reporting	25	
Section 4.6	No Adverse Changes	25	
Section 4.7	Licenses; Permits	26	
Section 4.8	Litigation; Laws and Regulations	27	
Section 4.9	Capitalization; Title to Subject Interests	27	
Section 4.10	Title to Real Property	28	
Section 4.11	Title to Personal Property; Condition of Assets	29	
Section 4.12	Intellectual Property	30	
Section 4.13	Taxes	30	
 
i 

 

Section 4.14	Environmental Matters	31	
Section 4.15	Contracts	32	
Section 4.16	Insurance	33	
Section 4.17	Brokers	34	
Section 4.18	Disclosure	34	
Section 4.19	Qualifying Income	34	
Section 4.20	Investment Intent	34	
 	 	
ARTICLE V COVENANTS	34	
 	 	 	
Section 5.1	Conduct of Business Prior to Closing	34	
Section 5.2	Access to Information	36	
Section 5.3	Notification of Certain Matters; Supplements to Disclosure Schedules	36	
Section 5.4	Confidentiality	37	
Section 5.5	Commercially Reasonable Efforts	37	
Section 5.6	Public Announcements	39	
Section 5.7	Acknowledgements	39	
Section 5.8	Tax Matters	40	
Section 5.9	Rice Omnibus Agreement	41	
Section 5.10	Contractual Obligations	41	
 	 	
ARTICLE VI CONDITIONS TO CLOSING	42	
 	 	 	
Section 6.1	General Conditions	42	
Section 6.2	Conditions to the Obligations of the EQT Parties	42	
Section 6.3	Conditions to the Obligations of EQM and EQM Gathering	43	
Section 6.4	Effect of Waiver of Conditions	44	
 	 	
ARTICLE VII TERMINATION	45	
 	 	 	
Section 7.1	Termination	45	
Section 7.2	Effect of Termination	46	
Section 7.3	Expense Reimbursement	46	
 	 	
ARTICLE VIII INDEMNIFICATION	46	
 	 	 	
Section 8.1	Indemnification	46	
Section 8.2	Limitations Regarding Indemnification	47	
Section 8.3	Indemnification Procedures	48	
 	 	
ARTICLE IX GENERAL PROVISIONS	49	
 	 	 	
Section 9.1	Fees and Expenses	49	
Section 9.2	Amendment and Modification	49	
Section 9.3	Extension	49	
Section 9.4	Waiver	50	
Section 9.5	Notices	50	
 
ii 

 

Section 9.6	Interpretation	51	
Section 9.7	Entire Agreement	51	
Section 9.8	No Third-Party Beneficiaries	52	
Section 9.9	Governing Law	52	
Section 9.10	Assignment; Successors	52	
Section 9.11	Enforcement	52	
Section 9.12	Currency	52	
Section 9.13	Severability	53	
Section 9.14	Waiver of Jury Trial	53	
Section 9.15	Counterparts	53	
Section 9.16	Electronic Signature	53	
Section 9.17	Time of Essence	53	
Section 9.18	No Presumption Against Drafting Party	53	
Section 9.19	Further Assurances	53	
 
iii 

 
TABLE OF EXHIBITS AND SCHEDULES
 
Exhibits
 
Exhibit A-1 — Rice Olympus Systems
Exhibit A-2 — Rice Olympus Easements and Fee Interests
Exhibit A-3 — Rice Olympus Contracts
 
Exhibit B-1 — Rice West Virginia Easements and Fee Interests
 
Exhibit C-1 — Strike Force Systems
Exhibit C-2 — Strike Force Easements and Fee Interests
Exhibit C-3 — Strike Force Contracts
 
Exhibit D — Form of Assignment Agreement
 
Schedules
 
EQM Disclosure Schedules
Schedule 3.4 — No Conflict; Required Filings and Consents
 
Seller Disclosure Schedules
Schedule 4.3 — No Conflict; Required Filings and Consents
Schedule 4.4(a) — Financial Statements
Schedule 4.4(b) — Undisclosed Liabilities
Schedule 4.6 — No Adverse Changes
Schedule 4.7(e) — Permits
Schedule 4.8 — Litigation; Laws and Regulations
Schedule 4.9 — Rights Affecting Capitalization
Schedule 4.10  — Title to Real Property
Schedule 4.11(b) — Condition of Assets
Schedule 4.13 — Taxes
Schedule 4.14 — Environmental Matters
Schedule 4.15 — Contracts
Schedule 4.16 — Insurance
Schedule 5.1 — Conduct of Business Prior to Closing
 
iv 

 
CONTRIBUTION AND SALE AGREEMENT
 
THIS CONTRIBUTION AND SALE AGREEMENT, dated as of April 25, 2018 (this “ Agreement ”), but, with respect to each Contribution, effective as of 12:01 a.m. on the applicable Effective Date, is made by and among EQT Corporation, a Pennsylvania corporation (“ EQT Corporation ”), Rice Midstream Holdings LLC, a Delaware limited liability company (“ Rice Midstream ”), EQT Midstream Partners, LP, a Delaware limited partnership (“ EQM ”), and EQM Gathering Holdings, LLC, a Delaware limited liability company and a wholly owned Subsidiary of EQM (“ EQM Gathering ”).
 
RECITALS
 
A.            EQT Corporation indirectly owns 100% of the limited liability company interests of Rice Midstream.
 
B.            Rice Midstream is currently the sole member of, and owns 100% of the limited liability company interests in each of: (a) Rice West Virginia Midstream LLC, a Delaware limited liability company (“ Rice West Virginia ” and such interests, the “ Rice West Virginia Interest ”); (b) Rice Olympus Midstream LLC, a Delaware limited liability company (“ Rice Olympus ” and such interests, the “ Rice Olympus Interest ”); and (c) Strike Force Midstream Holdings LLC, a Delaware limited liability company (“ Strike Force Holdings ” and such interests, the “ Strike Force Holdings Interest ”).
 
C.            Rice Midstream desires to contribute, assign, sell and transfer all of the Rice West Virginia Interest, the Rice Olympus Interest and the Strike Force Holdings Interest (collectively, the “ Subject Interests ”) to EQM Gathering, in each case pursuant to the terms of this Agreement and an Assignment Agreement or Assignment Agreements substantially in the form of Exhibit D attached hereto (whether one or more than one, the “ Assignment Agreement ”), and EQM Gathering desires to purchase and acquire the Subject Interests in accordance with the terms of this Agreement and the Assignment Agreement.
 
D.            Concurrently with the execution of this Agreement, the parties thereto are entering into the IDR Purchase and Sale Agreement and the MLP Merger Agreement.
 
E.            The Conflicts Committee has (a) previously received a fairness opinion from its financial advisor that the consideration to be paid by EQM in the ROWV Contribution (as defined below) is fair, from a financial point of view, to EQM and the Unaffiliated Unitholders, (b) previously received a fairness opinion from its financial advisor that the consideration to be paid by EQM in the Strike Force Contribution (as defined below) is fair, from a financial point of view, to EQM and the Unaffiliated Unitholders, and (c) found the Transactions (as defined below) to be in the best interest of, EQM and the Unaffiliated Unitholders and recommended that the board of directors of EQM GP (the “ Board of Directors ”) approve the Transactions and this Agreement, and, subsequently, the Board of Directors has approved the Transactions and this Agreement.

 
AGREEMENT
 
In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:
 
ARTICLE I
DEFINITIONS
 
Section 1.1             Certain Defined Terms .  For purposes of this Agreement:
 
“ Action ” means any claim, action, suit, inquiry, proceeding, audit or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding.
 
“ Adverse Consequences ” means all Actions, hearings, charges, complaints, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs (including court costs and investigative and remedial costs), amounts paid in settlement, liabilities, obligations, Taxes, Liens, losses, fees and expenses (including reasonable attorneys’ and accountants’ fees).
 
“ Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. For purposes of this Agreement, Gulfport Midstream shall not be considered an Affiliate of Strike Force Midstream or its Affiliates.
 
“ Agreement ” has the meaning set forth in the preamble.
 
“ Ancillary Agreements ” means all agreements, documents and instruments required to be delivered by any party hereto or its Affiliates pursuant to this Agreement in connection with this Agreement or the transactions contemplated hereby, including the Assignment Agreement and any customary closing certificates.
 
“ Applicable Law ” means any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree that relates to a party in a particular context.
 
“ Arbitrating Accountant ” has the meaning set forth in Section 2.7(c) .
 
“ Assets ” means, as the context requires, the Rice Olympus Assets, the Rice West Virginia Assets and/or the Strike Force Assets, as applicable.
 
“ Assignment Agreement ” has the meaning set forth in the recitals.
 
“ Board of Directors ” has the meaning set forth in the recitals.
 
“ Business ” means, with respect to each Subject Company, the ownership and operation of such Subject Company’s Assets.
 
2 

 
“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Applicable Law to be closed in The City of New York.
 
“ Cash Amount ” means, collectively, the ROWV Cash Amount and the SFH Cash Amount.
 
“ CERCLA ” means Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
 
“ Closing ” has the meaning set forth in Section 2.3(a) .
 
“ Closing Adjustment ” has the meaning set forth in Section 2.7(a) .
 
“ Closing Date ” has the meaning set forth in Section 2.3(a) .
 
“ Closing Working Capital Adjustment ” has the meaning set forth in Section 2.7(a) .
 
“ Code ” means the Internal Revenue Code of 1986, as amended.
 
“ Commission ” means the United States Securities and Exchange Commission.
 
“ Common Units ” has the meaning given to such term in the EQM Partnership Agreement.
 
“ Conflicts Committee ” means the Conflicts Committee of the Board of Directors of EQM GP.
 
“ Consideration ” means an amount equal to the sum of the ROWV Consideration and the SFH Cash Amount.
 
“ Contract ” means any contract, agreement, arrangement or understanding, whether written or oral and whether express or implied.
 
“ Contribution ” means one or both of the ROWV Contribution and/or the Strike Force Holdings Contribution, as the context requires.
 
“ control ,” including the terms “ controlled by ” and “ under common control with ,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities (or other similar interests), as trustee or executor, as general partner or managing member, by Contract or otherwise, including the ownership, directly or indirectly, of securities (or other similar interests) having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
 
“ Cut-off Date ” means, with respect to a Subject Interest and the Transferred Assets relating thereto, (a) the Closing Date of the Transaction with respect to such Subject
 
3 

 
Interest, in the case of income and similar Taxes, or (b) the Effective Date of the Transaction with respect to such Subject Interest, in the case of all other Taxes.
 
“ Disclosure Schedules ” means the Seller Disclosure Schedules and the EQM Disclosure Schedules, as the context requires.
 
“ Dispute ” has the meaning set forth in Section 2.7(b) .
 
“ Dispute Deadline ” has the meaning set forth in Section 2.7(b) .
 
“ Dispute Notice ” has the meaning set forth in Section 2.7(b) .
 
“ DLLCA ” means the Delaware Limited Liability Company Act.
 
“ DRULPA ” means the Delaware Revised Uniform Limited Partnership Act.
 
“ Easement ” means, as the context requires, the Rice West Virginia Easements, the Rice Olympus Easements and/or the Strike Force Easements, as applicable.
 
“ Effective Date ” means one or more of the ROWV Effective Date and/or the SFH Effective Date, as the context requires.
 
“ Environmental Laws ” means, all federal, state and local laws, including common law, statutes, rules, regulations, ordinances, judgments, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements relating to (a) pollution or protection of the environment, natural resources or threatened, endangered or otherwise protected species, (b) any Release or threatened Release of, or any exposure of any Person or property to, any Hazardous Substance and (c) the generation, manufacture, processing, distribution, use, treatment, storage, transport or handling of any Hazardous Substance, including, without limitation, CERCLA, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, the Natural Gas Pipeline Safety Act, the Pipeline Safety, Regulatory Certainty and Jobs Creation Act of 2011, and any regulations promulgated thereunder, any state or local counterpart laws or regulations and other environmental conservation and protection laws, each as amended through and existing as of the applicable Closing Date.
 
“ Environmental Permits ” means all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or authorizations of any Governmental Authority under any Environmental Law.
 
“ EQM ” has the meaning set forth in the preamble.
 
“ EQM Disclosure Schedules ” has the meaning set forth in Article III .
 
“ EQM Gathering ” has the meaning set forth in the preamble.
 
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“ EQM GP ” means EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM.
 
“ EQM Material Adverse Effect ” means, a material adverse effect on or material adverse change in (a) the assets, liabilities, financial condition or results of operations of EQM or its Subsidiaries, taken as a whole or (b) the ability of EQM Gathering or EQM to perform their respective obligations under this Agreement or to consummate the transactions contemplated by this Agreement; provided, however, that none of the following effects, changes, events, facts, conditions or developments (either alone or in combination) shall be taken into account for purposes of determining whether an EQM Material Adverse Effect has occurred:  (i) conditions affecting the natural gas gathering and transportation industry generally (including any change in the prices of natural gas or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law), (ii) any adverse change, event or effect affecting the United States or global economic or political conditions (including any affect or change as a result of any engagement in hostilities or the occurrence of any military or terrorist attack) or financial markets in general, (iii) any change or effect relating to seasonal reductions in revenues or earnings of EQM in the ordinary course of its businesses, or (iv) any change or effect resulting from the entry into or announcement of this Agreement, the IDR Purchase and Sale Agreement, or the MLP Merger Agreement, actions contemplated hereby or thereby, or the consummation of transactions contemplated hereby or thereby; except in the case of clauses (i) and (ii), to the extent disproportionately affecting EQM as compared with other similarly situated parties in the natural gas gathering and transportation industry.
 
“ EQM Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of EQM, dated as of July 2, 2012, as amended by Amendment No. 1, dated as of July 24, 2014, Amendment No. 2, dated as of July 23, 2015, and Amendment No. 3, dated as of December 7, 2017, and as may be amended further from time to time.
 
“ EQM Period ” has the meaning set forth in Section 5.8(c) .
 
“ EQM Parties ” means EQM and EQM Gathering.
 
“ EQM Protected Parties ” has the meaning set forth in Section 8.1(a) .
 
“ EQM SEC Documents ” has the meaning set forth in Section 3.5 .
 
“ EQT Corporation ” has the meaning set forth in the preamble.
 
“ EQT Parties ” means EQT Corporation and Rice Midstream.
 
“ EQT Protected Parties ” has the meaning set forth in Section 8.1(b) .
 
“ Estimated Final Adjustment ” has the meaning set forth in Section 2.7(b) .
 
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.
 
“ Expense Reimbursement ” has the meaning set forth in Section 7.3(a) .
 
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“ Financial Statements ” has the meaning set forth in Section 4.4(a) .
 
“ Financing ” means one or more debt (including draws of available borrowings under credit facilities) or equity financings effected by EQM or its Subsidiaries on and after April 25, 2018.
 
“ Final Adjustment ” has the meaning set forth in Section 2.7(d) .
 
“ GAAP ” means United States generally accepted accounting principles and practices as in effect on the date hereof.
 
“ Governmental Authority ” means any United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury).
 
“ Gulfport Midstream ” means Gulfport Midstream Holdings, LLC, a Delaware limited liability company, or its successor under the Strike Force Midstream LLC Agreement.
 
“ Hazardous Substance ” means (a) any substance that is designated, defined or classified as a hazardous waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Laws, including, without limitation, any hazardous substance as such term is defined under CERCLA, (b) petroleum, petroleum products, natural gas, crude oil, gasoline, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other petroleum hydrocarbons, whether refined or unrefined, and (c) radioactive materials, asbestos, whether in a friable or a non-friable condition, and polychlorinated biphenyls.
 
“ IDR Purchase and Sale Agreement ” means that certain Incentive Distribution Rights Purchase and Sale Agreement, dated as of the date hereof, between EQT GP Holdings, LP, a Delaware limited partnership, Rice Midstream GP Holdings LP, a Delaware limited partnership, and EQT Corporation.
 
“ Indebtedness ” means, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (b) amounts owing as deferred purchase price for property or services, (c) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, (d) obligations under any interest rate, currency or other hedging agreement, (e) obligations under any performance bond or letter of credit, but only to the extent drawn or called prior to the applicable Closing Date, (f) all capitalized lease obligations as determined under GAAP prior to the Closing Date, (g) guarantees with respect to any indebtedness of any other Person of a type described in clauses (a) through (f) above, and (h) for clauses (a) through (g) above, all accrued but unpaid interest thereon, if any, and any termination fees, prepayment penalties, “breakage” cost or similar payments associated with the repayments of such Indebtedness prior to the applicable Closing Date.
 
“ Indemnified Party ” has the meaning set forth in Section 8.2(a) .
 
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“ Indemnifying Party ” has the meaning set forth in Section 8.2(a) .
 
“ Intellectual Property ” means all intellectual or industrial property and rights therein, however denominated, throughout the world, whether or not registered, including all patent applications, patents, trademarks, service marks, trade styles or dress, mask works, copyrights (including copyrights in computer programs, software, computer code, documentation, drawings, specifications and data), works of authorship, moral rights of authorship, rights in designs, trade secrets, technology, inventions, invention disclosures, discoveries, improvements, know-how, proprietary rights, formulae, processes, methods, technical and business information, and confidential and proprietary information, and all other intellectual and industrial property rights, whether or not subject to statutory registration or protection and, with respect to each of the foregoing, all registrations and applications for registration, renewals, extensions, continuations, reexaminations, reissues, divisionals, improvements, modifications, derivative works, goodwill, and common law rights, and causes of action relating to any of the foregoing.
 
“ Intellectual Property Assets ” has the meaning set forth in Section 4.12 .
 
“ Knowledge ” means, in the case of EQM and EQM Gathering, the actual knowledge of Jeremiah J. Ashcroft III and Diana M. Charletta, and, in the case of the EQT Parties, the actual knowledge of Jeremiah J. Ashcroft III and Diana M. Charletta, in each case after due inquiry.  For purposes of the foregoing definition, “due inquiry” shall mean (a) a reasonable investigation of documents in the files of such party, (b) reasonable inquiry of those officers of, or Persons performing similar functions for, such party who have responsibility for the matter as to which a particular representation or warranty relates and (c) a review with the principal accounting, tax and legal advisors of such party with respect to all relevant matters covered by the representations and warranties of such party.
 
“ Lien ” means any charge, claim, limitation, condition, equitable interest, mortgage, lien, option, pledge, security interest, easement, encroachment, right of first refusal, adverse claim or restriction of any kind, including any restriction on or transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership.
 
“ Material Contract ” has the meaning set forth in Section 4.15(a) .
 
“ Material Permits ” has the meaning set forth in Section 4.7(a) .
 
“ MLP Merger Agreement ” means that certain Agreement and Plan of Merger, dated as of the date hereof, among EQM, EQM GP, EQM Acquisition Sub LLC, a Delaware limited liability company, EQM GP Acquisition Sub, LLC, a Delaware limited liability company, RMP, RMP GP and, for the limited purposes set forth therein, EQT Corporation.
 
“ Notice ” has the meaning set forth in Section 9.5 .
 
“ Percentage Interest ” has the meaning assigned to such term in the EQM Partnership Agreement.
 
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“ Permits ” means licenses, permits, agreements, and authorizations issued or granted or waived by Governmental Authorities that are necessary for the conduct of a party’s business as of the date hereof and on the applicable Closing Date.
 
“ Permitted Liens ” means all: (a) mechanics’, materialmen’s, repairmen’s, employees’, contractors’, operators’, carriers’, workmen’s or other like Liens or charges arising by operation of law, in the ordinary course of business or incident to the construction or improvement of any of the Transferred Assets, in each case, for amounts not yet delinquent (including any amounts being withheld as provided by law) and for which an appropriate reserve (if any) has been established in accordance with GAAP; (b) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business provided that such lien will not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder, provided that the payment obligation relating to each such lien is not overdue by more than 60 days, unless the validity of, or the payment obligation relating to, such lien is being contested in good faith; (c) immaterial defects and irregularities in title, encumbrances, exceptions and other matters that, singularly or in the aggregate, will not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder; (d) Liens for Taxes that are not due and payable that will not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets; (e) pipeline, utility and similar easements and other rights in respect of surface operations, provided that such easements and other rights will not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder; (f) Liens supporting surety bonds, performance bonds and similar obligations issued in connection with Rice West Virginia’s, Rice Olympus’s and Strike Force Midstream’s businesses, provided that such liens will not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder and for which an appropriate reserve (if any) has been established in accordance with GAAP; (g) all rights to consent, by required notices to, filings with, or other actions by Governmental Authorities, which are customarily obtained subsequent to the sale or conveyance, as disclosed on Seller Disclosure Schedule 4.3 or, if not disclosed on Seller Disclosure Schedule 4.3 , which if not obtained would not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder; and (h) all rights to consent by third parties in connection with the sale or conveyance of easements, rights of way, licenses, facilities or interests therein if they are customarily obtained subsequent to the sale or conveyance, as disclosed on Seller Disclosure Schedule 4.3 or, if not disclosed on Seller Disclosure Schedule 4.3 , which if not obtained would not materially interfere with the ownership, use, value, operation or maintenance of the Transferred Assets or the EQT Parties’ ability to perform their obligations hereunder.
 
“ Person ” means an individual, corporation, partnership, limited partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.
 
“ Real Property Agreements ” has the meaning set forth in Section 4.10(a) .
 
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“ Real Property Assets ” has the meaning set forth in Section 4.10(a) .
 
“ Release ” has the meaning set forth in 42 U.S.C. § 9601(22).
 
“ Representatives ” means, with respect to any Person, officers, directors, managers, members, general partners, principals, employees, advisors, auditors, agents, bankers and other representatives of such Person.
 
“ Rice Midstream ” has the meaning set forth in the preamble.
 
“ Rice Midstream Period ” has the meaning set forth in Section 5.8(c) .
 
“ Rice Olympus ” has the meaning set forth in the recitals.
 
“ Rice Olympus Assets ” means the following:
 
(a)                                  All gathering lines, pipelines, compressors, equipment, machinery, fixtures and other tangible personal property and improvements used or held for use primarily in connection with the ownership or operation of the gas gathering systems generally depicted on Exhibit A-1 (the “ Rice Olympus Systems ”);
 
(b)                                  All Contracts, or portions of Contracts, as applicable, by which the Rice Olympus Systems are bound or subject, including gas gathering agreements, including those Contracts described in Exhibit A-3 (the “ Rice Olympus Contracts ”);
 
(c)                                   All of the easements, licenses, servitudes, rights-of-way, surface leases, fee interests, rights of access, all air rights (if any), development rights, rights in, under and adjoining any adjacent highways, and streets and other rights appurtenant to, and used or held for use primarily in connection with, the Rice Olympus Systems, and any options or similar rights to acquire any of the foregoing, including, without limitation, those easements and fee interests described on Exhibit A-2 (all of the easements and rights of way described in Exhibit A-2 being referred to as the “ Rice Olympus Easements ”);
 
(d)                                  All Permits that pertain primarily to the construction, ownership or operation of the Rice Olympus Systems;
 
(e)                                   All intangible assets, including Intellectual Property, goodwill associated therewith, trade names, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions relating to the Rice Olympus Systems;
 
(f)                                    All contractor retainages, claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (excluding any such item relating to the payment of Taxes), in each case to the extent the same relate to the Rice Olympus Systems; and
 
(g)                                   All gathering files, compression files, land files and surveys, Rice Olympus Contract files and all other books, records, data, files, maps and accounting records to the extent
 
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relating primarily to the Rice Olympus Systems, excluding however, (A) computer software; (B) all legal records and legal files of EQT Corporation or its Subsidiaries (other than (x) title opinions relating to the interests described in subsection (c) above, (y) Rice Olympus Contracts and (z) legal records and legal files of EQM or its Subsidiaries) and all other work product of and attorney-client communications with any of EQT Corporation’s or any of its Subsidiaries’ legal counsel (other than EQM’s or any of EQM’s Subsidiaries’ legal counsel); and (C) contracts and agreements of no further force and effect as of the ROWV Effective Date.
 
“ Rice Olympus Contribution ” has the meaning set forth in Section 2.1 .
 
“ Rice Olympus Interest ” has the meaning set forth in the recitals.
 
“ Rice Omnibus Agreement ” means that certain Amended and Restated Omnibus Agreement, entered into on, and effective as of, November 13, 2017, among EQT Corporation, EQT RE, LLC, a Delaware limited liability company, Rice Midstream, RMP, RMP GP and Rice Poseidon Midstream LLC, a Delaware limited liability company.
 
“ Rice West Virginia ” has the meaning set forth in the recitals.
 
“ Rice West Virginia Assets ” means the following:
 
(a)                                  All of the easements, licenses, servitudes, rights-of-way, surface leases, fee interests, rights of access, all air rights (if any), development rights, rights in, under and adjoining any adjacent highways, and streets and other rights appurtenant to, and used or held for use by Rice West Virginia, and any options or similar rights to acquire any of the foregoing, including, without limitation, those easements and fee interests described on Exhibit B-1 (all of the easements and rights of way described in Exhibit B-1 being referred to as the “ Rice West Virginia Easements ”); and
 
(b)                                  All land files and other books, records, data, files, maps and accounting records to the extent relating primarily to the Rice West Virginia Easements, excluding however, (A) computer software; (B) all legal records and legal files of EQT Corporation or its Subsidiaries (other than (x) title opinions relating to the Rice West Virginia Easements and (y) legal records and legal files of EQM or its Subsidiaries) and all other work product of and attorney-client communications with any of EQT Corporation’s or any of its Subsidiaries’ legal counsel (other than EQM’s or any of EQM’s Subsidiaries’ legal counsel); and (C) contracts and agreements of no further force and effect as of the ROWV Effective Date.
 
“ Rice West Virginia Contribution ” has the meaning set forth in Section 2.1 .
 
“ Rice West Virginia Interest ” has the meaning set forth in the recitals.
 
“ RMP ” means Rice Midstream Partners LP, a Delaware limited partnership.
 
“ RMP GP ” means Rice Midstream Management LLC, a Delaware limited liability company and the general partner of RMP.
 
“ ROWV Cash Amount ” means an amount equal to $700,000,000.
 
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“ ROWV Common Unit Quantity ” means 5,889,282 Common Units.
 
“ ROWV Consideration ” means an amount equal to $1,050,000,000.
 
“ ROWV Contribution ” means jointly the Rice Olympus Contribution and the Rice West Virginia Contribution.
 
“ ROWV Effective Date ” means May 1, 2018.
 
“ Secondment Agreement ” means that certain Secondment Agreement, dated as of December 7, 2017, by and among EQT Corporation, EQT Gathering, LLC, Equitrans, L.P., EQM and EQM GP.
 
“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.
 
“ Seller Disclosure Schedules ” has the meaning set forth in Article IV .
 
“ Seller Material Adverse Effect ” means a material adverse effect on or material adverse change in (a) the Businesses of the Subject Companies, taken as a whole, or (b) the ability of the EQT Parties to perform their obligations under this Agreement or to consummate the transactions contemplated by this Agreement; provided, however, that none of the following effects, changes, events, facts, conditions or developments (either alone or in combination) shall be taken into account for purposes of determining whether a Seller Material Adverse Effect has occurred:  (i) conditions affecting the natural gas gathering and transportation industry generally (including any change in the prices of natural gas or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law), (ii) any adverse change, event or effect affecting the United States or global economic or political conditions (including any affect or change as a result of any engagement in hostilities or the occurrence of any military or terrorist attack) or financial markets in general, (iii) any change or effect relating to seasonal reductions in revenues or earnings of the Transferred Assets in the ordinary course of business, or (iv) any change or effect resulting from the entry into or announcement of this Agreement, the IDR Purchase and Sale Agreement, or the MLP Merger Agreement, actions contemplated hereby or thereby, or the consummation of transactions contemplated hereby or thereby; except in the case of clauses (i) and (ii), to the extent disproportionately affecting the Transferred Assets or the Businesses of the Subject Companies as compared with other similarly situated assets in the natural gas gathering and transportation industry.
 
“ SFH Cash Amount ” means an amount equal to $450,000,000.
 
“ SFH Effective Date ” means May 1, 2018.
 
“ Spin-Off Transaction ” means a transaction intended to qualify as tax free under Section 355 of the Code, the result of which is that EQT Corporation and EQM are no longer Affiliates.
 
“ Straddle Period ” has the meaning set forth in Section 5.8(c) .
 
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“ Strike Force Assets ” means the following:
 
(a)                                  All gathering lines, distribution lines, pipelines, compressors, equipment, machinery, fixtures and other tangible personal property and improvements used or held for use primarily in connection with the ownership or operation of the gas gathering systems or water distribution systems generally depicted on Exhibit C-1 or in connection with water collection, treatment, and transportation services in Monroe County and/or Belmont County, Ohio (the “ Strike Force Systems ”);
 
(b)                                  All Contracts, or portions of Contracts, as applicable, by which the Strike Force Systems are bound or subject, including gathering agreements, exchange agreements, and transportation agreements, including those Contracts described in Exhibit C-3 (the “ Strike Force Contracts ”);
 
(c)                                   All of the easements, licenses, servitudes, rights-of-way, surface leases, fee interests, rights of access, all air rights (if any), development rights, rights in, under and adjoining any adjacent highways, and streets and other rights appurtenant to, and used or held for use primarily in connection with, the Strike Force Systems, and any options or similar rights to acquire any of the foregoing, including, without limitation, those easements and fee interests described on Exhibit C-2 (all of the easements and rights of way described in Exhibit C-2 being referred to as the “ Strike Force Easements ”);
 
(d)                                  All Permits that pertain primarily to the construction, ownership or operation of the Strike Force Systems;
 
(e)                                   All intangible assets, including Intellectual Property, goodwill associated therewith, trade names, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions relating to the Strike Force Systems;
 
(f)                                    All contractor retainages, claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (excluding any such item relating to the payment of Taxes), in each case to the extent the same relate to the Strike Force Systems;
 
(g)                                   All gathering, transportation and water services files, compression files, land files and surveys, Strike Force Contract files and all other books, records, data, files, maps and accounting records to the extent relating primarily to the Strike Force Systems, excluding however, (A) computer software; (B) all legal records and legal files of EQT Corporation or its Subsidiaries (other than (x) title opinions relating to the interests described in subsection (c) above, (y) Strike Force Contracts and (z) legal records and legal files of EQM or its Subsidiaries) and all other work product of and attorney-client communications with any of EQT Corporation’s or any of its Subsidiaries’ legal counsel (other than EQM’s or any of EQM’s Subsidiaries’ legal counsel); and (C) contracts and agreements of no further force and effect as of the SFH Effective Date; and
 
(h)                                  All right, title and interest in and to the Strike Force Midstream Interest and the limited liability company interests of Strike Force East and Strike Force South.
 
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“ Strike Force East ” means Strike Force East LLC, a Delaware limited liability company.
 
“ Strike Force Holdings ” has the meaning set forth in the recitals.
 
“ Strike Force Holdings Assets ” means, collectively, the Strike Force Midstream Interest.
 
“ Strike Force Holdings Contribution ” has the meaning set forth in Section 2.1 .
 
“ Strike Force Holdings Interest ” has the meaning set forth in the recitals.
 
“ Strike Force Midstream ” means Strike Force Midstream LLC, a Delaware limited liability company.
 
“ Strike Force Midstream Interest ” has the meaning set forth in Section 4.9(b) .
 
“ Strike Force Midstream LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of Strike Force Midstream LLC, dated as of February 1, 2016, as amended prior to the date hereof.
 
“ Strike Force ROFR ” means the rights set forth in Section 7.2(a) of the Strike Force Midstream LLC Agreement.
 
“ Strike Force South ” means Strike Force South LLC, a Delaware limited liability company.
 
“ Strike Force Tag ” has the meaning set forth in Section 5.10 .
 
“ Subject Company ” or “ Subject Companies ” means, individually or collectively as the context requires, Rice West Virginia, Rice Olympus, Strike Force Holdings, Strike Force Midstream, Strike Force East and/or Strike Force South.
 
“ Subject Company Agreements ” has the meaning set forth in Section 5.10 .
 
“ Subject Interests ” has the meaning set forth in the recitals.
 
“ Subsidiary ” means, with respect to any Person, any other Person controlled by such first Person, directly or indirectly, through one or more intermediaries.
 
“ Tax ” means any and all U.S. federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, capital stock, profits, license, license fee, environmental, customs duty, unclaimed property or escheat payments, alternative fuels, mercantile, lease, service, withholding, payroll, employment, unemployment, social security, disability, excise, severance, registration, stamp, occupation, premium, property (real or personal), windfall profits, fuel, value added, alternative or add on minimum, estimated or other similar taxes, duties, levies, customs, tariffs, imposts or assessments (including public utility commission property tax assessments) imposed by any Governmental Authority, together with
 
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any interest, penalties or additions thereto payable to any Governmental Authority in respect thereof.
 
“ Tax Proceeding ” has the meaning set forth in Section 4.13 .
 
“ Tax Return ” means any return, declaration, report, statement, election, claim for refund or other written document, together with all attachments, amendments and supplements thereto, filed with or provided to, or required to be filed with or provided to, a Governmental Authority in respect of Taxes.
 
“ Title Representation Breach ” has the meaning set forth in Section 8.2(a) .
 
“ Transaction ” or “ Transactions ” means, either individually or collectively, as the context requires, the ROWV Contribution and/or the Strike Force Holdings Contribution.
 
“ Transfer Taxes ” has the meaning set forth in Section 5.8(b) .
 
“ Transferred Assets ” means, collectively, the Rice West Virginia Assets, the Rice Olympus Assets, the Strike Force Assets and the Strike Force Holdings Assets.
 
“ Transferred Asset Insurance Policies ” has the meaning set forth in Section 4.16 .
 
“ Unaffiliated Unitholders ” means the holders of Common Units, other than EQT Corporation, EQM GP, RMP GP and their Affiliates.
 
“ United States ” means the United States of America.
 
“ WC Dispute Range ” has the meaning set forth in Section 2.7(c) .
 
“ Working Capital Adjustment ” means, with respect to any Transaction, an adjustment to the Cash Amount for such Transaction calculated as follows: (a) if the net working capital for the Subject Company related to such Transaction at the Effective Date is positive, an upward adjustment to the Cash Amount equal to such positive amount; or (b) if the net working capital for the Subject Company related to such Transaction at the Effective Date is negative, a downward adjustment to the Cash Amount equal to such negative amount. For purposes of the Working Capital Adjustment, net working capital shall be determined in accordance with GAAP. For purposes of the Working Capital Adjustment for Strike Force Holdings, the net working capital amount for Strike Force Holdings shall equal the sum of (i) 100% of the net working capital of Strike Force Holdings (excluding its Subsidiaries) and (ii) 75% of the net working capital of Strike Force Midstream and its Subsidiaries on a combined basis. Notwithstanding the foregoing, Tax matters, including the payment of Taxes, allocation of Taxes and indemnification for Taxes shall be governed by Section 5.8 and shall not be considered in determining the amount of net working capital.
 
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ARTICLE II
CONTRIBUTION AND SALE
 
Section 2.1                                     Contribution and Sale .  Upon the terms and subject to the conditions set forth in this Agreement, on the applicable Closing Date, and effective as of the applicable Effective Date: (a) Rice Midstream shall contribute, transfer, assign and convey all of Rice Midstream’s right, title and interest in and to the Rice West Virginia Interest to EQM Gathering, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of Rice West Virginia, the DLLCA or applicable federal or state securities laws, and EQM Gathering shall acquire the Rice West Virginia Interest from Rice Midstream (the “ Rice West Virginia Contribution ”); (b) Rice Midstream shall contribute, transfer, assign and convey all of Rice Midstream’s right, title and interest in and to the Rice Olympus Interest to EQM Gathering, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of Rice Olympus, the DLLCA or applicable federal or state securities laws, and EQM Gathering shall acquire the Rice Olympus Interest from Rice Midstream (the “ Rice Olympus Contribution ”); and (c) Rice Midstream shall contribute, transfer, assign and convey all of Rice Midstream’s right, title and interest in and to the Strike Force Holdings Interest to EQM Gathering, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of Strike Force Holdings, the DLLCA or applicable federal or state securities laws, and EQM Gathering shall acquire the Strike Force Holdings Interest from Rice Midstream (the “ Strike Force Holdings Contribution ”); provided, that, following the consummation of the transactions contemplated by the MLP Merger Agreement, the Strike Force Holdings Contribution shall (unless the EQM Parties have received evidence to their satisfaction that Gulfport Midstream has irrevocably waived in writing the Strike Force ROFR and the Strike Force Tag with respect to the Strike Force Holdings Contribution, if applicable) be made to RMP or one or more Subsidiaries thereof designated by EQM.
 
Section 2.2                                     Assumed Liabilities .  Upon the applicable Closing for each Contribution, EQM Gathering hereby assumes and agrees to duly and timely pay, perform and discharge all liabilities arising out of or relating to the time period after the applicable Effective Date with respect to the ownership of the applicable Subject Interests.
 
Section 2.3                                     Closing .
 
(a)                                  The closing of each Transaction (with respect to a given Transaction, the “ Closing ”) shall take place at the principal offices of EQM (i) within two (2) Business Days following the satisfaction or, to the extent permitted by Applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VI with respect to such Transaction (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date of such Transaction, but subject to the satisfaction of such conditions) or (ii) at such other place or on such other date as the parties may mutually agree in writing. The date on which the Closing takes place with respect to a particular Transaction is referred to as the “ Closing Date .” For the avoidance of doubt, there may be a different Closing and Closing Date for the ROWV Contribution and the Strike Force Holdings Contribution.
 
(b)                                  Each Transaction and the Closing of such Transaction shall be deemed effective for all purposes as of 12:01 a.m. on the applicable Effective Date for such Transaction. Rice
 
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Midstream shall be entitled to all of the rights of ownership of the Subject Interests prior to the applicable Effective Date, and EQM Gathering shall be entitled to all of the rights of ownership of the Subject Interests on and following the applicable Effective Date.
 
Section 2.4                                     Subsequent Actions .  If, at any time after the applicable Closing Date, EQM Gathering shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in EQM Gathering its right, title or interest in, to or under any Subject Interest (and its admission as a member of the applicable Subject Company), or otherwise to carry out this Agreement, Rice Midstream shall execute and deliver all such deeds, bills of sale, assignments and assurances and shall take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in and to such Subject Interest in EQM Gathering (and its admission as a member of the applicable Subject Company) or otherwise to carry out this Agreement. Rice Midstream shall coordinate and cooperate with EQM Gathering and the other parties hereto in exchanging information and supplying such reasonable assistance as may be reasonably requested in connection with the matters contemplated by this Section 2.4 .
 
Section 2.5                                     Consideration .  The aggregate consideration to be paid by EQM in respect of the Transactions shall be the Consideration.  EQM shall distribute or issue the Consideration as follows:
 
(a)                                  At the Closing of the ROWV Contribution, (i) a wire transfer in immediately available funds to Rice Midstream or its designee(s) of an amount equal to the ROWV Cash Amount adjusted for the Closing Adjustment, and (ii) the issuance to Rice Midstream of a number of Common Units equal to the sum of the ROWV Common Unit Quantity; and
 
(b)                                  At the Closing of the Strike Force Holdings Contribution, a wire transfer in immediately available funds to Rice Midstream or its designee(s) of an amount equal to the SFH Cash Amount adjusted for the Closing Adjustment.
 
Section 2.6                                     Cash Amount Adjustments .
 
(a)                                  Each applicable Cash Amount shall be increased by the following amounts (without duplication): (i) the Closing Working Capital Adjustment, if positive; (ii) all capital contributions made by an EQT Party or their Affiliates to the applicable Subject Company attributable to the period on or after the applicable Effective Date (excluding any subsequent contribution of such funds that is made by a Subject Company to another Subject Company); and (iii) others as agreed in writing by EQT Corporation and EQM.
 
(b)                                  Each applicable Cash Amount shall be decreased by the following amounts (without duplication): (i) the Closing Working Capital Adjustment, if negative; (ii) all distributions received by an EQT Party from the applicable Subject Company attributable to the period on or after the applicable Effective Date and (iii) others as agreed in writing by EQT Corporation and EQM.
 
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Section 2.7                                     Adjustment Procedures .
 
(a)                                  At least seven Business Days prior to the applicable Closing, EQT Corporation shall prepare and deliver to EQM a statement setting forth its calculation of the adjustments pursuant to Section 2.6 , including the estimated Working Capital Adjustment for the applicable Subject Company as of the applicable Effective Date, together with reasonably sufficient detail to support such calculation, and EQM and EQT Corporation shall work in good faith to agree on the amount of such calculation, including the estimated Working Capital Adjustment (the “ Closing Working Capital Adjustment ”), by the applicable Closing, and the amount as so agreed shall be referred to as the “ Closing Adjustment ;” provided , that if EQM and EQT Corporation are unable to agree on such calculation, then EQT Corporation’s original calculation thereof shall be the Closing Adjustment.
 
(b)                                  EQM shall notify EQT Corporation in writing no later than one Business Day prior to the Closing (the “ Dispute Deadline ”) of any disagreements or disputes with respect to the Closing Adjustment (a “ Dispute ”).  If EQM does not give written notice to EQT Corporation of a Dispute (a “ Dispute Notice ”) on or prior to the Dispute Deadline, the Closing Adjustment for such Subject Company shall be deemed accepted and agreed to by EQM and shall be final and binding upon the parties hereto with no further adjustments thereto.  If EQM has a Dispute, EQM shall deliver to EQT Corporation a Dispute Notice prior to the Dispute Deadline, setting forth, in reasonable detail, the elements and amounts with which it disagrees and the reasons therefor.  During the 15-day period following the delivery of the Dispute Notice, EQM and EQT Corporation shall use commercially reasonable efforts to resolve the Dispute and agree in writing upon the adjusted Closing Adjustment for such Subject Company (the “ Estimated Final Adjustment ”).  If EQM and EQT Corporation agree as to the Estimated Final Adjustment for such Subject Company within such 15-day period, such Estimated Final Adjustment for such Subject Company as so agreed shall be final and binding upon the parties hereto.
 
(c)                                   If EQM and EQT Corporation are unable to resolve any Dispute within the 15-day period after EQM’s delivery of a Dispute Notice, EQM and EQT Corporation shall jointly engage the Pittsburgh, Pennsylvania office of PricewaterhouseCoopers LLP or another nationally recognized accounting firm (the “ Arbitrating Accountant ”) as arbitrator to promptly resolve any Disputes.  In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator.  The Arbitrating Accountant’s sole function shall be to resolve the Dispute as specifically set forth in reasonable detail in the Dispute Notice with respect to the determination of the Estimated Final Adjustment for such Subject Company consistent with the calculation of the Closing Adjustment for such Subject Company.  The Arbitrating Accountant shall allow EQM and EQT Corporation to present their respective positions regarding the Dispute.  The Arbitrating Accountant may, at its discretion, conduct a conference concerning the Dispute, at which conference each of EQM and EQT Corporation shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants.  In connection with such process, there shall be no other hearings or any oral examinations, testimony, depositions, discovery or other similar proceedings.  The Arbitrating Accountant shall thereafter promptly render its determination on the Dispute in writing and finalize the Estimated Final Adjustment for such Subject Company; provided , that such written determination shall provide for the Estimated Final Adjustment to be no less than the amount proposed by EQM and no higher than the amount proposed by EQT Corporation (the “ WC Dispute Range ”).  Such written determination shall be final and binding upon the parties hereto,
 
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and judgment may be entered on the award.  The fees and expenses of the Arbitrating Accountant shall be allocated between EQM and EQT Corporation so that EQM’s share of such fees and expenses shall be equal to the product of (i) and (ii), where (i) is the aggregate amount of such fees and expenses, and where (ii) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by EQM (as determined by the Arbitrating Accountant), and the denominator of which is the total value in dispute, and EQT Corporation’s share of such fees and expenses shall be the remainder.
 
(d)                                  The Estimated Final Adjustment for such Subject Company that is final and binding on the parties hereto as determined in accordance with the terms of Section 2.7(b)  or Section 2.7(c) , as applicable, shall be the “ Final Adjustment ,” with such Final Adjustment not being outside of the WC Dispute Range.  Within ten Business Days after the determination of the Final Adjustment for such Subject Company:
 
(i)                                      if the Final Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, exceeds the Closing Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, then EQM shall pay, by wire transfer of immediately available funds to an account designated in writing by EQT Corporation, the amount of such excess;
 
(ii)                                   if the Closing Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, exceeds the Final Adjustment for such Subject Company, expressed as a positive or negative number, as applicable, then EQT Corporation shall pay, by wire transfer of immediately available funds to an account designated in writing by EQM, the amount of such excess; or
 
(iii)                                if the Final Adjustment for such Subject Company is equal to the Closing Adjustment for such Subject Company, then no adjustment or payment shall be made.
 
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF EQM GATHERING AND EQM
 
All representations and warranties of EQM Gathering and EQM are made subject to the exceptions noted in the schedules delivered by EQM Gathering and EQM to the EQT Parties concurrently herewith and identified by the parties as the “ EQM Disclosure Schedules .”  EQM Gathering and EQM may, at their option, include in the EQM Disclosure Schedules items that are not material or required to be disclosed in order to avoid any misunderstanding, and any such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material or required to be disclosed, to establish any standard of materiality, or to define further the meaning of such terms for purposes of this Agreement.  Any disclosure set forth on any particular schedule with specific reference to the particular section or subsection of this Agreement to which the information set forth in the schedule relates shall be deemed disclosed with respect to other sections or subsections of this Agreement only if it is reasonably apparent from a reading of such disclosure that such disclosure also relates to such other sections or subsections.  EQM Gathering and EQM each hereby represents and warrants as of the Closing to the EQT Parties as follows:
 
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Section 3.1                                     Organization and Existence.
 
(a)                                  EQM is a limited partnership duly organized, validly existing and in good standing under the Applicable Law of the State of Delaware and has full limited partnership power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
 
(b)                                  EQM Gathering is a limited liability company duly organized, validly existing and in good standing under the Applicable Law of the State of Delaware and has full limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
 
Section 3.2                                     Authority and Approval .
 
(a)                                  Each of EQM Gathering and EQM has full limited liability company or limited partnership, as applicable, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution, delivery and performance by EQM Gathering and EQM of this Agreement and the consummation by EQM Gathering and EQM of the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company or limited partnership, as applicable, action on the part of EQM Gathering and EQM, as applicable. No other limited liability company or limited partnership, as applicable, proceeding on the part of EQM Gathering or EQM is necessary to authorize its execution, delivery or performance of this Agreement or its consummation of the transactions contemplated hereby.  This Agreement has been duly executed and delivered by EQM Gathering and EQM. This Agreement constitutes the legal, valid and binding obligations of EQM Gathering and EQM, enforceable against EQM Gathering and EQM in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).
 
(b)                                  The Board of Directors, at a meeting thereof duly called and held or by written consent in accordance with the DLLCA, determined that this Agreement and the Transactions are fair to and in the best interests of EQM.
 
(c)                                   The Board of Managers of EQM Gathering, at a meeting thereof duly called and held or by written consent in accordance with the DLLCA, approved this Agreement and the Transactions.
 
Section 3.3                                     Common Units .
 
(a)                                  The issuance by EQM of the Common Units comprising part of the Consideration and the limited partner interests represented thereby: (i) has been duly authorized by EQM pursuant to the EQM Partnership Agreement; (ii) when issued and delivered in accordance with the terms of this Agreement and the EQM Partnership Agreement, will be validly issued, fully paid (to the extent required by the EQM Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA); and (iii) will be free of any and all Liens and restrictions on transfer, other than restrictions on
 
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transfer under the EQM Partnership Agreement, DRULPA, and under other applicable state and federal securities laws.
 
(b)                                  EQM’s currently outstanding Common Units are listed on the New York Stock Exchange, and EQM has not received any notice of delisting.
 
(c)                                   On the Closing Date of each Transaction, the Common Units issued on such Closing Date in respect of such Transaction shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the EQM Partnership Agreement.
 
Section 3.4                                     No Conflict; Required Filings and Consents .
 
(a)                                  Except as otherwise provided in Section 3.4(b) , the execution, delivery and performance by EQM Gathering and EQM of this Agreement or any of the Ancillary Agreements to which either EQM Gathering or EQM is a party, and the consummation of the transactions contemplated hereby and thereby do not and will not:
 
(i)                                      violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the certificate of formation or certificate of limited partnership, or limited liability company agreement or limited partnership agreement, as applicable, of EQM Gathering or EQM;
 
(ii)                                   conflict with or violate any provision of any Applicable Law applicable to EQM Gathering or EQM or any property or asset of EQM Gathering or EQM; or
 
(iii)                                except as set forth in EQM Disclosure Schedule 3.4 , conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, Contract, commitment, license, concession, permit, lease, joint venture or other instrument to which EQM Gathering or EQM is a party or by which either of them is bound or to which either of their property is subject,
 
except in the case of clauses (ii) and (iii) for those items which, individually or in the aggregate, would not reasonably be expected to have an EQM Material Adverse Effect.
 
(b)                                  Neither EQM Gathering nor EQM is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by EQM Gathering or EQM of this Agreement or any of the Ancillary Agreements to which either EQM Gathering or EQM is a party, or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of EQM Gathering or EQM, except for (i) such filings as may be required by any applicable federal or state securities or “blue sky” Applicable Law or (ii) as otherwise indicated in EQM Disclosure Schedule 3.4 .
 
(c)                                   No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover law is, or as of the applicable Closing Date will be, applicable to the transactions contemplated by this Agreement.
 
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Section 3.5                                     Periodic Reports .  EQM’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act (all such documents filed prior to the date hereof, collectively the “ EQM SEC Documents ”) have been filed with the Commission on a timely basis. The EQM SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent EQM SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (d) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (e) fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of EQM and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Ernst & Young LLP is an independent registered public accounting firm with respect to EQM and its general partner and has not resigned or been dismissed as independent registered public accountants of EQM as a result of or in connection with any disagreement with EQM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.
 
Section 3.6                                     No Registration .  Assuming the accuracy of the representations and warranties of the EQT Parties contained in Section 4.20 , the issuance and sale of the Common Units pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither EQM nor, to the Knowledge of EQM, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.  Neither EQM nor any of its Subsidiaries have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or will be integrated with the sale of the Common Units in a manner that would require registration under the Securities Act.
 
Section 3.7                                     Litigation .  There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or proceedings pending or, to the Knowledge of EQM Gathering or EQM, threatened that (a) question or involve the validity or enforceability of EQM Gathering’s or EQM’s obligations under this Agreement or (b) seek (or reasonably might be expected to seek) (i) to prevent or delay the consummation by EQM Gathering or EQM of the transactions contemplated by this Agreement or (ii) damages in connection with any such consummation.
 
Section 3.8                                     Brokers .  Except for Evercore Group L.L.C., the fees and expenses of which will be paid by EQM, neither EQM Gathering nor EQM has entered (directly or indirectly) into any agreement with any Person that would obligate EQM Gathering or EQM or any of their Affiliates to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement or the transactions contemplated hereby.
 
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Section 3.9                                     Disclosure .  No representation or warranty of EQM Gathering or EQM set forth in this Agreement or in any document filed publicly with the Commission, and no information contained in the EQM Disclosure Schedules, contains or will contain any untrue statement of a material fact. To the Knowledge of EQM Gathering and EQM, there is no current statement of facts that is not referenced in the representations and warranties of EQM Gathering or EQM set forth in this Agreement, in any document filed publicly with the Commission, or in the EQM Disclosure Schedules, that would constitute or would be reasonably likely to constitute an EQM Material Adverse Effect.
 
Section 3.10                              Investment Intent .  EQM Gathering is receiving the Subject Interests for its own account with the present intention of holding such Subject Interests for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or state securities laws. EQM Gathering has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risk of investments in the Subject Interests. EQM Gathering acknowledges that the Subject Interests will not be registered under the Securities Act or any applicable state securities law, and that the Subject Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.
 
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE EQT PARTIES
 
All representations and warranties of the EQT Parties are made subject to the exceptions noted in the schedules delivered by the EQT Parties to EQM Gathering and EQM concurrently herewith and identified by the parties as the “ Seller Disclosure Schedules .” The EQT Parties may, at their option, include in the Seller Disclosure Schedules items that are not material or required to be disclosed in order to avoid any misunderstanding, and any such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgement or representation that such items are material or required to be disclosed, to establish any standard of materiality, or to define further the meaning of such terms for purposes of this Agreement. Any disclosure set forth on any particular schedule with specific reference to the particular section or subsection of this Agreement to which the information set forth in the schedule relates shall be deemed disclosed with respect to other sections or subsections of this Agreement only if it is reasonably apparent from a reading of such disclosure that such disclosure also relates to such other sections or subsections.  The representations and warranties of the EQT Parties shall expire on the 18-month anniversary of the initial Closing Date and shall no longer be of any force or effect thereafter, provided, however, that (i) the representations and warranties set forth in Section 4.1 (Organization), Section 4.2 (Authority and Approval), Section 4.3 (No Conflict; Required Filings and Consents), Section 4.9 (Capitalization; Title to Subject Interests) and Section 4.17 (Brokers) shall survive indefinitely, (ii) the representations and warranties set forth in Section 4.13 (Taxes) shall survive until the sixtieth day following the expiration of the applicable statute of limitations with respect to the matters covered thereby, and (iii) the representations and warranties set forth in Section 4.10 (Title to Real Property) and Section 4.11 (Title to Personal Property; Condition of Assets) shall survive until the third anniversary of the applicable Closing Date. The EQT Parties hereby represent and warrant to EQM Gathering and EQM as follows:
 
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Section 4.1                                     Organization .
 
(a)                                  EQT Corporation is a corporation duly organized, validly existing and in good standing under the Applicable Law of the Commonwealth of Pennsylvania and has full corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
 
(b)                                  Rice Midstream is a limited liability company duly organized, validly existing and in good standing under the Applicable Law of the State of Delaware and has full limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
 
(c)                                   Each of the Subject Companies is a limited liability company duly organized, validly existing and in good standing under the Applicable Law of the State of Delaware and has full limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted.
 
Section 4.2                                     Authority and Approval .
 
(a)                                  Each EQT Party has full corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such EQT Party of this Agreement and the consummation by such EQT Party of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate or limited liability company, as applicable, action on the part of such EQT Party. No other corporate or limited liability company, as applicable, proceeding on the part of such EQT Party is necessary to authorize its execution, delivery or performance of this Agreement or its consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such EQT Party. This Agreement constitutes the legal, valid and binding obligations of such EQT Party, enforceable against such EQT Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).
 
(b)                                  The applicable governing body of each EQT Party, at a meeting thereof duly called and held or by written consent in accordance with Applicable Law, approved this Agreement and the Transactions.
 
Section 4.3                                     No Conflict; Required Filings and Consents .
 
(a)                                  Except as otherwise provided in Section 4.3(b)  or as set forth in Seller Disclosure Schedule 4.3 , the execution, delivery and performance by each EQT Party of this Agreement or any of the Ancillary Agreements to which such EQT Party is a party, and the consummation of the transactions contemplated hereby and thereby do not and will not:
 
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(i)                                      violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the governing documents of any EQT Party or any of the Subject Companies;
 
(ii)                                   conflict with or violate any provision of Applicable Law;
 
(iii)                                conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, notice, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, Contract, commitment, license, concession, permit (including any Material Permit), lease, joint venture or other instrument to which any EQT Party is a party or by which it or any of the Subject Companies are bound; or
 
(iv)                               result in the creation of any Lien on any of the Subject Interests or Transferred Assets under any indenture, mortgage, agreement, Contract, commitment, license, concession, permit, lease, joint venture or other instrument,
 
except in the case of clauses (ii), (iii) and (iv) for those items which, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect.
 
(b)                                  No EQT Party is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by such EQT Party of this Agreement or any of the Ancillary Agreements to which such EQT Party is a party or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of such EQT Party, except for (i) as have been waived or obtained or with respect to which the time for asserting such right has expired, (ii) those that individually or in the aggregate would not reasonably be expected to have a Seller Material Adverse Effect, (iii) such filings as may be required by any applicable federal or state securities or “blue sky” Applicable Law or (iv) as otherwise indicated in Seller Disclosure Schedule 4.3 .
 
(c)                                   No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover law is, or as of the applicable Closing Date will be, applicable to the transactions contemplated by this Agreement.
 
Section 4.4                                     Financial Statements; Undisclosed Liabilities .
 
(a)                                  Seller Disclosure Schedule 4.4(a)  sets forth a true and complete copy of the financial statements for the Subject Companies (on a combined basis) as of and for the year ended December 31, 2017 (the “ Financial Statements ”). The Financial Statements present fairly in all material respects the financial position of the Subject Companies (on a combined basis) at December 31, 2017, their parent net equity for the year ended December 31, 2017 and their results of operations and cash flows for the year ended December 31, 2017 in conformity with GAAP, except as otherwise noted therein.
 
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(b)            Except as set forth on Seller Disclosure Schedule 4.4(b)  or in the Financial Statements, there are no liabilities or obligations of any Subject Company of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) current liabilities incurred in the ordinary course of business since December 31, 2017, and (ii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to exceed $250,000.
 
Section 4.5             Internal Control Over Financial Reporting .  The system of internal controls over financial reporting to which each Subject Company is subject is sufficient to provide reasonable assurance (a) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (b) that transactions are executed only in accordance with the authorization of management, and (c) regarding the prevention or timely detection of the unauthorized acquisition, use or disposition of the Transferred Assets.
 
Section 4.6             No Adverse Changes .  Except as set forth on Seller Disclosure Schedule 4.6 , since December 31, 2017:
 
(a)            There has not been a Seller Material Adverse Effect;
 
(b)            The Transferred Assets have been maintained consistent with past practice;
 
(c)            There has not been any material damage, destruction or loss to any material portion of the Transferred Assets, whether or not covered by insurance;
 
(d)            There has been no delay in, or postponement of, the payment of any undisputed liabilities related to the Transferred Assets or the Subject Interests, individually or in the aggregate, in excess of $250,000;
 
(e)            Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has entered into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Transferred Assets or the Subject Interests;
 
(f)             Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has sold, pledged, distributed (or declared a distribution with respect to), declared as a dividend (or declared a dividend with respect to), disposed of or otherwise subjected to any Lien (other than a Permitted Lien) its interest in the Transferred Assets or the Subject Interests;
 
(g)            Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has incurred any Indebtedness or issued any debt securities or assumed, guaranteed or endorsed, or otherwise become responsible for, the obligations of any Person, in each case, that affect the Transferred Assets or the Subject Interests;
 
(h)            Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has (i) amended, waived, or modified in any material respect or consented to the
 
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termination of any Material Contract or amended, waived, modified or consented to the termination of any rights of Rice Midstream or any Subject Company, as applicable, thereunder, or (ii) entered into any Contract relating to the Transferred Assets other than in the ordinary course of business consistent with past practice;
 
(i)             Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has entered into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $250,000 per year in any single case which relates to the Transferred Assets;
 
(j)             Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has other than in the ordinary course of business consistent with past practice, permitted the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the respective Businesses of the Subject Companies, as applicable;
 
(k)            Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has commenced or settled any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of any Subject Company, as applicable, relating to the Transferred Assets and that do not involve payments individually or in the aggregate in excess of $25,000;
 
(l)             Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has with respect to the Businesses of the Subject Companies, accelerated the collection of or discounted any accounts receivable, delayed the payment of accounts payable or deferred expenses, reduced inventories or otherwise increased cash on hand, except, in each case, in the ordinary course of business consistent with past practice;
 
(m)           Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has taken any action, or failed to take any action, that would result in a breach of any covenant made by Rice Olympus, Strike Force Midstream, Strike Force East or Strike Force South, as applicable, in a Rice Olympus Contract or Strike Force Contract, as applicable, or that has or would reasonably be expected to have a Seller Material Adverse Effect; and
 
(n)            No Contract or agreement has been entered to, or commitment has been made to do any of the foregoing.
 
Section 4.7             Licenses; Permits .
 
(a)            As of the date of this Agreement, the Subject Companies, as applicable, have all material Permits relating to the Transferred Assets (the “ Material Permits ”). All Material Permits are in full force and effect and are validly held by the Subject Companies, as applicable.
 
(b)            The consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not cancel, suspend, terminate or otherwise require modification of any Material Permits, other than any modifications to any Material Permits that might be necessary or required in connection with the transfer of such Permits to EQM Gathering, as applicable, and which failure to so modify, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect.
 
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(c)            Each of the Subject Companies, as applicable, has complied in all material respects with all terms and conditions of the Material Permits.
 
(d)            There is no outstanding written notice, nor to the EQT Parties’ Knowledge, any other notice of suspension, revocation, cancellation or termination of any Material Permit.
 
(e)            Except as set forth on Seller Disclosure Schedule 4.7(e) , no proceeding is pending or, to the EQT Parties’ Knowledge, threatened with respect to any alleged failure by any Subject Company, as applicable, to have any Material Permit necessary for the operation of any of the Transferred Assets or to be in compliance therewith.
 
Section 4.8             Litigation; Laws and Regulations .  Except as set forth on Seller Disclosure Schedule 4.8 :
 
(a)            There are no material (i) civil, criminal or administrative actions, suits, claims, hearings, arbitrations or proceedings pending or, to the EQT Parties’ Knowledge, threatened, against an EQT Party or any Subject Company, as applicable, (ii) judgments, orders, decrees or injunctions of any Governmental Authority, whether at law or in equity, against an EQT Party or any Subject Company, as applicable, or (iii) pending or, to the EQT Parties’ Knowledge, threatened, investigations by any Governmental Authority against an EQT Party or any Subject Company, as applicable, in each case with respect to the Transferred Assets or the Subject Interests.
 
(b)            None of Rice Midstream or any Subject Company, as applicable, is in material violation of or in material default under any material Applicable Law relating to the Transferred Assets or the Subject Interests.
 
Section 4.9             Capitalization; Title to Subject Interests .
 
(a)            Immediately prior to the applicable Closing, Rice Midstream is the sole member of Rice West Virginia, Rice Olympus or Strike Force Holdings, as applicable to such Closing, and owns, beneficially and of record, all of the authorized, issued and outstanding limited liability company interests of such Subject Company, free and clear of all Liens other than restrictions on transfer under the applicable limited liability company agreement of such Subject Company, the DLLCA or applicable federal or state securities laws. The Rice West Virginia Interest represents 100% of the issued and outstanding limited liability company interests in Rice West Virginia. The Rice Olympus Interest represents 100% of the issued and outstanding limited liability company interests in Rice Olympus. The Strike Force Holdings Interest represents 100% of the issued and outstanding limited liability company interests in Strike Force Holdings.
 
(b)            Immediately prior to the Closing of the Strike Force Holdings Contribution, (i) Strike Force Holdings is a member of Strike Force Midstream and owns, beneficially and of record, 75% of the authorized, issued and outstanding limited liability company interests of Strike Force Midstream (the “ Strike Force Midstream Interest ”), free and clear of all Liens other than restrictions on transfer under the Strike Force LLC Agreement, the DLLCA or applicable federal or state securities laws and (ii) Strike Force Midstream is the sole member of each of Strike Force East and Strike Force South and owns, beneficially and of record, all of the authorized, issued and outstanding limited liability company interests of each such Subject
 
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Company, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of such Subject Company, the DLLCA or applicable federal or state securities laws.
 
(c)            Except as set forth on Seller Disclosure Schedule 4.9 , there are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire any equity interests of or in any Subject Company, (ii) no commitments on the part of any Subject Company to issue limited liability company interests, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of a Subject Company reserved for issuance for any such purpose. None of the Subject Companies has any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities (including its limited liability company interests).  Except for this Agreement and the limited liability company agreement of the applicable Subject Company, there is no voting trust or agreement, stockholders’ agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of any Subject Company (including its limited liability company interests). None of the Subject Companies owns any equity interests in any other Person other than (x) Strike Force Holding’s interest in Strike Force Midstream and (y) Strike Force Midstream’s interests in Strike Force East and Strike Force South. The Rice West Virginia Interest, the Rice Olympus Interest, the Strike Force Holdings Interest, the Strike Force Midstream Interest and the limited liability company interests in each of Strike Force East and Strike Force South have been duly authorized and are validly issued, fully paid (to the extent required under the limited liability company agreement of the applicable Subject Company) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the DLLCA).
 
Section 4.10           Title to Real Property . Except as set forth on Seller Disclosure Schedule 4.10 :
 
(a)            The Transferred Assets constitute all real property owned by the applicable Subject Company that relates to (i) with respect to Rice Olympus, the gathering and compression system in Belmont and Monroe Counties, Ohio owned by Rice Olympus, (ii) with respect to Rice West Virginia, the rights-of-way in Wetzel and Marshall Counties, West Virginia and (iii) with respect to Strike Force Holdings, the gathering and compression and fresh water hauling systems in Monroe and Belmont Counties, Ohio owned by Strike Force Midstream and its Subsidiaries.
 
(b)            As of the date hereof, each of the Subject Companies has good, valid and indefeasible title to the Transferred Assets owned by it that constitute real property (the “ Real Property Assets ”), free and clear of all Liens (other than Permitted Liens). The EQT Parties have made available to EQM Gathering and EQM true, correct and complete copies of all material agreements relating to the Real Property Assets, including all modifications, amendments, supplements, waivers, side letters thereto, title abstracts, title opinion letters and the like (collectively, the “ Real Property Agreements ”). All Real Property Agreements (i) are valid and enforceable, except as the enforceability thereof may be affected by bankruptcy, insolvency or other similar laws of general applicability affecting the rights of creditors generally or principles of equity and (ii) grant all the material rights purported to be granted thereby, except where the failure of any such Real Property Agreement to be valid and enforceable or to grant the rights
 
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purported to be granted thereby would not reasonably be expected to have a Seller Material Adverse Effect with respect to the Real Property Assets.
 
(c)            No event of default by any Subject Company presently exists under any material Real Property Agreement. No EQT Party or Subject Company has received notice of default under any material Real Property Agreement and, to the EQT Parties’ Knowledge, no event of default exists under any material Real Property Agreement. Each of the Subject Companies has fulfilled and performed all its material obligations with respect to all material Real Property Agreements. No event has occurred that allows, or after notice or lapse of time would allow revocation or termination of any material Real Property Agreement or would result in any impairment of any material rights of a holder under any Easements, rights of way, memorandum of easements, permits, servitudes, licenses or leasehold estates, including, without limitation, leases, subleases and occupancy agreements, any instruments creating an interest in real property, and similar rights related to the Real Property used in connection with the respective businesses of the Subject Companies.
 
(d)            To the EQT Parties’ Knowledge, there is no action pending or threatened for eminent domain or for condemnation of any material Real Property Asset, by any Governmental Authority or other Person.
 
(e)            To the EQT Parties’ Knowledge, no Subject Company has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of any material Real Property Asset is in violation of any of the recorded covenants, conditions, restrictions, reservations, Easements or agreements applicable to such Real Property Asset.
 
(f)             To the EQT Parties’ Knowledge, no Subject Company has received any written notice of, nor has a request or demand been otherwise made for a Subject Company to undertake, material renovations, repairs or construction work required at any portion of the material Real Property Assets that constitute operational assets, and, to the EQT Parties’ Knowledge, there is currently no need to undertake material renovations, repairs or construction work at any portion of the material Real Property Assets that constitute operational assets.  Each of the Subject Companies has all rights necessary to effectuate any such repairs, replacements, alterations or maintenance that may be currently necessary for the operation and use of the pipelines, equipment and compressors located on the Real Property Assets owned by them.
 
(g)            The Real Property Assets include all real property that is necessary for the operation of the Subject Companies’ operational assets in substantially the same manner as currently being conducted, including that real property that relates to (i) with respect to Rice Olympus, the gathering and compression system in Belmont and Monroe Counties, Ohio owned by Rice Olympus, (ii) with respect to Rice West Virginia, the rights-of-way in Wetzel and Marshall Counties, West Virginia and (iii) with respect to Strike Force Holdings, the gathering and compression and fresh water hauling systems in Monroe and Belmont Counties, Ohio owned by Strike Force Midstream and its Subsidiaries.
 
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Section 4.11           Title to Personal Property; Condition of Assets .
 
(a)            Each of the Subject Companies has valid and transferrable title to the Transferred Assets owned by it that constitute personal property, free and clear of all Liens (other than Permitted Liens). The Transferred Assets that constitute personal property include all personal property that is necessary for the operation of the Transferred Assets in substantially the same manner as currently being conducted.
 
(b)            The Transferred Assets that are necessary to operate the respective Businesses of the Subject Companies have been maintained and repaired in the same manner as a prudent operator would maintain and repair such assets and have been used by the Subject Companies in the ordinary course of business and, except as set forth on Seller Disclosure Schedule 4.11(b) , remain as of the date hereof in suitable and adequate condition for such continued use excluding normal wear and tear (such normal wear and tear including subsidence affecting Transferred Assets and surface restoration requirements, in each case occurring in the ordinary course of business) and except as would not reasonably be expected to have a Seller Material Adverse Effect. The Transferred Assets are adequate to conduct the Subject Companies’, as applicable, gas gathering and water services businesses substantially in accordance with past practice, in compliance with any material Applicable Law or requirements of a Governmental Authority.
 
(c)            This Section 4.11 does not relate to real property or interests in real property, such items being the subject of Section 4.10 , or to Intellectual Property, such items being the subject of Section 4.12 .
 
Section 4.12           Intellectual Property .  Each of the Subject Companies owns or has the right to use all Intellectual Property constituting part of the Transferred Assets owned by it (the “ Intellectual Property Assets ”), and the Transferred Assets do not infringe upon, misappropriate or otherwise violate any Intellectual Property of any third party. All Intellectual Property Assets owned by each Subject Company, if any, are free and clear of all Liens (other than Permitted Liens). The Intellectual Property Assets are all those necessary for the operation of the respective businesses of the Subject Companies as they are currently conducted. Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated hereby will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, a breach or termination of, or cancellation or reduction in, rights of any Subject Company under any contract providing for the license of any Intellectual Property to such Subject Company, except for any such terminations, cancellations or reductions that, individually or in the aggregate, would not have a Seller Material Adverse Effect. There is no Intellectual Property-related action, suit, proceeding, hearing, investigation, notice or complaint pending or threatened by any third party before any court or tribunal (including, without limitation, the United States Patent and Trademark Office or equivalent authority anywhere in the world) relating to any of the Subject Companies or their operations, nor has any claim or demand been made by any third party that alleges any infringement, misappropriation or violation of any Intellectual Property of any third party, or unfair competition or trade practices by any Subject Company. Each of the Subject Companies has taken reasonable measures to protect the confidentiality of all material trade secrets.
 
Section 4.13           Taxes .  Except as set forth on Seller Disclosure Schedule 4.13 , (a) all material Tax Returns required to be filed with respect to the Transferred Assets or the Subject Interests have been filed on a timely basis (taking into account all extensions of due dates); (b)
 
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all material Taxes owed by the Subject Companies or any of their Affiliates with respect to the Transferred Assets or the Subject Interests which are or have become due, have been timely paid in full; (c) all material Taxes required to have been withheld and paid in connection with any employee, independent contractor, creditor or other third party related to the Transferred Assets or Subject Interests have been so withheld and timely paid; (d) there are no Liens on any of the Transferred Assets or the Subject Interests that arose in connection with any failure (or alleged failure) to pay any material Tax on the Transferred Assets or the Subject Interests, other than Liens for Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings for which an adequate reserve has been established therefor; (e) none of the Transferred Assets consist of an equity or other ownership interest in any other Person for Tax purposes; (f) there is no material pending action, proceeding or, to the EQT Parties’ Knowledge, investigation for assessment or collection of material Taxes (“ Tax Proceeding ”) and no material Tax assessment, deficiency or adjustment has been asserted or proposed, in each case, with respect to the Transferred Assets or the Subject Interests; (g) since the date of its acquisition by EQT Corporation or one of its Subsidiaries, each of Rice West Virginia, Rice Olympus and Strike Force Holdings has been disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(1); (h) since the date of its acquisition by EQT Corporation or one of its Subsidiaries, Strike Force Midstream has been properly treated as a partnership for federal income tax purposes; and (i) Strike Force Midstream has in effect a valid election pursuant to Section 754 of the Code.
 
Section 4.14           Environmental Matters .  Except as disclosed in Seller Disclosure Schedule 4.14 , or as would not reasonably be expected, individually or in the aggregate, to have a Seller Material Adverse Effect:
 
(a)            The ownership and operation of the Transferred Assets are in compliance with applicable Environmental Laws;
 
(b)            The Transferred Assets are not subject to any pending or, to the EQT Parties’ Knowledge, threatened, claim, action, suit, investigation, inquiry or proceeding under any Environmental Laws (including designation of the owner or operator thereof as a potentially responsible party under CERCLA or any similar local or state law);
 
(c)            To the EQT Parties’ Knowledge, none of the Subject Companies has received any written communication that remains unresolved alleging either or both that (i) the ownership and operation of the Transferred Assets may be in violation of any Environmental Law, or any Permit issued pursuant to any Environmental Law (including any Environmental Permit), or (ii) a Subject Company may have any liability under any Environmental Law;
 
(d)            All notices, Permits, permit exemptions, licenses or similar authorizations, if any, required to be obtained or filed by or on behalf of the Subject Companies under any Environmental Laws in connection with their respective current assets, operations and business have been duly obtained or filed and are valid and currently in effect, and the applicable Subject Companies and the Transferred Assets are in compliance with such authorizations; and
 
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(e)            There has been no Release of any Hazardous Substance into the environment (i) at, on, under, within or from the Transferred Assets, or (ii) by a Subject Company, or to the EQT Parties’ Knowledge, by a third party, in connection with the operation or use of the Transferred Assets, except in compliance with applicable Environmental Laws.
 
Section 4.15           Contracts .
 
(a)            Seller Disclosure Schedule 4.15 contains a true and complete listing of the following contracts and other agreements with respect to the ownership and operation of the Transferred Assets (each such contract or agreement being referred to herein as a “ Material Contract ”):
 
(i)            Any water services, exchange agreements or gas gathering or transportation agreement;
 
(ii)           Any agreement (or group of related agreements with the same Person) for the lease of personal property to or from any Person providing for lease payments in excess of $250,000 per annum;
 
(iii)          Any agreement (or group of related agreements with the same Person) for the purchase or sale of raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which is reasonably expected to involve annual consideration in excess of $250,000;
 
(iv)          Any agreement concerning a partnership, joint venture, investment or other arrangement (A) involving a sharing of profits or losses relating to all or any portion of the Transferred Assets, or (B) requiring a Subject Company to invest funds in or make loans to, or purchase any securities of, another Person, venture or other business enterprise relating to the Transferred Assets;
 
(v)           Any agreement (or group of related agreements with the same Person) with respect to the creation, incurrence, assumption, or guaranteeing of any indebtedness for borrowed money, or any capitalized lease obligation;
 
(vi)          Any agreement that prohibits or otherwise materially limits the ability of an owner of the Transferred Assets to compete in any material respect in any line of business or with any Person or in any material geographic area during any period of time after the applicable Closing;
 
(vii)         Any agreement by and among the EQT Parties, the Subject Companies or any of their respective Affiliates (other than EQM and its Subsidiaries) to the extent applicable to the Transferred Assets and which individually involves annual revenues or payments in excess of $250,000;
 
(viii)        Any collective bargaining agreement;
 
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(ix)          Any lease under which any Subject Company is the lessor or lessee of real property that provides for an annual base rental to or from such Subject Company of more than $250,000;
 
(x)           Any easement agreement, right-of-way agreement, license or Permit involving an annual payment of more than $250,000;
 
(xi)          Any agreement that governs the use or development of Intellectual Property Assets (other than off-the-shelf software license agreements);
 
(xii)         Any agreement under which the consequences of a default or termination would reasonably be expected to have a Seller Material Adverse Effect; or
 
(xiii)        Any agreement (or group of related agreements with the same Person) not enumerated in this Section 4.15 , the performance of which by any party thereto involves consideration in excess of $250,000.
 
(b)            The EQT Parties have made available to EQM Gathering and EQM a correct and complete copy of each Material Contract.
 
(c)            (i) Each Material Contract is legal, valid and binding on and enforceable against Rice Midstream or the applicable Subject Company, as applicable, and to the EQT Parties’ Knowledge, against the other parties thereto, and is in full force and effect; (ii) none of Rice Midstream or such Subject Company, as applicable, is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by Rice Midstream or such Subject Company, as applicable, or permit termination, modification or acceleration under any Material Contract; (iii) to the Knowledge of the EQT Parties, no other party to any of the Material Contracts is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by such other party, or permit termination, modification or acceleration under any Material Contract, other than in accordance with its terms, nor has any other party repudiated any provision of any Material Contract; and (iv) following the consummation of the transactions contemplated by this Agreement, each Material Contract will continue to be legal, valid and binding and in full force and effect on identical terms.
 
(d)            Except as set forth on Seller Disclosure Schedule 4.15 , none of Rice Midstream or any Subject Company, as applicable, has given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Material Contract that continues to be unresolved.
 
Section 4.16           Insurance .  Seller Disclosure Schedule 4.16 sets forth a list of the material insurance policies relating to the Transferred Assets that a Subject Company holds or of which it is the beneficiary (the “ Transferred Asset Insurance Policies ”). The Transferred Asset Insurance Policies are in full force and effect, and no Subject Company has received written notice of any pending or threatened termination of such policies, except as set forth in Seller Disclosure Schedule 4.16 . Each of the Transferred Asset Insurance Policies is issued by an insurer that is financially sound and reputable as of the date hereof. The Transferred Asset Insurance Policies,
 
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taken together, provide adequate insurance coverage for all risks normally insured against by a Person carrying on the same business or businesses as the respective businesses of the Subject Companies in the same location. The Transferred Asset Insurance Policies are sufficient for compliance with Applicable Law and all Material Contracts.
 
Section 4.17           Brokers .  No EQT Party has entered (directly or indirectly) into any agreement with any Person that would obligate such EQT Party or any of its Affiliates (other than EQM’s obligations with respect to Evercore Group L.L.C. as referenced in Section 3.8 of this Agreement) to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement or the transactions contemplated hereby.
 
Section 4.18           Disclosure .  No representation or warranty of the EQT Parties set forth in this Agreement, and no information contained in the Seller Disclosure Schedules, contains or will contain any untrue statement of a material fact. To the EQT Parties’ Knowledge, there is no current state of facts that is not referenced in the representations and warranties of the EQT Parties set forth in this Agreement, or in the Seller Disclosure Schedules, that would constitute or would be reasonably likely to constitute a Seller Material Adverse Effect.
 
Section 4.19           Qualifying Income .  Under U.S. federal income tax law, 90% or more of the gross income generated from the Transferred Assets during the one-year period ending at the applicable Effective Date constitutes “qualifying income” within the meaning of Section 7704(d) of the Code.
 
Section 4.20           Investment Intent . Rice Midstream is receiving the Common Units comprising part of the Consideration for its own account with the present intention of holding such Common Units for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or applicable state securities laws. Rice Midstream has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of an investment in such Common Units. Rice Midstream acknowledges that such Common Units will not be registered under the Securities Act or any applicable state securities laws, and that such Common Units may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.
 
ARTICLE V
COVENANTS
 
Section 5.1             Conduct of Business Prior to Closing . Between the date of this Agreement and the applicable Closing Date, unless EQM shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, and except as otherwise contemplated by this Agreement or the Seller Disclosure Schedules, the EQT Parties hereby agree to spend capital in material compliance with the currently effective capital expenditures budget related to the applicable Subject Company and to use commercially reasonable efforts to conduct the respective Businesses of the Subject Companies in the ordinary course of business consistent with past practice in all material respects; and the EQT Parties shall use commercially reasonable efforts to (a) preserve intact all Material Contracts, Rice Olympus Contracts and
 
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Strike Force Contracts, (b) preserve intact the respective Businesses of the Subject Companies and (c) preserve the current relationships of each Subject Company with distributors, customers, suppliers and other Persons with which any such Subject Company has significant business relations. By way of amplification and not limitation, between the date of this Agreement and the applicable Closing Date, except as required by Applicable Law or as set forth on Seller Disclosure Schedule 5.1 , the EQT Parties shall not, and shall not propose to, directly or indirectly, take or authorize any of the following actions in respect of any Subject Company without the prior written consent of EQM, which consent shall not be unreasonably withheld, conditioned or delayed:
 
(a)            enter into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Transferred Assets, the Subject Companies or the Subject Interests;
 
(b)            dispose of or otherwise subject to any Lien (other than a Permitted Lien) the Transferred Assets, the Subject Companies or the Subject Interests;
 
(c)            incur any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, in each case, that affect the Transferred Assets, the Subject Companies or the Subject Interests;
 
(d)            (i) amend, waive, or modify in any material respect or consent to the termination of any Material Contract or amend, waive, modify or consent to the termination of any rights of Rice Midstream or any Subject Company, as applicable, thereunder, except for (x) amendments in the ordinary course of business consistent with past practice and (y) terminations upon the expiration of a Material Contract in accordance with its terms or (ii) enter into any Contract relating to the Transferred Assets, the Subject Companies or the Subject Interests other than in the ordinary course of business consistent with past practice;
 
(e)            enter into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $250,000 per year in any single case which relates to the Transferred Assets or the Subject Companies;
 
(f)             other than in the ordinary course of business consistent with past practice, permit the lapse of any right relating to Intellectual Property Assets or any other material intangible asset used in the respective Businesses of the Subject Companies, as applicable;
 
(g)            settle any Action other than cash settlements that do not involve any covenants or other agreements limiting the activities of any Subject Company, as applicable, relating to the Transferred Assets or the Subject Interests and that do not involve payments individually or in the aggregate in excess of $25,000;
 
(h)            with respect to the Businesses of any Subject Companies, accelerate the collection of or discount any accounts receivable, delay the payment of accounts payable or deferred expenses, reduce inventories or otherwise increase cash on hand, except, in each case, in the ordinary course of business consistent with past practice;
 
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(i)             take any action, or intentionally fail to take any action, that would result in a breach of any covenant made by Rice Olympus, Strike Force Midstream, Strike Force East or Strike Force South, as applicable, in a Rice Olympus Contract or Strike Force Contract, as applicable, or that has or would reasonably be expected to have a Seller Material Adverse Effect; and
 
(j)             announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the foregoing.
 
Section 5.2             Access to Information .  From the date hereof until the applicable Closing Date, the EQT Parties shall, and shall cause each Subject Company to, afford EQM and its Representatives reasonably complete access, upon reasonable prior notice (including for inspection and copying) and at reasonable times to the Representatives of each Subject Company, as applicable, to the properties, offices, plants and other facilities of such Subject Company and shall furnish EQM and its Representatives with such financial, operating and other data and information relating to such Subject Company as EQM may reasonably request. No Subject Company shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such Subject Company, if applicable, or contravene any Applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or if such access or disclosure is specifically restricted under the terms of a confidentiality agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
 
Section 5.3             Notification of Certain Matters; Supplements to Disclosure Schedules .
 
(a)            The EQT Parties shall give prompt written notice to EQM of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would render any representation or warranty of an EQT Party contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Seller Material Adverse Effect; (iii) any failure of an EQT Party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the obligations of EQM or EQM Gathering hereunder; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any Action pending or, to the EQT Parties’ Knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements.
 
(b)            EQM and/or EQM Gathering shall give prompt written notice to the EQT Parties of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would render any representation or warranty of EQM or EQM Gathering contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, untrue and incorrect in any material respect; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have an EQM Material Adverse
 
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Effect; (iii) any failure of EQM or EQM Gathering to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the EQT Parties’ obligations hereunder; (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any Action pending or, to EQM’s or EQM Gathering’s Knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements.
 
(c)            Each of the EQT Parties, EQM Gathering and EQM shall supplement, in writing and in the same form as originally prepared, the information set forth in the Seller Disclosure Schedules or the EQM Disclosure Schedules, as applicable, with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedules or that is necessary to correct any information in such Disclosure Schedules or in any representation or warranty of an EQT Party, EQM Gathering or EQM, as applicable, which has been rendered inaccurate thereby promptly following discovery thereof; provided, however, that no party may supplement the information set forth in the Disclosure Schedules pursuant to this Section 5.3(c)  following the date that is five Business Days prior to the applicable Closing Date. Notwithstanding anything to the contrary herein, upon the providing of any supplement permitted to be provided under this Section 5.3(c) , the Seller Disclosure Schedules or the EQM Disclosure Schedules, as applicable, shall be treated as being amended with respect to such supplemented information; provided, however, no such supplement shall have any effect for purposes of determining (i) the satisfaction of the conditions set forth in Article VI , the compliance by the EQT Parties, EQM Gathering or EQM with any covenant set forth herein or for purposes of either party’s right to terminate this Agreement under Article VII or (ii) the entitlement of a party to indemnification under Article VIII .
 
Section 5.4             Confidentiality .  Except as required by Applicable Law, including in connection with a Financing, or as necessary to comply with the restrictions on the transfers of membership interests in Strike Force Midstream set forth in the Strike Force Midstream LLC Agreement, each of the parties shall hold, and shall cause its Representatives to hold, in confidence all documents and information furnished to it by or on behalf of any other party to this Agreement in connection with the transactions contemplated hereby until the applicable Closing Date.
 
Section 5.5             Commercially Reasonable Efforts .
 
(a)            Each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, and to cause their Affiliates to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable, including to (i) obtain from EQT Corporation, the Board of Directors, or any other governing entity or organization applicable to a party hereto, any corporate, partnership or limited liability company consents, approvals or authorizations as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) obtain from Governmental Authorities and other
 
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Persons all consents, approvals, authorizations, qualifications and orders and provide to Governmental Authorities and other Persons all notices, as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (iii) promptly make all necessary filings and thereafter make any other required submissions, with respect to this Agreement required under any Applicable Law, and (iv) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the parties hereto shall permit each other reasonably to participate in the defense and settlement of any claim, suit or cause of action relating to this Agreement, the Transactions or the other transactions contemplated hereby, and shall not settle or compromise any such claim, suit or cause of action without EQT Corporation’s and EQM’s written consent.  Notwithstanding anything herein to the contrary, no party shall be required by this Section 5.5 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (A) require the divestiture of any material assets of EQM, EQM Gathering, an EQT Party (except for the Subject Interests pursuant to the Transactions) or any of their respective Affiliates, or (B) limit in any material respect EQM’s freedom of action with respect to, or its ability to consolidate and control, EQM Gathering or any of its assets or businesses or any of EQM’s or its Affiliates’ other assets or businesses.
 
(b)            Without limitation to the provisions of Section 5.5(a) , the EQT Parties, EQM Gathering and EQM shall give promptly such notice to third parties and obtain such third-party consents and estoppel certificates as the other party may in its reasonable discretion deem necessary or desirable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. The parties hereto shall cooperate and assist one another in giving such notices and obtaining such consents and estoppel certificates; provided, however, that no party hereto shall have any obligation to give any guarantee or other material consideration of any nature in connection with any such notice, consent or estoppel certificate or consent to any material change in the terms of any agreement or arrangement.
 
None of the parties hereto shall, directly or indirectly, enter into any agreement with a Governmental Authority to, or represent to a Governmental Authority that it will, delay or not consummate the transactions contemplated by this Agreement or any Ancillary Agreement, except with the prior written consent of EQM, on the one hand, or EQT Corporation, on the other hand, as the case may be, such consent not to be unreasonably withheld. To the extent permitted by Applicable Law and subject to any confidentiality restrictions of such Governmental Authority, each party hereto shall (x) promptly notify the other party of any written communication to that party from any Governmental Authority and, subject to Applicable Law and subject to any confidentiality restrictions of such Governmental Authority, permit the other party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other party’s reasonable comments, (y) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and (z) furnish the other party with copies of all correspondence and written communications between them and their
 
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Affiliates and their respective representatives on one hand, and any such Governmental Authority or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby.  Each party shall promptly notify the other parties in writing of any pending or, to the Knowledge of such party, threatened proceeding or investigation by any Governmental Authority or any other person (i) challenging this Agreement or the consummation of the transactions contemplated hereby or seeking material damages in connection with consummation of the transactions contemplated by this Agreement or any Ancillary Agreement or (ii) seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement.
 
Section 5.6             Public Announcements .  None of EQM, EQM Gathering, the EQT Parties, nor any of their Representatives, will issue any press release or otherwise make any public statements with respect to the transactions contemplated by this Agreement, including the Transactions, without the prior written consent of EQM GP, except (a) as may be required by Applicable Law or any securities exchange on which the securities of a party are listed for trading or (b) in connection with a Financing, and in each such case, the party issuing such release shall provide EQM GP with reasonable advance notice prior to making any such disclosure, and shall consult with the other party regarding the form and content of such required disclosure.
 
Section 5.7             Acknowledgements .  Each of EQM and EQM Gathering, on the one hand, and the EQT Parties, on the other hand, acknowledges that it has relied on the representations and warranties of the other parties hereto expressly and specifically set forth in this Agreement, including, in the case of EQM and EQM Gathering, the Seller Disclosure Schedules as they exist on the date hereof and attached hereto, and, in the case of the EQT Parties, the EQM Disclosure Schedules as they exist on the date hereof and attached hereto. Such representations and warranties constitute the sole and exclusive representations and warranties of the parties hereto in connection with the transactions contemplated hereby, and the parties hereto understand, acknowledge and agree that, other than with respect to fraud or intentional misrepresentation, all other representations and warranties of any kind or nature expressed or implied are specifically disclaimed.
 
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Section 5.8             Tax Matters .
 
(a)            Assistance and Cooperation .  EQM and Rice Midstream agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Transferred Assets or Subject Interests as is reasonably requested by EQM, Rice Midstream or any of their respective Affiliates for the filing of any Tax Returns, for the preparation of any audit, and for the prosecution or defense of any Tax claim. The party requesting assistance hereunder shall reimburse the other for reasonable out-of-pocket expenses incurred in providing such assistance.  Any information obtained under this Section 5.8 shall be held confidential by the receiving party in the same manner as it holds confidential its own similar information, except (i) as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding or (ii) with the consent of EQM or Rice Midstream, as applicable.
 
(b)            Transfer Taxes .  All sales, use, transfer, gains, stamp, duties, recording, and similar Taxes (collectively, “ Transfer Taxes ”) incurred in connection with the Transactions and the transfer of Consideration pursuant thereto shall be borne equally by EQM and Rice Midstream.  EQM and Rice Midstream shall cooperate in causing the filing of all necessary Tax Returns and timely pay all such Transfer Taxes as required by Applicable Law.
 
(c)            Tax Allocation and Indemnification .  Except as provided in Section 5.8(b) , Rice Midstream shall retain responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify EQM or its designee for, all Taxes related to the Transferred Assets or Subject Interests attributable to taxable periods ending prior to the Cut-off Date (the “ Rice Midstream Period ”), and EQM shall assume responsibility for (and shall be entitled to any refunds with respect to), and shall indemnify Rice Midstream for, all Taxes related to the Transferred Assets or Subject Interests attributable to taxable periods beginning on or after the Cut-off Date (the “ EQM Period ”). In the case of any Taxes related to the Transferred Assets or Subject Interests that are payable for any taxable period that begins before and ends after the Cut-off Date (any “ Straddle Period ”), the portion of such Taxes attributable to the period of time prior to the Cut-off Date (a) in the case of any property, ad valorem, or similar Taxes, shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the portion of such Straddle Period ending prior to the Cut-off Date and the denominator of which is the number of days in the Straddle Period, and (b) in the case of all other Taxes, shall be deemed equal to the amount which would be payable as computed on an interim closing-of-the-books basis if the relevant Tax period ended at the close of business on the day prior to the Cut-off Date. Rice Midstream shall be responsible for, and shall indemnify EQM for, all Taxes related to the Transferred Assets or Subject Interests with respect to the portion of any Straddle Period prior to the Cut-off Date. EQM shall be responsible for, and shall indemnify Rice Midstream for, all Taxes related to the Transferred Assets and the Subject Interests with respect to the portion of any Straddle Period on or after the Cut-off Date.
 
(d)            Filing of Tax Returns; Payment of Taxes .  Except as otherwise provided, regardless of which party is responsible for Taxes and without affecting the right of any party to be indemnified for Taxes under this Section 5.8 , Rice Midstream shall handle payment to the
 
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appropriate Governmental Authority of all Taxes with respect to any Rice Midstream Period (and shall file all such Tax Returns), and EQM shall handle payment to the appropriate Governmental Authority of all Taxes with respect to any Straddle Period or EQM Period (and shall file all such Tax Returns). Rice Midstream shall provide EQM with copies of drafts of all Tax Returns for the Rice Midstream Period and EQM shall provide Rice Midstream with copies of drafts of all Tax Returns for the Straddle Periods required to be filed after the Closing Date relating to the Transferred Assets or Subject Interests and any supporting documentation required to be provided to taxing authorities, excluding Tax Returns related to income tax, franchise tax or other similar Taxes, at least 15 days prior to the due date (including extensions) for filing such Tax Return.  Rice Midstream and EQM shall include any reasonable comments on such Tax Returns within at least seven days of receipt of such draft Tax Returns.  Rice Midstream and EQM shall deliver to the other party within 30 days of filing copies of all such Tax Returns and supporting documentation.
 
(e)                                   Cooperation Regarding Allocation of Consideration .  EQM shall prepare a draft allocation of the Consideration among the various classes of the Transferred Assets in accordance with and as provided by Section 1060 of the Code and Treasury Regulation Section 1.755-1, as applicable, and shall provide such draft to Rice Midstream. EQM and Rice Midstream shall then cooperate to prepare a final allocation (the “ Allocation ”). The parties agree that, except as otherwise required by Applicable Law, any Tax Returns or other tax information they may file or cause to be filed with any Governmental Authority shall be prepared and filed consistently with the Allocation.  The parties agree that, to the extent required by Applicable Law, they will each properly prepare and timely file Form 8594 in accordance with Section 1060 of the Code and any statements required by Treasury Regulation Section 1.743-1(k).
 
(f)                                    Tax Treatment .  The parties acknowledge that the Transaction is properly characterized as a transaction described in Sections 721(a) and 731 of the Code, except to the extent the Transaction is properly characterized as a disguised sale described in Section 707(a)(2)(B) of the Code and agree to file all Tax Returns in a manner consistent with such treatment.
 
Section 5.9                                     Rice Omnibus Agreement .  Each of EQM and EQM Gathering acknowledge and agree that, from and after the consummation of the Rice Olympus Contribution pursuant to this Agreement, the Rice Olympus Assets shall remain subject to Article V of the Rice Omnibus Agreement, and each of EQM and EQM Gathering agree to (a) assume the obligations under Article V of the Rice Omnibus Agreement with respect to the Rice Olympus Assets and (b) take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to give effect to this Section 5.9 , including the execution of any additional documents or instruments to the extent reasonably requested by the other parties to the Rice Omnibus Agreement.
 
Section 5.10                              Contractual Obligations .  EQM and EQM Gathering acknowledge that (a) the Subject Companies are parties to various agreements (the “ Subject Company Agreements ”), including, without limitation, the Strike Force Midstream LLC Agreement, and (b) under the Strike Force Midstream LLC Agreement the Transaction involving the Strike Force Holdings Interest may trigger certain third-party tag-along rights (the “ Strike Force Tag ”). Following the Closing, EQM and EQM Gathering shall cause the Subject Companies to timely and fully
 
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perform all obligations under the Subject Company Agreements, including the acquisition by EQM Gathering of the remaining 25% equity interest in Strike Force Midstream if the Strike Force Tag is exercised by the other party to the Strike Force Midstream LLC Agreement in accordance therewith. Prior to the Closing of the Strike Force Holdings Contribution, Rice Midstream and EQM shall cooperate with each other in delivering such notices and taking such other actions as EQT or EQM shall reasonably request in connection with the Strike Force Tag.
 
ARTICLE VI
CONDITIONS TO CLOSING
 
Section 6.1                                     General Conditions . The respective obligations of each party hereto to consummate each of the Transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the following conditions, any of which may, to the extent permitted by Applicable Law, be waived in writing by any party hereto in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):
 
(a)                                  No Injunction or Prohibition .  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, conditions, makes illegal or otherwise prohibits the consummation of such Transaction or the Ancillary Agreement(s) relating to such Transaction.
 
(b)                                  No Litigation .  There shall not be pending any suit, action or proceeding by or before any Governmental Authority challenging or seeking to restrain or prohibit the consummation of such Transaction or the Ancillary Agreement(s) relating to such Transaction or seeking damages in connection therewith.
 
(c)                                   Consents and Approvals .  All authorizations, consents, orders and approvals of all Governmental Authorities or other Persons set forth in EQM Disclosure Schedule 3.4 and Seller Disclosure Schedule 4.3 , as applicable to such Transaction, shall have been received or waived by such Governmental Authority or other Persons and shall be reasonably satisfactory in form and substance to EQT Corporation and EQM, and all notices set forth in EQM Disclosure Schedule 3.4 and Seller Disclosure Schedule 4.3 , as applicable to such Transaction, required to be delivered to such Governmental Authorities or other Persons shall have been delivered and all notice periods with respect thereto shall have expired or been waived by such Governmental Authority or other Persons entitled to such notice.
 
(d)                                  Financing . One or more Financings shall have been consummated and EQM shall have received not less than the lesser of (i) $1,150,000,000 of aggregate net proceeds therefrom or (ii) 100% of the Cash Amount for the applicable Transaction.
 
Section 6.2                                     Conditions to the Obligations of the EQT Parties .  The obligations of the EQT Parties to consummate each of the Transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the following conditions (unless a condition is otherwise indicated to apply only to a particular Transaction),
 
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any of which may be waived in writing by EQT Corporation (on behalf of itself and Rice Midstream) in its sole discretion:
 
(a)                                  Representations, Warranties and Covenants .  The representations and warranties of EQM and EQM Gathering contained in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby (except for those representations and warranties expressly relating to one or more Subject Interests, and the Transferred Assets relating thereto, to which the applicable Closing does not relate) shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or EQM Material Adverse Effect, which representations and warranties shall be true in all respects) both when made and as of the applicable Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or EQM Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date. EQM and EQM Gathering shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the applicable Closing (except for those covenants expressly relating to one or more Subject Interests, and the Transferred Assets relating thereto, to which the applicable Closing does not relate).  The EQT Parties shall have received from EQM (on behalf of itself and EQM Gathering) a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer of EQM GP.
 
(b)                                  Ancillary Agreements .  The EQT Parties shall have received an executed counterpart of each of the Ancillary Agreements relating to such Transaction, signed by each party thereto other than the EQT Parties and their Subsidiaries.
 
(c)                                   No EQM Material Adverse Effect .  There shall not have occurred any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have an EQM Material Adverse Effect.  The EQT Parties shall have received from EQM (on behalf of itself and EQM Gathering) a certificate to such effect, signed by a duly authorized officer of EQM GP.
 
(d)                                  Consummation of MLP Merger Agreement .  The EQT Parties shall have received satisfactory evidence that all conditions precedent to the MLP Merger Agreement shall have been fulfilled or waived in accordance therewith, and the consummation of the transactions contemplated by the MLP Merger Agreement shall have been consummated; provided , however , that the EQT Parties covenant and agree not to waive the condition set forth in this Section 6.2(d)  with respect to, or otherwise take any action to consummate, the Strike Force Holdings Contribution unless and until the EQM Parties have received evidence to their satisfaction that Gulfport Midstream has irrevocably waived in writing the Strike Force ROFR and the Strike Force Tag with respect to the Strike Force Holdings Contribution, if applicable.
 
Section 6.3                                     Conditions to the Obligations of EQM and EQM Gathering .  The obligations of EQM and EQM Gathering to consummate each Transaction contemplated by this Agreement shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the
 
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following conditions (unless a condition is otherwise indicated to apply only to a particular Transaction), any of which may be waived in writing by EQM (on behalf of itself and EQM Gathering) in its sole discretion:
 
(a)                                  Representations, Warranties and Covenants .  The representations and warranties of the EQT Parties contained in this Agreement or any Ancillary Agreement or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the Transactions contemplated hereby or thereby (except for those representations and warranties expressly relating to one or more Subject Interests, and the Transferred Assets relating thereto, to which the applicable Closing does not relate) shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Seller Material Adverse Effect, which representations and warranties shall be true in all respects) both when made and as of the applicable Closing Date, or in the case of representations and warranties that are made as of a specified date, such representations and warranties shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Seller Material Adverse Effect, which representations and warranties shall be true in all respects) as of such specified date. The EQT Parties shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing of such Transaction (except for those covenants expressly relating to one or more Subject Interests, and the Transferred Assets relating thereto, to which the applicable Closing does not relate).  EQM shall have received from EQT Corporation (on behalf of itself and Rice Midstream) a certificate to the effect set forth in the preceding sentences, signed by a duly authorized officer of EQT Corporation.
 
(b)                                  Ancillary Agreements .  EQM shall have received an executed counterpart of each of the Ancillary Agreements relating to the applicable Transaction, signed by each party thereto other than EQM and its Subsidiaries.
 
(c)                                   No Seller Material Adverse Effect .  There shall not have occurred any change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Seller Material Adverse Effect with respect to the Subject Company to which the applicable Closing relates.  EQM shall have received from EQT Corporation a certificate to such effect, signed by a duly authorized officer of EQT Corporation.
 
(d)                                  FIRPTA Affidavit .  EQM shall have received from Rice Midstream an affidavit of Rice Midstream (or its regarded owner) substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B) demonstrating non-foreign status with respect to such Transaction meeting the requirements of Sections 1445 and 1446 of the Code.
 
Section 6.4                                     Effect of Waiver of Conditions .  In the event a Party waives a condition in this Article VI with respect to the Closing of a Transaction, such waiver shall not be deemed to be a waiver of any condition with respect to any other Transaction.
 
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ARTICLE VII
TERMINATION
 
Section 7.1                                     Termination .  This Agreement may be terminated, with respect to a particular Transaction, at any time prior to the Closing of the Transaction to be consummated pursuant to this Agreement and the Ancillary Agreement(s) with respect to the applicable Subject Interests:
 
(a)                                  by mutual written consent of the EQT Parties, EQM and EQM Gathering;
 
(b)                                  (i) with respect to such applicable Subject Interests, by EQM, if an EQT Party breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement or any Ancillary Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.3(a) , (B) cannot be or has not been cured within 15 days following delivery of written notice of such breach or failure to perform and (C) has not been waived by EQM or (ii) with respect to such applicable Subject Interests, by an EQT Party, if EQM or EQM Gathering breaches or fails to perform in any respect any of its representations, warranties or covenants contained in this Agreement or any Ancillary Agreement and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) , (B) cannot be or has not been cured within 15 days following delivery of written notice of such breach or failure to perform and (C) has not been waived by Rice Midstream;
 
(c)                                   (i) with respect to such applicable Subject Interests, by EQM, if any of the conditions set forth in Section 6.1 or Section 6.3 shall have become incapable of fulfillment prior to December 31, 2018 (the “ Outside Date ”) or (ii) with respect to such applicable Subject Interests, by an EQT Party if any of the conditions set forth in Section 6.1 or Section 6.2 shall have become incapable of fulfillment prior to the Outside Date; provided that the right to terminate this Agreement pursuant to this Section 7.1(c)  shall not be available if the failure of the party so requesting termination to fulfill any obligation under this Agreement shall have been the cause of the failure of such condition to be satisfied on or prior to such date;
 
(d)                                  with respect to such applicable Subject Interests, by any of EQM, EQM Gathering or an EQT Party in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; provided, that such EQT Party (if such EQT Party is so requesting termination) or EQM and EQM Gathering (if EQM or EQM Gathering is so requesting termination), as the case may be, shall have used their commercially reasonable efforts, in accordance with Section 5.5 , to have such order, decree, ruling or other action vacated; or
 
(e)                                   with respect to each applicable Subject Interest, by an EQT Party if the MLP Merger Agreement is terminated in accordance with its terms.
 
The party hereto seeking to terminate this Agreement with respect to a particular Transaction pursuant to this Section 7.1 (other than Section 7.1(a) ) shall give prompt written notice of such termination to the other party.
 
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Section 7.2                                     Effect of Termination .   In the event of termination of this Agreement, with respect to a particular Transaction, as provided in Section 7.1 , this Agreement, with respect to such applicable Transaction, shall forthwith become void and there shall be no liability on the part of any party to this Agreement with respect to such Transaction, except (a) EQT Corporation may have liability as provided in Section 7.3 and (b) with respect to the provisions of Section 3.8 and Section 4.17 relating to broker’s fees and finder’s fees, Section 5.4 relating to confidentiality, Section 5.6 relating to public announcements, Section 9.1 relating to fees and expenses, Section 9.5 relating to notices, Section 9.9 relating to governing law, Section 9.14 relating to waiver of jury trial, Section 9.18 relating to no presumption against drafting party, and this Section 7.2 ).
 
Section 7.3                                     Expense Reimbursement .
 
(a)                                  In the event that this Agreement is terminated with respect to a particular Transaction by an EQT Party pursuant to Section 7.1(e) , then EQT Corporation shall pay to EQM, within two Business Days after such termination, a cash amount equal to the actual, documented out-of-pocket costs and expenses paid by EQM in connection with the negotiation, execution and performance of this Agreement with respect to such Transaction (without duplication for the other Transaction), such amount not to exceed $7,500,000 in the aggregate (each, as applicable, an “ Expense Reimbursement ”).
 
(b)                                  Any payment of an Expense Reimbursement shall be made in cash by wire transfer of same day funds to an account designated in writing by EQM. In no event shall EQM be entitled to receive more than one payment of the Expense Reimbursement for a particular Transaction.
 
ARTICLE VIII
INDEMNIFICATION
 
Section 8.1                                     Indemnification .
 
(a)                                  Indemnification by EQT Corporation .  EQT Corporation shall indemnify, defend and hold harmless EQM from any and all Adverse Consequences (whether or not arising from third-party claims) incurred by EQM, its Subsidiaries (including EQM Gathering, Rice West Virginia, Rice Olympus and Strike Force Holdings) and their respective officers, directors, employees, consultants and agents (the “ EQM Protected Parties ”), as a result of, or with respect to (i) any breach of any representation or warranty of the EQT Parties set forth in this Agreement (provided that any Adverse Consequences arising out of any breach of a representation or warranty shall be determined without giving effect to any “materiality,” “Seller Material Adverse Effect” and similar qualifiers), (ii) any breach of any covenant or agreement of an EQT Party contained in this Agreement, or (iii) any Taxes for which Rice Midstream is liable under Section 5.8 .
 
(b)                                  Indemnification by EQM .  EQM shall indemnify, defend and hold harmless the EQT Parties from any and all Adverse Consequences (whether or not arising from third-party claims) incurred by an EQT Party, its Affiliates (other than EQM and its Subsidiaries, including EQM Gathering, Rice West Virginia, Rice Olympus and Strike Force Holdings) and their
 
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respective officers, directors, employees, consultants and agents (the “ EQT Protected Parties ”), as a result of, or with respect to (i) any breach of any representation or warranty of EQM or EQM Gathering set forth in this Agreement (provided that any Adverse Consequences arising out of any breach of a representation or warranty shall be determined without giving effect to any “materiality,” “EQM Material Adverse Effect” and similar qualifiers), (ii) any breach of any covenant or agreement of EQM or EQM Gathering, or (iii) any Taxes for which EQM is liable under Section 5.8.
 
Section 8.2                                     Limitations Regarding Indemnification .
 
(a)                                  The indemnification obligations (i) set forth in Section 8.1(a)(i)  and (ii)  and Section 8.1(b)(i)  and (ii)  shall terminate on the 18-month anniversary of the applicable Closing Date except as otherwise provided in Section 8.2(a)(iii)  below, (ii) set forth in Section 8.1(a)(iii)  and Section 8.1(b)(iii)  shall terminate on the 60 th  day after the termination of the applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9 (Capitalization; Title to Subject Interests), Section 4.10 (Title to Real Property) or Section 4.11 (Title to Personal Property; Condition of Assets) (such breach under any such Section, a “ Title Representation Breach ”) shall terminate on the third anniversary of the applicable Closing Date; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 8.2(a)  if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “ Indemnified Party ”) to the party from which indemnification is sought (the “ Indemnifying Party ”) prior to such time.
 
(b)                                  The aggregate liability of EQT Corporation under Section 8.1(a)(i)  other than for liability arising from a Title Representation Breach, or Section 4.1 (Organization), Section 4.2 (Authority and Approval), and Section 4.17 (Brokers), shall not exceed 15% of the Cash Amount.  The aggregate liability of EQT Corporation under Section 8.1(a)(i)  for Title Representation Breaches, or arising from  Section 4.1 (Organization), Section 4.2 (Authority and Approval), and Section 4.17 (Brokers) shall not exceed the Cash Amount.
 
(c)                                   The aggregate liability of EQM under ‎ Section 8.1(b)(i)  other than for liability arising from Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.3 (Common Units) and Section 3.8 (Brokers), shall not exceed 15% of the Cash Amount. The aggregate liability of EQM under ‎ Section 8.1(b)(i)  arising from Section 3.1 (Organization), Section 3.2 (Authority and Approval), Section 3.3 (Common Units) and Section 3.8 (Brokers) shall not exceed the Cash Amount
 
(d)                                  No claims may be made against EQT Corporation for indemnification pursuant to Section 8.1(a)(i)  unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Corporation shall be liable for the full amount of such claims in excess of $250,000, subject to the limitations of Section 8.2(b) .
 
(e)                                   No claims may be made against EQM for indemnification pursuant to Section 8.1(b)(i)  unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by
 
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the EQT Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such claims in excess of $250,000.
 
(f)                                    In no event shall EQT Corporation be obligated to the EQM Protected Parties under Section 8.1(a)  for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, such correlative benefit to be net of any incremental insurance premium or Tax that becomes due and payable by the EQM Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQM Protected Parties from third persons.
 
(g)                                   In no event shall EQM be obligated to the EQT Protected Parties under ‎ Section 8.1(b)  for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQT Protected Parties, such correlative benefit to be net of any incremental insurance premium or Tax that becomes due and payable by the EQT Protected Parties as a result of such claim, or (ii) any amounts are recovered by the EQT Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution, conveyance or otherwise) to the EQT Protected Parties after the applicable Effective Date for any Adverse Consequences owed by EQT Corporation prior to the applicable Effective Date.
 
Section 8.3                                     Indemnification Procedures .
 
(a)                                  The Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under this Article VIII , it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim.  Notwithstanding anything in this Article VIII to the contrary, a delay by the Indemnified Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article VIII , except to the extent that such failure shall have caused actual prejudice to the Indemnifying Party’s ability to defend against the applicable claim.
 
(b)                                  The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article VIII , including, without limitation, the selection of counsel, the determination of whether to appeal any decision of any court and the settlement of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party (with the concurrence of the Conflicts Committee in the case of the EQM Protected Parties to the extent prior to a Spin-Off Transaction) unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be, and does not include any admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party.
 
(c)                                   The Indemnified Party agrees to cooperate fully with the Indemnifying Party with respect to all aspects of the defense of any claims covered by the indemnification under this Article VIII , including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making
 
48 

 
available to the Indemnifying Party, at no cost to the Indemnifying Party, of any employees of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use commercially reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 8.3 . In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article VIII ; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense. In addition, in no event shall an EQM Protected Party be required to file a claim against any of the other EQM Protected Parties in order seek indemnification under Section 8.1(a) .
 
(d)                                  The date on which the Indemnifying Party receives notification of a claim for indemnification shall determine whether such claim is timely made.
 
(e)                                   NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT EXCEPT TO THE EXTENT RECOVERED IN A CLAIM BY A THIRD PARTY.
 
ARTICLE IX
GENERAL PROVISIONS
 
Section 9.1                                     Fees and Expenses .  Except as otherwise provided herein and regardless of whether the transactions contemplated hereby are consummated, each party shall pay its own expenses incident to this Agreement and all action taken in preparation for carrying this Agreement into effect.
 
Section 9.2                                     Amendment and Modification .  This Agreement may be amended, modified or supplemented by the parties at any time. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing, signed on behalf of each of the parties at the time of the amendment, modification or supplement, and, to the extent prior to a Spin-Off Transaction, after the Conflicts Committee has approved such amendment, modification or supplement, as applicable.
 
Section 9.3                                     Extension .  At any time prior to the applicable Closing Date, the parties may, to the extent permitted by Applicable Law, extend the time for the performance of any of the obligations or other acts of the parties. Any agreement on the part of a party to any such extension shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party, and, if an EQM Party is granting the extension and
 
49 

 
such extension is requested prior to a Spin-Off Transaction, after the Conflicts Committee has approved such extension.
 
Section 9.4                                     Waiver .  At any time prior to the applicable Closing Date, the parties may, to the extent permitted by Applicable Law, (a) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or any document delivered pursuant hereto or (b) subject to Applicable Law, waive compliance with any of the agreements or conditions of the other parties contained herein. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party, and, if an EQM Party is granting the waiver and such waiver is requested prior to a Spin-Off Transaction, after the Conflicts Committee has approved such waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.
 
Section 9.5                                     Notices .  Any notice, request, instruction, correspondence or other document to be given hereunder by any party hereto to another party hereto (herein collectively called “ Notice ”) shall be in writing and delivered in person or by courier service requiring acknowledgment of receipt of delivery or by telecopier, as follows:

(a)	if to Rice Midstream or EQT Corporation to:	
 	 	
 	c/o EQT Corporation	
 	625 Liberty Avenue, Suite 1700	
 	Pittsburgh, PA 15222	
 	Attention: General Counsel	
 	Facsimile: 412-553-5970	
 	 	
 	with a copy (which shall not constitute notice) to:	
 	 	
 	Baker Botts L.L.P.	
 	30 Rockefeller Plaza	
 	New York, NY 10112	
 	Attention: Michael L. Bengtson	
 	Facsimile: 212-259-2504	
 	 	
(b)	if to EQM or EQM Gathering, to:
 	
 	EQT Midstream Partners, LP	
 	c/o EQT Midstream Services, LLC	
 	625 Liberty Avenue, Suite 1700	
 	Pittsburgh, PA 15222	
 	Attention: Chief Financial Officer	
 	Facsimile: 412-553-5842	
 
50 

 

 	and with a copy (which shall not constitute notice) to:	
 	 	
 	Richards, Layton & Finger, P.A.	
 	920 North King Street	
 	Wilmington, DE 19801	
 	Attention: Srinivas M. Raju	
 	Facsimile: 302-651-7701	
 	 	
 	and, if prior to a Spin-Off Transaction, with a copy (which shall not constitute notice) to:	
 	 	
 	EQT Midstream Partners, LP	
 	625 Liberty Avenue, Suite 1700	
 	Pittsburgh, PA 15222	
 	Attention: Conflicts Committee Chair c/o Corporate Secretary	
 	Facsimile: 412-553-7781	
 
Notice given by personal delivery or courier service shall be effective upon actual receipt.  Notice given by telecopier shall be confirmed by appropriate answer back and shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours.  Any party may change any address to which Notice is to be given to it by giving Notice as provided above of such change of address.
 
Section 9.6                                     Interpretation .  When a reference is made in this Agreement to a Section, Article or Exhibit such reference shall be to a Section, Article or Exhibit of this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement or in any Exhibit are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  All words used in this Agreement will be construed to be of such gender or number as the circumstances require.  Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning as defined in this Agreement.  All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein.  The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified.
 
Section 9.7                                     Entire Agreement .  This Agreement (including the Exhibits and Schedules hereto), the Ancillary Agreements and any other agreements entered into contemporaneously with the execution and delivery of this Agreement or any Closing constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.  Notwithstanding any oral agreement or course of action of the parties or their Representatives to the contrary, no party to this Agreement shall be under any legal obligation to enter into or complete the transactions contemplated hereby unless and until this Agreement shall have been executed and delivered by each of the parties.
 
51 

 
Section 9.8                                     No Third-Party Beneficiaries .  Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns, the Conflicts Committee and the EQM Protected Parties and the EQT Protected Parties (solely as provided for in Section 8.1 ), any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.
 
Section 9.9                                     Governing Law .
 
(a)                                  This Agreement shall be construed and enforced in accordance with the Applicable Law of the Commonwealth of Pennsylvania without giving effect to the choice of law principles thereof.  Each party consents to personal jurisdiction in any action brought in any court, federal or state, within the Commonwealth of Pennsylvania having subject matter jurisdiction arising under this Agreement, and each of the parties hereto agrees that any action instituted by either of them against the other with respect to this Agreement will be instituted exclusively in a court, federal or state, within the Commonwealth of Pennsylvania.
 
(b)                                  Each party to this Agreement waives, to the fullest extent permitted by Applicable Law, any right it may have to receive damages from any other party based on any theory of liability for any special, incidental, indirect, consequential (including lost profits), exemplary or punitive damages (except to the extent that any such damages are included in indemnifiable losses resulting from a third-party claim in accordance with this Agreement).
 
Section 9.10                              Assignment; Successors .  Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of EQM (in the case of an assignment by Rice Midstream or EQT Corporation) or EQT Corporation (in the case of an assignment by EQM or EQM Gathering), and any such assignment without such prior written consent shall be null and void; provided, however, that no assignment shall limit the assignor’s obligations hereunder.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
 
Section 9.11                              Enforcement .  The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  Accordingly, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal court in the Commonwealth of Pennsylvania, this being in addition to any other remedy to which such party is entitled at law or in equity.  Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.
 
Section 9.12                              Currency .  All references to “ dollars ” or “ $ ” or “ US$ ” in this Agreement or any Ancillary Agreement refer to United States dollars, which is the currency used for all purposes in this Agreement and any Ancillary Agreement.
 
52 

 
Section 9.13                              Severability .  Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under Applicable Law.  In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability, and the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.  Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.
 
Section 9.14                              Waiver of Jury Trial .  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
 
Section 9.15                              Counterparts .  This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
 
Section 9.16                              Electronic Signature .  This Agreement may be executed by facsimile, portable document format (.pdf) or similar technology signature, and such signature shall constitute an original for all purposes.
 
Section 9.17                              Time of Essence .  Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.
 
Section 9.18                              No Presumption Against Drafting Party .  Each of EQT Corporation, Rice Midstream, EQM, and EQM Gathering acknowledges that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement.  Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.
 
Section 9.19                              Further Assurances . From and after the applicable Closing, each of the parties shall cooperate and use their respective commercially reasonable efforts to take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to make effective each Transaction contemplated by this Agreement and the Ancillary Agreements, including the execution of any additional assignment or similar documents or instruments of transfer of any kind, the obtaining of consents which may be reasonably necessary or appropriate to carry out any of the provisions hereof and the taking of all such other actions as any party may reasonably be requested to take by another party from to time to time, consistent with the terms of this Agreement or the Ancillary Agreements, in order to effectuate the
 
53 

 
provisions and purposes of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby.
 
[The remainder of this page is intentionally left blank.]
 
54 

 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.

 	EQT CORPORATION	

 	By:	/s/ Robert J. McNally	
 	Name:	Robert J. McNally	
 	Title:	Senior Vice President and Chief Financial Officer	
 	 	
 	RICE MIDSTREAM HOLDINGS LLC	

 	By:	/s/ Jeremiah J. Ashcroft III	
 	Name:	Jeremiah J. Ashcroft III	
 	Title:	President	
 
Signature Page to Contribution and Sale Agreement
(Project Redhawk)

 

 	EQT MIDSTREAM PARTNERS, LP	 	

 	By:	EQT Midstream Services, LLC, its general partner	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	 	
 	Name:	Jeremiah J. Ashcroft III	 	
 	Title:	President and Chief Executive Officer	 	
 	 	 	
 	EQM GATHERING HOLDINGS, LLC	 	
 	 	 	
 	By:	/s/ Jeremiah J. Ashcroft III	 	
 	Name:	Jeremiah J. Ashcroft III	 	
 	Title:	President	 	

Signature Page to Contribution and Sale Agreement
(Project Redhawk)

 
EXHIBIT A-1
 
Rice Olympus Systems
 
[See Attached]
 
Exhibit A- 1 

 
EXHIBIT A-2
 
Rice Olympus Easements and Fee Interests
 
[See Attached]
 
Exhibit A- 2 

 
EXHIBIT A-3
 
Rice Olympus Contracts
 
[See Attached]
 
Exhibit A- 3 

 
EXHIBIT B-1
 
Rice West Virginia Easements and Fee Interests
 
[See Attached]
 
Exhibit B- 1 

 
EXHIBIT C-1
 
Strike Force Systems
 
[See Attached]
 
Exhibit C- 1 

 
EXHIBIT C-2
 
Strike Force Easements and Fee Interests
 
[See Attached]
 
Exhibit C- 2 

 
EXHIBIT C-3
 
Strike Force Contracts
 
[See Attached]
 
Exhibit C- 3 

 
EXHIBIT D
 
Form of Assignment Agreement
 
[See Attached]

Exhibit 10.1 
 
EXECUTION VERSION

 
CUSIP Number: 26885CAG3
Term Loan CUSIP Number: 26885CAH1
 
$2,500,000,000
 
364-DAY TERM LOAN AGREEMENT
 
Dated as of April 25, 2018
 
among
 
EQT MIDSTREAM PARTNERS, LP ,
 as the Borrower,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Administrative Agent,
 
and
The Other Lenders Party Hereto

 
BANK OF AMERICA, N.A.
as
 Syndication Agent

 
DEUTSCHE BANK SECURITIES INC.
and
PNC BANK, NATIONAL ASSOCIATION
as
 Documentation Agents

 
WELLS FARGO SECURITIES, LLC,
DEUTSCHE BANK SECURITIES INC.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
and
PNC CAPITAL MARKETS LLC
as
Joint Lead Arrangers and Book Runner s

 

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1	
 	 	 	
1.01.	Defined Terms	1	
1.02.	Other Interpretive Provisions	23	
1.03.	Accounting Terms	24	
1.04.	Rounding	25	
1.05.	References to Agreements and Laws	25	
1.06.	Times of Day	25	
 	 	
ARTICLE II THE COMMITMENTS AND BORROWINGS	25	
 	 	 	
2.01.	The Loans	25	
2.02.	Borrowings, Conversions and Continuations of Loans	26	
2.03.	Reserved	27	
2.04.	Reserved	27	
2.05.	Prepayments	27	
2.06.	Termination or Reduction of Commitments	30	
2.07.	Repayment of Loans	30	
2.08.	Interest	30	
2.09.	Fees	30	
2.10.	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	31	
2.11.	Evidence of Debt	31	
2.12.	Payments Generally	31	
2.13.	Sharing of Payments	33	
2.14.	Reserved	34	
2.15.	Reserved	34	
2.16.	Defaulting Lenders	34	
 	 	
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	35	
 	 	 	
3.01.	Taxes	35	
3.02.	Illegality	39	
3.03.	Inability to Determine Rates	39	
3.04.	Increased Cost and Reduced Return; Capital Adequacy	40	
3.05.	Funding Losses	42	
3.06.	Mitigation Obligations; Designation of a Different Lending Office	42	
3.07.	Matters Applicable to all Requests for Compensation	42	
3.08.	Survival	42	
 	 	
ARTICLE IV CONDITIONS PRECEDENT TO CLOSING DATE AND TO CREDIT EXTENSIONS	43	
 	 	 	
4.01.	Conditions of Closing Date and Initial Credit Extension	43	
4.02.	Conditions to all Credit Extensions	44	
 	 	
ARTICLE V REPRESENTATIONS AND WARRANTIES	45	
 	 	 	
5.01.	Corporate Existence and Power	45	
5.02.	Corporate and Governmental Authorization; No Contravention	45	
5.03.	Binding Effect	45	

 

5.04.	Financial Information	45	
5.05.	Litigation	46	
5.06.	Reserved	46	
5.07.	Compliance with ERISA	46	
5.08.	Environmental Matters	46	
5.09.	Taxes	47	
5.10.	Subsidiaries	47	
5.11.	Regulatory Restrictions on Borrowing; Margin Regulations	47	
5.12.	Full Disclosure	47	
5.13.	Compliance with Laws	48	
5.14.	Material Contracts	48	
5.15.	Anti-Terrorism Laws	48	
5.16.	Reserved	48	
5.17.	Compliance with FCPA	48	
5.18.	Reserved	48	
5.19.	Solvency	48	
5.20.	EEA Financial Institutions	48	
 	 	
ARTICLE VI AFFIRMATIVE COVENANTS	49	
 	 	 	
6.01.	Information	49	
6.02.	Payment of Taxes	51	
6.03.	Maintenance of Property; Insurance	51	
6.04.	Conduct of Business and Maintenance of Existence	51	
6.05.	Compliance with Laws	52	
6.06.	Inspection of Property, Books and Records	52	
6.07.	Use of Proceeds	52	
6.08.	Governmental Approvals and Filings	52	
6.09.	Material Contracts	52	
6.10.	Reserved	53	
6.11.	Reserved	53	
6.12.	Anti-Money Laundering/International Trade Law Compliance	53	
 	 	
ARTICLE VII NEGATIVE COVENANTS	53	
 	 	 	
7.01.	Liens	53	
7.02.	Financial Covenant	55	
7.03.	Transactions with Affiliates	55	
7.04.	Restricted Payments	56	
7.05.	Mergers and Fundamental Changes	56	
7.06.	Change in Nature of Business	56	
7.07.	Use of Proceeds	56	
7.08.	Dispositions	57	
7.09.	Debt	57	
7.10.	Changes in Fiscal Year; Organization Documents	58	
 	 	
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	58	
 	 	 	
8.01.	Events of Default	58	
8.02.	Remedies Upon Event of Default	60	

 

8.03.	Application of Funds	60	
 	 	
ARTICLE IX ADMINISTRATIVE AGENT	61	
 	 	 	
9.01.	Appointment and Authorization of Administrative Agent	61	
9.02.	Rights as a Lender	61	
9.03.	Exculpatory Provisions	61	
9.04.	Reliance by Administrative Agent	62	
9.05.	Indemnification of Administrative Agent	62	
9.06.	Delegation of Duties	63	
9.07.	Resignation of Administrative Agent	63	
9.08.	Non-Reliance on Administrative Agent and Other Lenders	63	
9.09.	No Other Duties, Etc.	64	
9.10.	Administrative Agent May File Proofs of Claim	64	
 	 	
ARTICLE X MISCELLANEOUS	64	
 	 	 	
10.01.	Amendments, Etc.	64	
10.02.	Notices; Effectiveness; Electronic Communication	65	
10.03.	No Waiver; Cumulative Remedies	67	
10.04.	Attorney Costs, Expenses and Taxes	67	
10.05.	Indemnification; Damage Waiver	68	
10.06.	Payments Set Aside	69	
10.07.	Successors and Assigns	69	
10.08.	Confidentiality	73	
10.09.	Set-off	74	
10.10.	Interest Rate Limitation	74	
10.11.	Counterparts	74	
10.12.	Integration	75	
10.13.	Survival of Representations and Warranties	75	
10.14.	Severability	75	
10.15.	Reserved	75	
10.16.	Replacement of Lenders	75	
10.17.	Governing Law	76	
10.18.	No Advisory or Fiduciary Responsibility	76	
10.19.	Waiver of Right to Trial by Jury	77	
10.20.	USA PATRIOT Act Notice	77	
10.21.	Entire Agreement	78	
10.22.	No General Partner’s Liability for Facility	78	
10.23.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	78	
10.24.	Certain ERISA Matters	78	

 

SCHEDULES	 	
 	 	
2.01(a)	Loan Commitments and Pro Rata Shares	 	
5.10	Subsidiaries	 	
10.02	Administrative Agent’s Office, Certain Addresses for Notices	 	
 	 	 	
EXHIBITS	 	 	
 	 	
Form of	 	
 	 	 	
A	Loan Notice	 	
B	Note	 	
C	Compliance Certificate	 	
D	Assignment and Assumption	 	
E	[Deleted]	 	
F	[Deleted]	 	
G-1	U.S. Tax Compliance Certificate (Form 1)	 	
G-2	U.S. Tax Compliance Certificate (Form 2)	 	
G-3	U.S. Tax Compliance Certificate (Form 3)	 	
G-4	U.S. Tax Compliance Certificate (Form 4)	 	

 
364-DAY TERM LOAN AGREEMENT
 
This 364-DAY TERM LOAN AGREEMENT (“ Agreement ”) is entered into as of April 25, 2018, among EQT Midstream Partners, LP, a Delaware limited partnership (the “ Borrower ”), each lender from time to time party hereto, and Wells Fargo Bank, National Association, as Administrative Agent.
 
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 
ARTICLE I
 
DEFINITIONS AND ACCOUNTING TERMS
 
1.01.                      Defined Terms .  As used in this Agreement, the following terms shall have the meanings set forth below:
 
“ Acquisition ” by any Person, means (a) the acquisition by such Person, in a single transaction or in a series of related transactions, of property or assets (other than capital expenditures or acquisitions of inventory or supplies in the ordinary course of business) constituting a business unit or division of another Person or at least a majority of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Debt, securities or otherwise and (b) any Drop-Down Acquisition.
 
“ Administrative Agent ” means Wells Fargo in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
 
“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
 
“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
 
“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “ Controlling ” and “ Controlled ” have meanings correlative thereto.
 
“ Agent-Related Persons ” means each of the Administrative Agent, together with its respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
 
“ Aggregate Commitment ” means the sum of the Aggregate Drop-Down Commitment, Aggregate General Commitment and Aggregate RMP Commitment of all the Lenders.  As of the Closing Date, the Aggregate Commitment is $2,500,000,000.
 
“ Aggregate Drop-Down Commitment ” means the Drop-Down Commitments of all the Lenders , as may be adjusted from time to time pursuant to the terms hereof .  As of the Closing Date, the Aggregate Drop-Down Commitment is $1,000,000,000.

 
“ Aggregate General Commitment ” means the General Commitments of all the Lenders, as may be adjusted from time to time pursuant to the terms hereof.  As of the Closing Date, the Aggregate General Commitment is $1,200,000,000.
 
“ Aggregate RMP Commitment ” means the RMP Commitments of all the Lenders, as may be adjusted from time to time pursuant to the terms hereof.  As of the Closing Date, the Aggregate RMP Commitment is $300,000,000.
 
“ Agreement ” has the meaning specified in the introductory paragraph hereto.
 
“ Anti-Terrorism Laws ” shall mean any Laws applicable to the Borrower or its Subsidiaries relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws, all as amended, supplemented or replaced from time to time.
 
“ Applicable Rate ” means the percentages per annum set forth in the Pricing Grid below, based upon the Public Debt Ratings of the Borrower:
 
PRICING GRID

Pricing
Level	 	Public Debt Ratings
S&P/Moody’s/Fitch	 	Commitment
Fee	 	Eurodollar
Rate	 	Base
Rate	 	
1	 	BBB/Baa2/BBB or higher	 	0.15%	 	1.125%	 	0.125%	 	
2	 	BBB-/Baa3/BBB-	 	0.20%	 	1.375%	 	0.375%	 	
3	 	BB+/Ba1/BB+ or lower or unrated by S&P and Moody’s	 	0.25%	 	1.625%	 	0.625%	 	
 
“ Public Debt Ratings ” means a rating to be based on the Borrower’s long-term senior unsecured non-credit enhanced debt ratings established by S&P, Moody’s, and/or Fitch.  If at any time there is a Public Debt Rating issued by each Designated Rating Agency and such Public Debt Ratings differ, and (a) two Public Debt Ratings are equal to one another, then the pricing shall be based on such Public Debt Ratings that are equal or (b) no Public Debt Ratings are equal, the intermediate Public Debt Rating will apply.  In the event that the Borrower shall maintain Public Debt Ratings from only two of S&P, Moody’s, or Fitch, and there is a split in such Public Debt Ratings, (i) in the event of a single level split, the higher Public Debt Rating (i.e. the lower pricing) will apply and (ii) in the event of a multiple level split, the pricing will be based on the rating one level lower than the higher of the two.  If only one Public Debt Rating is available, it must be from S&P or Moody’s and such Public Debt Rating shall apply.  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 3. Each change in the Applicable Rate resulting from a publicly announced change in the Public Debt Ratings shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.
 
“ Approved Fund ” has the meaning specified in Section 10.07(h) .
 
“ Arranger ” means each of Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be
 
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transferred following the date of this Agreement), and PNC Capital Markets LLC in their capacity as joint lead arrangers and book runners.
 
“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
 
“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit D .
 
“ Attorney Costs ” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel.
 
“ Authorizations ” means all filings, recordings, and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates, and permits from, any Governmental Authority.
 
“ Availability Period ” means the period from and including the Closing Date to and including December 31, 2018.
 
“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
 
“ Bail-In Legislation ” means, 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
 
“ Base Rate ” means, for any day, a fluctuating per annum rate of interest equal to the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime commercial lending rate of the Administrative Agent, as established from time to time at its principal U.S. office (which such rate is an index or base rate and will not necessarily be its lowest or best rate charged to its customers or other banks), and (c) the Eurodollar Rate plus 1.0%.  Any change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the prime rate, the Federal Funds Rate or the Eurodollar Rate.
 
“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.  All Base Rate Loans shall be denominated in Dollars.
 
“ Benefit Arrangement ” means, at any time, an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.
 
“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 
“ Borrower ” has the meaning specified in the introductory paragraph hereto.
 
“Borrower Information ” has the meaning set forth in Section 5.12 .
 
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“ Borrower Materials ” has the meaning specified in Section 6.01 .
 
“ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Class and Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01 .  For the avoidance of doubt, no conversion or continuation of Loans hereunder shall be deemed to be a “Borrowing” of Loans under this Agreement.
 
“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York City or the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
 
“ Capital Lease ” means any lease of any property by the Borrower or any of its Subsidiaries, as lessee, that should, in accordance with GAAP (subject to Section 1.03(b) ), be classified and accounted for as a capital lease on a consolidated balance sheet of the Borrower and its Subsidiaries.
 
“ Capital Stock ” means shares of capital stock in a corporation, partnership interests in a partnership, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest (other than any debt security which by its terms is convertible at the option of the holder into Capital Stock, to the extent such holder has not so converted such debt security).
 
“ Cash Equivalents ” means, collectively, (a) marketable direct obligations issued or unconditionally Guaranteed by the United States or any agency thereof maturing within twelve (12) months from the date of acquisition thereof, (b) commercial paper maturing no more than one hundred eighty (180) days from the date of creation thereof and currently having the highest rating obtainable from either S&P or Moody’s, (c) certificates of deposit maturing no more than one hundred eighty (180) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by a nationally recognized rating agency; provided that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, (d) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder and (e) money market investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by reputable financial institutions having capital of at least $500,000,000 or having portfolio assets of at least $5,000,000,000 and the portfolios of which are limited to investments of the character described in the foregoing subdivisions (a) through (d).
 
“ Change in Law ” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives
 
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promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
 
“ Change of Control ” means (a) the failure of (i) the Borrower to own, directly or indirectly, 100% of the Capital Stock of Equitrans, L.P., (ii) EQT Corporation or a Permitted Transferee to own, directly or indirectly, a majority of the Voting Stock of the General Partner, or (iii) the General Partner to be the general partner of, and to Control, the Borrower, or (b) any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) other than, for the avoidance of doubt, EQT Corporation or its Subsidiaries, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than 35% of the voting power of the Voting Stock of a Permitted Transferee that owns, directly or indirectly, a majority of the Voting Stock of the General Partner.
 
“ Class ” (a) when used with respect to Commitments, refers to whether such Commitments are General Commitments, Drop-Down Commitments or RMP Commitments and (b) when used with respect to Loans, refers to whether such Loans are General Loans, Drop-Down Loans or RMP Loans.
 
“ Closing Date ” means April 25, 2018, which is the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of Section 4.01(f) , waived by the Person entitled to receive the applicable payment).
 
“ Code ” means the Internal Revenue Code of 1986, as amended.
 
“ Commercial Operation Date ” means the date on which a Qualified Project is substantially complete and commercially operable.
 
“ Commitment ” means, with respect to each Lender, such Lender’s General Commitment, Drop-Down Commitment and/or RMP Commitment as the context requires.
 
“ Compliance Certificate ” means a certificate substantially in the form of Exhibit C .
 
“ Consolidated Debt ” means, as of any date of determination, the Debt of the Borrower and its Subsidiaries (other than 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).
 
“ 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 related to execution and delivery of this Agreement (including, without limitation, financing fees and expenses) in an aggregate amount not to exceed $2,500,000 and (iv) depreciation and amortization expense plus (c) the amount of cash dividends and cash distributions actually received during 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 plus (d) the amount collected during the period from capital lease arrangements with affiliates to the extent not already recognized in Consolidated Net Income plus (e) non-cash long term compensation expenses minus (f) to the extent included in determining Consolidated Net Income for such period, other income and equity in earnings from unconsolidated subsidiaries of the
 
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Borrower minus (g) 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.
 
“ Consolidated Interest Charges ” means, for any period determined on a consolidated basis for the Borrower and its Subsidiaries, all interest expense (including, without limitation, interest expense attributable to Capital Leases and all net payment obligations pursuant to interest rate Swap Contracts) for such period, in accordance with GAAP.
 
“ Consolidated Leverage Ratio ” means, as of the last day of each fiscal quarter of the Borrower, the ratio of (a) Consolidated Debt on such day to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such day.
 
“ Consolidated Net Income ” means, for any period, the net income of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that Consolidated Net Income shall not include (a) extraordinary gains or extraordinary losses, (b) net gains and losses in respect of dispositions of assets other than in the ordinary course of business, (c) gains or losses attributable to write-ups or write-downs of assets, including hedging and derivative activities in the ordinary course of business and (d) the cumulative effect of a change in accounting principles, all as reported in the Borrower’s consolidated statement(s) of operations for the relevant period(s) prepared in accordance with GAAP.
 
“ 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, in accordance with GAAP.
 
“ 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 from EQT Corporation or any of its Subsidiaries, 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(b)  and 6.01(a)  and (b) , “Consolidated Subsidiaries” shall include such Designated Joint Venture if and to the extent required to be consolidated by GAAP; and provided further , that in such instances, the Borrower will provide such financial information for such Designated Joint Venture 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.
 
“ Control ” has the meaning specified in the definition of “Affiliate.”
 
“ Credit Extension ” means a Borrowing of General Loans, Drop-Down Loans or RMP Loans, as applicable.
 
“ Debt ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as Debt or liabilities in accordance with GAAP:
 
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(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;
 
(b)                                  the amount available to be drawn under all letters of credit (including standby and commercial) (other than letter of credit obligations relating to indebtedness included in Debt pursuant to another clause of this definition) and, without duplication, the unreimbursed amount of all drafts drawn thereunder;
 
(c)                                   all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);
 
(d)                                  debt (excluding prepaid interest thereon) 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;
 
(e)                                   Capital Leases;
 
(f)                                    to the extent required to be included on the Borrower’s consolidated balance sheet as debt or liabilities in accordance with GAAP, Synthetic Lease Obligations; and
 
(g)                                   all Guarantees of such Person in respect of any of the foregoing.
 
For all purposes hereof, the Debt of the Borrower shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or any Subsidiary of the Borrower is a general partner or a joint venturer ( provided , however , for the avoidance of doubt, as used in this sentence “joint venturer” shall not include a limited partner in a limited partnership), unless such Debt is expressly made non-recourse to the Borrower or Subsidiary, as applicable.
 
“ Debt Issuance ” means, without duplication, (i) the incurrence of any Debt for borrowed money by the Borrower or any of its Subsidiaries after the Closing Date, and (ii) the obtaining of commitments by lenders to make loans under any term loan facility entered into by the Borrower or any of its Subsidiaries after the Closing Date, upon the Borrower’s or such Subsidiary’s execution and delivery of a credit agreement for such term loan facility.
 
“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
 
“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
 
“ Default Rate ” means an interest rate equal to (a) the Eurodollar Rate for a one-month Interest Period plus (b) 2% per annum; provided , however , that with respect to any Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws.
 
“ Defaulting Lender ” means, subject to Section 2.16(b) , any Lender that (a) has failed to (i) fund all or any portion of the Loans required to be funded by it hereunder within two Business Days following
 
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the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder  within two Business Days following the date when due, (b) has notified the Borrower, the Administrative Agent, or any other Lender in writing or has made a public statement to the effect, that it does not intend to comply with its funding obligations hereunder (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or become the subject of a Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or Federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b) ) upon delivery of written notice of such determination to the Borrower and each Lender.
 
“ Designated Joint Venture ” means Mountain Valley Pipeline and, if so elected by the Borrower, (i) Strike Force, to the extent acquired by the Borrower or any Subsidiary, and (ii) with the prior written consent of the Administrative Agent, one or more of its non-wholly owned subsidiaries, whether owned on the Closing Date or created or acquired after the Closing Date (it being understood for the avoidance of doubt that if Strike Force shall become a wholly owned Subsidiary, the Borrower may elect to thereafter have such entity treated as a Subsidiary rather than as a Designated Joint Venture for all purposes under this Agreement).
 
“ Designated Rating Agency ” means S&P, Moody’s and/or Fitch.
 
“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by the Borrower or any Subsidiary (including the Capital Stock of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
 
“ Documentation Agents ” means Deutsche Bank Securities Inc. and PNC Bank, National Association.
 
“ Dollar ” and “ $ ” mean lawful money of the United States.
 
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“ Domestic ” means organized under the laws of any state of the United States.
 
“ Drop-Down Acquisition ” means the acquisition by the Borrower or one or more of its Subsidiaries, in a single transaction or in a series of related transactions, of property or assets from another Person (other than the Borrower or any of its Subsidiaries), so long as the property or assets being acquired is engaged or used (or intended to be used), as applicable, primarily in the midstream energy business.
 
“ Drop-Down Commitment ” means, (i) with respect to each Lender listed on Schedule 2.01(a), the amount set forth opposite such Lender’s name on such Schedule under the column headed “Drop-Down Commitments”, and (ii) with respect to any assignee which becomes a Lender pursuant to Section 10.07(b) , the amount of the transferor Lender’s Drop-Down Commitment assigned to it pursuant to Section 10.07(b) , in each case as such amount may be adjusted from time to time pursuant to this Agreement; provided that, if the context so requires, the term “Drop-Down Commitment” means the obligation of a Lender to extend credit up to such amount to the Borrower hereunder.
 
“ Drop-Down Loan ” means any loan made to the Borrower pursuant to Section 2.01(b).
 
“ Drop-Down Transaction ” means one or more Drop-Down Acquisitions of certain midstream assets located in Ohio and West Virginia from EQT Corporation and its subsidiaries for aggregate consideration of approximately $1.5 billion in cash and Capital Stock of the Borrower.
 
“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
 
“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
 
“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
 
“ Eligible Assignee ” has the meaning specified in Section 10.07(h) .
 
“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
 
“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Substances, (c) exposure to any Hazardous Substances, (d) the release or threatened release of any Hazardous Substances into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 
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“ EQGP ” means EQT GP Holdings, LP.
 
“ Equity Issuance ” means any issuance by the Borrower of Capital Stock to any Person that is not the Borrower or any Subsidiary thereof (including, without limitation, in connection with the exercise of options or warrants or the conversion of any debt securities to equity) in a public offering or private placement.  The term “Equity Issuance” shall not include (A) any Disposition, (B) any Debt Issuance, or (C) any issuance by the Borrower of Capital Stock to EQT Corporation pursuant to that certain Omnibus Agreement, dated as of July 2, 2012, among EQT Corporation, the Borrower and the General Partner, as in effect from time to time.
 
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.
 
“ ERISA Group ” means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.
 
“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
 
“ Eurodollar Rate ” means, subject to the implementation of a Replacement Rate in accordance with Section 3.03(b) :
 
(a)            with respect to any Eurodollar Rate Loan for the Interest Period applicable to such Eurodollar Rate Loan, the rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate for deposits in Dollars for a period equal to the applicable Interest Period which appears on Bloomberg Page BBAM1 (or any applicable successor page) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%), or, if for any reason such rate does not appear on Bloomberg Page BBAM1(or any applicable successor page), then a rate as shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period, by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage.  The Eurodollar Rate applicable to Eurodollar Rate Loans may also be expressed by the following formula:

Eurodollar Rate =	London interbank offered rate quoted by Bloomberg
or appropriate successor as shown on Bloomberg Page BBAM1	
 	1.00 - LIBOR Reserve Percentage	
 
(b)            with respect to any Base Rate Loan, the rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate for deposits in Dollars in minimum amounts of at least $5,000,000 for a period equal to one month (commencing on the date of determination of such interest rate) which appears on the Bloomberg Page BBAM1 (or any applicable successor page) at approximately 11:00 a.m. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day (rounded upward, if necessary,
 
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to the nearest 1/100th of 1%), or, if for any reason such rate does not appear on Bloomberg Page BBAM1 (or any applicable successor page), then a rate as shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one month commencing on such date of determination, by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. The Eurodollar Rate applicable to Base Rate Loans may also be expressed by the following formula:

Eurodollar Rate =	London interbank offered rate quoted by Bloomberg
or appropriate successor as shown on Bloomberg Page BBAM1	
 	1.00 - LIBOR Reserve Percentage	
 
The Eurodollar Rate shall be adjusted with respect to any Eurodollar Rate Loan that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as of such effective date.  The Administrative Agent shall give prompt notice to the Borrower of the Eurodollar Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.
 
If the Eurodollar Rate shall be less than zero (0), such rate shall be deemed to be zero (0) for all purposes of this Agreement.  Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 3.03(b) , in the event that a Replacement Rate with respect to the Eurodollar Rate is implemented then all references herein to the Eurodollar Rate shall be deemed references to such Replacement Rate.
 
“ Eurodollar Rate Loan ” means a Loan that bears interest at a rate of interest based on the Eurodollar Rate.
 
“ Event of Default ” has the meaning specified in Section 8.01 .
 
“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes (including, for the avoidance of doubt, the Pennsylvania capital stock and foreign franchise Tax) and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment or otherwise under a Loan Document pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or becomes a Lender hereunder (other than pursuant to an assignment request by the Borrower under Section 10.16 ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.01(b) , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(f) , (d) any U.S. Federal withholding Taxes imposed under FATCA and (e) any interest, fines, or penalties applicable to Taxes, and any additions to Tax, in each case that are owing by any Recipient as a result of such Recipient’s gross negligence or willful misconduct.
 
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“ Existing Credit Agreement ” means that certain Second Amended and Restated Credit Agreement dated as of July 31, 2017 among the Borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, as amended, amended and restated, supplemented or otherwise modified and in effect from time to time.
 
“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
 
“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the average of the quotation for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.
 
“ Fee Letters ” means, collectively, (i) the letter agreement, dated April 11, 2018 among the Borrower, Wells Fargo Securities, LLC and Wells Fargo and (ii) the letter agreement, dated April 25, 2018 among the Borrower, Bank of America, N.A. and Merrill Lynch Pierce Fenner & Smith Incorporated.
 
“ Fitch ” means Fitch Ratings Inc. and any successor thereto.
 
“ Foreign Lender ” means a Lender that is not a U.S. Person.
 
“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.
 
“ Fund ” has the meaning specified in Section 10.07(h) .
 
“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
 
“ General Commitment ” means, (i) with respect to each Lender listed on Schedule 2.01(a), the amount set forth opposite such Lender’s name on such Schedule under the column headed “General Commitments”, and (ii) with respect to any assignee which becomes a Lender pursuant to Section 10.07(b) , the amount of the transferor Lender’s General Commitment assigned to it pursuant to Section 10.07(b) , in each case as such amount may be adjusted from time to time pursuant to this Agreement; provided that, if the context so requires, the term “General Commitment” means the obligation of a Lender to extend credit up to such amount to the Borrower hereunder.
 
“ General Loan ” means any loan made to the Borrower pursuant to Section 2.01(a).
 
“ General Partner ” means EQT Midstream Services, LLC, a Delaware limited liability company (including any permitted successors and assigns under the Partnership Agreement) or any other Person
 
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that becomes the general partner of the Borrower so long as such Person is a Subsidiary of EQT Corporation or of a Permitted Transferee.
 
“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
 
“ Guarantee ” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.
 
“ Hazardous Substances ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
 
“ Indemnified Liabilities ” has the meaning set forth in Section 10.05(a) .
 
“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
 
“ Indemnitees ” has the meaning set forth in Section 10.05(a) .
 
“ Information ” has the meaning set forth in Section 10.08 .
 
“ Insurance and Condemnation Event ” means the receipt by Borrower or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property.
 
“ Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any
 
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Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.
 
“ Interest Period ” means, with respect to any Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or such other periods as agreed to by all of the relevant Lenders, as selected by the Borrower in its Loan Notice; provided that:
 
(i)            any Interest Period applicable to any Eurodollar Rate Loan which would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;
 
(ii)           any Interest Period applicable to any Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to the provisions of clause (i) above, end on the last Business Day of the calendar month at the end of such Interest Period; and
 
(iii)          no Interest Period shall extend beyond the Maturity Date.
 
“ Investment Grade Rating ” means (a) a BBB- rating or higher from S&P, (b) a Baa3 rating or higher from Moody’s or (c) a BBB- rating or higher from Fitch.
 
“ IRS ” means the United States Internal Revenue Service.
 
“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
 
“ Lenders ” means the Persons listed on Schedule 2.01(a) and any other Person that shall have become a Lender hereunder pursuant to an Assignment and Assumption or other documentation contemplated hereby, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby.
 
“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
 
“ LIBOR Reserve Percentage ” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the FRB (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.
 
“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title
 
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retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).
 
“ Loan Documents ” means this Agreement, each Note, and the Fee Letters.
 
“ Loan Notice ” means a notice of (a) a Borrowing of Loans, (b) a conversion of Loans from one Type to the other or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A .
 
“ Loans ” means a collective reference to the General Loans, the Drop-Down Loans and the RMP Loans, and “Loan” means any of such Loans.
 
“ Master Agreement ” has the meaning set forth in the definition of Swap Contract.
 
“ Material Adverse Effect ” means (a) a material adverse change in the operations, business or financial condition of the Borrower and its Consolidated Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.
 
“ Material Debt ” means Debt (other than the Loans) of the Borrower and one or more Subsidiaries, arising in one or more related or unrelated transactions, in an aggregate principal or face amount exceeding $25,000,000.
 
“ Material Disposition ” means the Disposition by any Person, in a single transaction or in a series of related transactions, of either (a) property or assets constituting a business unit or division of such Person to another Person or (b) a majority or greater of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent of a Subsidiary of such Person to another Person, in each case whether or not involving a merger or consolidation with such other Person.
 
“ Material Plan ” means, at any time, a Plan or Plans having aggregate Unfunded Liabilities in excess of $25,000,000.
 
“ 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 consolidated Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP as of the end of the most recent fiscal year.
 
“ Maturity Date ” means the earlier of (a) the Stated Maturity Date and (b) the effective date of any other termination or cancellation of all outstanding Commitments and acceleration of all outstanding Loans made under this Agreement.
 
“ Maximum Rate ” has the meaning specified in Section 10.10 .
 
“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.
 
“ Mountain Valley Pipeline ” means, collectively, Mountain Valley Pipeline, LLC, a Delaware limited liability company, any successor thereof and any Subsidiary thereof.
 
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“ Multiemployer Plan ” means, at any time, an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions, or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.
 
“ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including the Borrower or any member of the ERISA Group) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
 
“ Net Cash Proceeds ” means, as applicable, (a) with respect to any Disposition or Insurance and Condemnation Event, the gross proceeds actually received by the Borrower or any of its Subsidiaries therefrom (including any cash, Cash Equivalents, deferred payment pursuant to, or by monetization of, a note receivable or otherwise, as and when received but specifically excluding any proceeds from an Insurance and Condemnation Event that are to be used to fund the restoration or replacement of the property that was subject to such Insurance and Condemnation Event within one hundred and eighty days of such Insurance and Condemnation Event) after the Closing Date less the sum of (i) all Taxes assessed by, or reasonably estimated to be payable to, a Governmental Authority as a result of such transaction, (ii) all out-of-pocket fees and expenses incurred in connection with such transaction or event and (iii) the principal amount of, premium, if any, and interest on any Debt secured by a Lien on the asset (or a portion thereof) Disposed of, which Debt is required to be repaid in connection with such transaction or event, and (b) with respect to any Equity Issuance or Debt Issuance, the gross cash proceeds actually received by the Borrower or any of its Subsidiaries therefrom after the Closing Date less all out-of-pocket underwriting discounts and commissions and other fees and expenses incurred in connection therewith.
 
“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of each Lender or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.
 
“ Non-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.
 
“ Note ” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B .
 
“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any the Borrower or any Affiliate of the Borrower of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
 
“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
 
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“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient (or an agent or affiliate thereof) and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
 
“ Other Taxes ” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document except (i) any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 10.16 ) and (ii) any interest, fines, or penalties applicable to Taxes, and any additions to Tax, in each case that are owing by any Recipient as a result of such Recipient’s gross negligence or willful misconduct.
 
“ Outstanding Amount ” means, on any date, the aggregate outstanding principal amount of Loans after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.
 
“ Participant ” has the meaning specified in Section 10.07(d) .
 
“ Participant Register ” has the meaning specified in Section 10.07(d) .
 
“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of EQT Midstream Partners, LP dated as of July 2, 2012 among the General Partner and EQT Midstream Investments, LLC, a Delaware limited liability company, as amended through the Closing Date and as further modified from time to time in a manner not prohibited by this Agreement.
 
“ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.
 
“ Pension Act ” means the Pension Protection Act of 2006.
 
“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
 
“ Pension Plan ” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any member of the ERISA Group and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
 
“ Permitted Transferee ” means a Subsidiary of EQT Corporation all or part of the equity interests in which are distributed or otherwise transferred, directly or indirectly, to the holders of one or more classes of EQT Corporation’s capital stock.
 
“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
 
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“ Plan ” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.
 
“ Platform ” has the meaning set forth in Section 6.01 .
 
“ Pro Rata Share ” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the sum of (x) such Lender’s Commitment at such time (as adjusted from time to time in accordance with the provisions of this Agreement) and (y) such Lender’s aggregate outstanding Loans at such time, and the denominator of which is the sum of (x) the Aggregate Commitment at such time and (y) the aggregate outstanding Loans of all Lenders at such time.  When a Defaulting Lender shall exist, “Pro Rata Share” shall be calculated without including any Defaulting Lender’s Commitment or Loans.  The initial Pro Rata Shares of each Lender are set forth opposite the name of such Lender on Schedule 2.01(a)  or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
 
“ PTE ” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
 
“ Public Debt Ratings ” has the meaning set forth in the definition of “Applicable Rate.”
 
“ Public Lender ” has the meaning specified in Section 6.01 .
 
“ Qualified Acquisition ” means 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.
 
“ Qualified Project ” means the construction or expansion of any capital project of the Borrower or any of its Subsidiaries, the aggregate capital cost of which exceeds $10,000,000.
 
“ Qualified Project EBITDA Adjustments ” shall mean, with respect to each Qualified Project:
 
(a)            prior to the Commercial Operation Date of a Qualified Project (but including the fiscal quarter in which such Commercial Operation Date occurs), a percentage (based on the then-current completion percentage of such Qualified Project) of an amount to be approved by the Administrative Agent as the projected Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Project for the first 12-month period following the scheduled Commercial Operation Date of such Qualified Project (such amount to be determined based on customer commitments and related contracts in connection with such Qualified Project, the creditworthiness of the other parties to such contracts, and projected revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date and other reasonable factors deemed appropriate by the Administrative Agent), which may, at the Borrower’s option, be added to actual Consolidated EBITDA for the Borrower and its Subsidiaries for the fiscal quarter in which construction of such Qualified Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Qualified Project (including the fiscal quarter in which such Commercial Operation Date occurs, but net of any actual Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Project following such Commercial Operation Date); provided that if the actual Commercial Operation Date does
 
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not occur by the scheduled Commercial Operation Date, then the foregoing amount shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after its actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, and (iv) longer than 270 days, 100%; and
 
(b)            thereafter, actual Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Project for each full fiscal quarter after the Commercial Operation Date, plus the amount approved by Administrative Agent pursuant to Part (a) above as the projected Consolidated EBITDA of Borrower and its Subsidiaries attributable to such Qualified Project for the fiscal quarters constituting the balance of the full four fiscal quarter period following such Commercial Operation Date; provided, in the event the actual Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Project for any full fiscal quarter after the Commercial Operation Date shall materially differ from the projected Consolidated EBITDA approved by Administrative Agent pursuant to Part (a) above for such fiscal quarter, the projected Consolidated EBITDA of Borrower and its Subsidiaries attributable to such Qualified Project for any remaining fiscal quarters included in the foregoing calculation shall be redetermined in the same manner as set forth in Part (a) above, such amount to be approved by the Administrative Agent, which may, at the Borrower’s option, be added to actual Consolidated EBITDA for the Borrower and its Subsidiaries for such fiscal quarters.
 
Notwithstanding the foregoing, no such additions shall be allowed with respect to any Qualified Project unless:
 
(1)           not later than 30 days prior to the delivery of any certificate required by the terms and provisions of Section 6.01(c)  to the extent Qualified Project EBITDA Adjustments will be made to Consolidated EBITDA in determining compliance with Section 7.02 , the Borrower shall have delivered to the Administrative Agent written pro forma projections of Consolidated EBITDA of the Borrower and its Subsidiaries attributable to such Qualified Project; and
 
(2)           prior to the date such certificate is required to be delivered, the Administrative Agent shall have approved (such approval not to be unreasonably withheld) such projections and shall have received such other information and documentation as the Administrative Agent may reasonably request, all in form and substance satisfactory to the Administrative Agent, and the aggregate amount of all Qualified Project EBITDA Adjustments during any period shall be limited to 20% of the total actual Consolidated EBITDA of the Borrower and its Subsidiaries for such period (which total actual Consolidated EBITDA shall be determined without including any Qualified Project EBITDA Adjustments).
 
“ Recipient ” means the Administrative Agent or any Lender, as applicable.
 
“ Register ” has the meaning set forth in Section 10.07(c) .
 
“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.
 
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“ Replacement Rate ” has the meaning assigned thereto in Section 3.03(b) .
 
“ Reportable Compliance Event ” shall mean that the Borrower, any of its Subsidiaries, or any Senior Officer or director of the Borrower or any of its Subsidiaries becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.
 
“ Request for Credit Extension ” means with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice.
 
“ Required Lenders ” means, as of any date of determination, Lenders having greater than 50% of the sum of (i) the Aggregate Commitments and (ii) the aggregate outstanding Loans; provided that the Commitment of, and the portion of the Commitments and Loans held or deemed held by any Defaulting Lender, shall be excluded for purposes of making a determination of Required Lenders.
 
“ Responsible Officer ” means, with respect to any Person, the chief executive officer, president, executive vice president, senior vice president, chief financial officer, principal accounting officer, secretary, treasurer or assistant treasurer of such Person.  Any document delivered hereunder that is signed by a Responsible Officer of the General Partner, on behalf of the Borrower, shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.
 
“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to Capital Stock of the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock or on account of any return of capital to the Borrower’s partners, members or stockholders (or the equivalent Person thereof), or any setting apart of funds or assets for any of the foregoing.
 
“ RMP ” means Rice Midstream Partners LP, a Delaware limited partnership, and its successors.
 
“ RMP Commitment ” means,  (i) with respect to each Lender listed on Schedule 2.01(a), the amount set forth opposite such Lender’s name on such Schedule under the column headed “RMP Commitments”, and (ii) with respect to any assignee which becomes a Lender pursuant to Section 10.07(b) , the amount of the transferor Lender’s RMP Commitment assigned to it pursuant to Section 10.07(b) , in each case as such amount may be adjusted from time to time pursuant to this Agreement; provided that, if the context so requires, the term “RMP Commitment” means the obligation of a Lender to extend credit up to such amount to the Borrower hereunder.
 
“ RMP Loan ” means any loan made to the Borrower pursuant to Section 2.01(c) .
 
“ RMP Merger and Refinancing Transaction ” means a transaction or series of related transactions pursuant to which (i) all existing Debt for borrowed money of RMP and its subsidiaries is repaid or refinanced, including the payment in full of RMP’s existing revolving credit facility and the termination of all commitments of the lenders party thereto to make any further extensions of credit thereunder, and (ii) RMP is merged with or into the Borrower or a subsidiary thereof, as a result of which merger RMP and its subsidiaries become subsidiaries of the Borrower.
 
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“ S&P ” means S&P Global Inc., a subsidiary of The McGraw-Hill Companies, Inc. and any successor thereto.
 
“ Sanctioned Country ” shall mean a country subject to a sanctions program maintained under any Anti-Terrorism Law.
 
“ Sanctioned Person ” shall mean any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.
 
“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.
 
“ Senior Officer ” means the chief executive officer, president, executive vice president, senior vice president, chief financial officer or treasurer of the Borrower.
 
“ Solvent ” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured.  In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed as the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
 
“ Stated Maturity Date ” means April 24, 2019.
 
“ Strike Force ” means, collectively, Strike Force Midstream LLC, a Delaware limited liability company, any successor thereof and any Subsidiary thereof.
 
“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.  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 in the definition of “Designated Joint Venture”).  For the avoidance of doubt, neither the income (except as specifically permitted pursuant to clause (c) of the definition of Consolidated EBITDA) nor the Debt (unless such Debt is recourse to the Borrower or a Subsidiary, other than Debt of the Borrower or a Subsidiary solely
 
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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) of a Designated Joint Venture shall be included for purposes of calculating the financial covenant set forth in Section 7.02 of this Agreement.
 
“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, futures contracts traded on or subject to the rules of a designated contract market, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, any North American Energy Standard Board Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
 
“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon the average of at least two mid-market or other readily available commercially reasonable quotations provided by any leading dealer in such Swap Contracts (one of which may be a Lender or an Affiliate of a Lender).
 
“ Syndication Agent ” means Bank of America, N.A.
 
“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
 
“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.
 
“ Total Drop-Down Outstandings ” means, on any date a determination thereof is to be made, the aggregate Outstanding Amount of all Drop-Down Loans.
 
“ Total General Outstandings ” means, on any date a determination thereof is to be made, the aggregate Outstanding Amount of all General Loans.
 
“ Total Outstandings ” means, on any date a determination thereof is to be made, the aggregate Outstanding Amount of all General Loans, Drop-Down Loans and RMP Loans.
 
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“ Total RMP Outstandings ” means, on any date a determination thereof is to be made, the aggregate Outstanding Amount of all RMP Loans.
 
“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.
 
“ Unfunded Liabilities ” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.
 
“ United States ” and “ U.S. ” mean the United States of America.
 
“ U.S. Person ” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
 
“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 3.01(f) .
 
“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors (or similar governing body) of such Person.
 
“ Wells Fargo ” means Wells Fargo Bank, National Association, and its successors.
 
“ Withholding Agent ” means the Borrower and the Administrative Agent.
 
“ Write-Down and Conversion Powers ” means, 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.
 
1.02.                      Other Interpretive Provisions .  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
 
(a)                                  The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
 
(b)                                  (i)                                      The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
 
(ii)                                   Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
 
(iii)                                The term “including” is by way of example and not limitation.
 
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(iv)                               The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
 
(v)                                  The word “will” shall be construed to have the same meaning and effect as the word “shall.”
 
(vi)                               Unless the context requires otherwise, any reference herein to any Person shall be construed to include such Person’s successors and assigns.
 
(vii)                            The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
 
(c)                                   In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”
 
(d)                                  Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
 
1.03.                      Accounting Terms.
 
(a)                                  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time.
 
(b)                                  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that , until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
 
(c)                                   Calculations .  Notwithstanding anything in this Agreement to the contrary:
 
(i)                                      For purposes of calculating compliance with the financial covenant set forth in Section 7.02 , with respect to all Acquisitions and Material Dispositions subsequent to the Closing Date, Consolidated EBITDA, Consolidated Interest Charges and Consolidated Debt with respect to such newly acquired assets shall be calculated on a pro forma basis as if such Acquisition or Material Disposition had occurred at the beginning of the applicable twelve month period of determination.
 
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(ii)                                   For purposes of calculating compliance with the financial covenant set forth in Section 7.02 , Consolidated EBITDA may include, at Borrower’s option, any Qualified Project EBITDA Adjustments as provided in the definition thereof.
 
1.04.                      Rounding .  Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
 
1.05.                      References to Agreements and Laws .  Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
 
1.06.                      Times of Day .  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
 
ARTICLE II
 
THE COMMITMENTS AND BORROWINGS
 
2.01.                      The Loans.
 
(a)                                  General Loans . Subject to the terms and conditions of this Agreement, each Lender severally agrees to make General Loans to the Borrower during the Availability Period in a principal amount not to exceed such Lender’s General Commitment immediately prior to the making of such General Loans.  The Borrower may not request more than eight (8) Borrowings of General Loans hereunder as follows: (A) not more than five (5) Borrowings of General Loans may be requested at any time during the Availability Period and the proceeds of which may be used for any of the purposes set forth in Section 6.07, (B) not more than two (2) Borrowings of General Loans may be requested to be made together with, and the use of proceeds of which shall be limited as set forth in Section 6.07 to the same extent as, the Borrowing of Drop-Down Loans pursuant to Section 2.01(b), and (C) not more than one (1) Borrowing of General Loans may be requested to be made together with, and the use of proceeds of which shall be limited as set forth in Section 6.07 to the same extent as, the Borrowing of RMP Loans pursuant to Section 2.01(c). Each Lender’s General Commitment shall (x) be reduced by the aggregate principal amount of such Lender’s General Loans made on each applicable date of Borrowing of General Loans and (y) terminate on and as of the earlier to occur of 5:00 p.m. on (A) the last day of the Availability Period, and (B) the applicable date of the last Borrowing of General Loans permitted under this Section 2.01(a) .
 
(b)                                  Drop-Down Loans .  Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Drop-Down Loans to the Borrower during the Availability Period in a principal amount not to exceed such Lender’s Drop-Down Commitment immediately prior to the making of such Drop-Down Loans.  The Borrower may not request more than two (2) Borrowings of Drop-Down Loans hereunder.  The proceeds of any Drop-Down Loan shall be used solely for the purposes described in clause (iv) of the first sentence of Section 6.07.  Each
 
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Lender’s Drop-Down Commitment shall (x) be reduced by the aggregate principal amount of such Lender’s Drop-Down Loans made on each applicable date of Borrowing of Drop-Down Loans and (y) terminate on and as of the earlier to occur of 5:00 p.m. on (A) the last day of the Availability Period, and (B) the applicable date of the last Borrowing of Drop-Down Loans permitted under this Section 2.01(b) .
 
(c)                                   RMP Loans .  Subject to the terms and conditions of this Agreement, each Lender severally agrees to make an RMP Loan to the Borrower during the Availability Period in a principal amount not to exceed such Lender’s RMP Commitment immediately prior to the making of such RMP Loan.  The Borrower may not request more than one (1) Borrowing of RMP Loans hereunder.  The proceeds of any RMP Loan shall be used solely for the purposes described in clause (v) of the first sentence of Section 6.07.  Each Lender’s RMP Commitment shall (x) be reduced by the aggregate principal amount of such Lender’s RMP Loan made on the applicable date of Borrowing of such RMP Loan and (y) terminate on and as of the earlier to occur of 5:00 p.m. on (A) the last day of the Availability Period, and (B) the applicable date of the last Borrowing of RMP Loans permitted under this Section 2.01(c) .
 
(d)                                  Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.  Once repaid or prepaid, no Loan may be reborrowed.
 
2.02.                      Borrowings, Conversions and Continuations of Loans.
 
(a)                                  Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s delivery to the Administrative Agent of an irrevocable written Loan Notice, appropriately completed and signed by a Responsible Officer of the General Partner, on behalf of the Borrower, which may be delivered via facsimile; provided that any Loan Notice for a Borrowing of Loans may be conditioned upon the occurrence of the Closing Date or the consummation of the Drop-Down Transaction or the RMP Merger and Refinancing Transaction, as applicable, on or prior to the proposed date of such Borrowing.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans.  Each Borrowing of, conversion or continuation of Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof.  Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) if applicable, whether such Borrowing will consist of General Loans, Drop-Down Loans or RMP Loans.  If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
 
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(b)                                  Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection.  Each Lender shall make the amount of the applicable Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Wells Fargo with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.
 
(c)                                   Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan.  During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
 
(d)                                  The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Wells Fargo’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
 
(e)                                   After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than fifteen Interest Periods in effect with respect to Loans (unless such limit has been waived by the Administrative Agent in its sole discretion).
 
2.03.                      Reserved.
 
2.04.                      Reserved.
 
2.05.                      Prepayments.
 
(a)                                  Voluntary Prepayments .  The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans pursuant to this Section 2.05(a)  and (B) on the date of prepayment of Base Rate Loans pursuant to this Section 2.05(a) ; (ii) any prepayment of Eurodollar Rate Loans pursuant to this Section 2.05(a)  shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, and (iii) any prepayment of Base Rate Loans pursuant to this Section 2.05(a)  shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount of any Class of Loans then outstanding.  Each such notice of voluntary prepayment pursuant to this Section 2.05(a)  shall specify (x) the date and amount of such prepayment, (y) whether such Loans to be prepaid are General Loans, Drop-Down Loans and/or RMP Loans, and (z) the Type(s) of Loans to be prepaid.  The Administrative
 
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Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all or any part of the outstanding Loans pursuant to this Section 2.05(a)  may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05 , by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Any prepayment of Eurodollar Rate Loans pursuant to this Section 2.05(a)  shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 .  Each such prepayment of Loans pursuant to this Section 2.05(a)  shall be applied to the Class of Loans of the Lenders specified in the applicable notice of prepayment and in accordance with their respective Pro Rata Share.
 
(b)                                  Mandatory Prepayments / Commitment Reductions .
 
(i)                                      Debt Issuances .  The Borrower shall make mandatory principal prepayments of the applicable Loans and/or reductions in the applicable Aggregate Commitment in the manner set forth in clause (v) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance other than from (i) any intercompany Debt of the Borrower or any of its Subsidiaries, (ii) any Debt of the Borrower or any of its Subsidiaries incurred under the Existing Credit Agreement or one or more other revolving credit facilities (including, with respect to the Existing Credit Agreement, any amendments, upsizings, renewals, extensions, refinancings or replacements thereof), in an aggregate amount not to exceed $1,500,000,000), (iii) any commercial paper issued in the ordinary course of business, and (iv) short-term working capital facilities and ordinary-course capital lease, purchase money and equipment financings.
 
(ii)                                   Equity Issuances .  The Borrower shall make mandatory principal prepayments of the applicable Loans and/or reductions in the applicable Aggregate Commitment in the manner set forth in clause (v) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Equity Issuance other than from the exercise of stock options issued as part of employee compensation or other similar benefit or incentive arrangements.
 
(iii)                                Dispositions .  The Borrower shall make mandatory principal prepayments of the applicable Loans and/or reductions in the applicable Aggregate Commitment in the manner set forth in clause (v) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition (other than (x) Dispositions of obsolete or unused assets, and (y) Dispositions in the ordinary course of business), to the extent that the aggregate amount of such Net Cash Proceeds received from such Dispositions exceeds $100,000,000.
 
(iv)                               MVP Distributions .  The Borrower shall make mandatory principal prepayments of the applicable Loans and/or reductions in the applicable Aggregate Commitment in the manner set forth in clause (v) below in an amount equal to one hundred percent (100%) of the positive difference, if any, of (A) the aggregate amount of cash distributions received by Borrower or any of its Subsidiaries from Mountain Valley Pipeline in connection with the issuance of any Debt for borrowed money by Mountain
 
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Valley Pipeline, minus (B) the amount of any remaining capital contributions that the Borrower or any of its Subsidiaries are obligated to make to Mountain Valley Pipeline (including to meet budgeted expenditures) at the time such cash distributions are received.
 
(v)                                  Notice; Manner of Payment .  Upon the occurrence of any event triggering a mandatory prepayment or commitment reduction pursuant to this Section 2.05(b), the Borrower shall promptly deliver a notice of prepayment or commitment reduction to the Administrative Agent, and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders.  Any prepayment or commitment reduction required under this Section 2.05(b) shall be made or become effective within three (3) Business Days after the date of receipt of the applicable Net Cash Proceeds.  Each prepayment or commitment reduction under this Section 2.05(b) shall be applied as follows:  first , to ratably prepay the Total Drop-Down Outstandings and the Total RMP Outstandings, if any, until such Total Drop-Down Outstandings and Total RMP Outstandings have been fully repaid, and second , to the extent of any excess, to prepay any Class of Loans or permanently reduce any Class of Commitments as specified by the Borrower in the applicable notice of prepayment or commitment reduction or otherwise on or prior to the date on which such prepayment or commitment reduction is required to occur.  In the event that the Borrower does not so specify how such prepayments or commitment reductions are to be applied, such amounts shall be applied first , to ratably prepay the Total Drop-Down Outstandings and the Total RMP Outstandings, if any, until such Total Drop-Down Outstandings and Total RMP Outstandings have been fully repaid, second , to prepay the Total General Outstandings, if any, until such General Outstandings have been fully repaid, and third , in the event that all outstanding Loans have been prepaid, (x) except in the case of a commitment reduction required pursuant to Section 2.05(b)(iv), to ratably reduce the remaining Commitments of each Class and (y) in the case of a commitment reduction required pursuant to Section 2.05(b)(iv), to reduce any remaining General Commitments (and any excess required commitment reduction remaining after the General Commitments have been reduced to zero shall be applied to ratably reduce the remaining Commitments of each other Class).
 
(vi)                               Prepayment of Loans .  Any prepayment of Loans pursuant to this Section 2.05(b)  shall be without premium or penalty, and any such prepayment of Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required to be paid pursuant to Section 3.05 in connection with a prepayment of Loans pursuant to this Section 2.05(b) .
 
(c)                                   If for any reason the initial closing of the Drop-Down Transaction has not been consummated within five (5) Business Days after the first Borrowing of Drop-Down Loans, the Borrower shall immediately prepay all outstanding Drop-Down Loans, together with all accrued and unpaid interest thereon.
 
(d)                                  If for any reason the final closing of the Drop-Down Transaction has not been consummated within five (5) Business Days after the second Borrowing of Drop-Down Loans, if any, the Borrower shall immediately prepay all outstanding Drop-Down Loans, together with all accrued and unpaid interest thereon.
 
(e)                                   If for any reason the RMP Merger and Refinancing Transaction has not been consummated within five (5) Business Days after the Borrowing of the RMP Loans, the Borrower
 
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shall immediately prepay all outstanding RMP Loans, together with all accrued and unpaid interest thereon.
 
2.06.                      Voluntary Termination or Reduction of Commitments.   The Borrower may, upon notice to the Administrative Agent, voluntarily terminate the Aggregate Commitment, or from time to time permanently reduce the Aggregate Commitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction and shall specify the Class of Commitments to be terminated or reduced, and (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided further that, a notice of termination or reduction of the Aggregate Commitment may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  The Administrative Agent will promptly notify the Lenders of any such notice of voluntary termination or reduction of the Aggregate Commitment.  Any reduction of the Aggregate Commitment pursuant to this Section 2.06(a) shall be applied to the Class or Classes of Commitments specified in the applicable notice according to each Lender’s Pro Rata Share (or, if no such Class or Classes are specified in such notice, ratably to each Class of Commitments).  All commitment fees accrued until the effective date of any termination of the Aggregate Commitment shall be paid on the effective date of such termination.
 
2.07.                      Repayment of Loans.   The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Loans outstanding on such date.
 
2.08.                      Interest.
 
(a)                                  Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.
 
(b)                                  While any Event of Default exists, the Borrower shall (i) automatically, in the case of an Event of Default under any of Sections 8.01(a) , (f)  or (g)  or (ii) upon the request of the Required Lenders, in the case of any other Event of Default, pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.  Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
 
(c)                                   Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
 
2.09.                      Fees.
 
(a)                                  Commitment Fee .  The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate times the actual daily outstanding amount of Aggregate Commitments, subject to
 
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adjustment as provided in Section 2.16 . The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately (but not invoiced separately) for each period during such quarter that such Applicable Rate was in effect.
 
(b)                                  Other Fees .
 
(i)                                      The Borrower shall pay to each Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letters.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
 
(ii)                                   The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
 
2.10.                      Computation of Interest and Fees .  All computations of interest for Base Rate Loans based on the prime commercial lending rate of the Administrative Agent shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one day.
 
2.11.                      Evidence of Debt.   The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
 
2.12.                      Payments Generally.
 
(a)                                  All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00
 
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p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
 
(b)                                  If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
 
(c)                                   (i)                                      Unless the Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto.  If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then each of the Lenders shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
 
(ii)                                   Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Loans accruing interest at the Base Rate, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by the Borrower shall be without prejudice to any claim the Borrower may
 
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have against a Lender that shall have failed to make such payment to the Administrative Agent.
 
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.
 
(d)                                  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
 
(e)                                   The obligations of the Lenders hereunder to make Loans are several and not joint.  The failure of any Lender to make any Loan or to make any payment under Section 9.05 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or make its payment under Section 9.05 .
 
(f)                                    Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
 
2.13.                      Sharing of Payments.
 
(a)                                  If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans of the applicable Class made by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon.  The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09 ) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.  The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.  Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to
 
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the same extent as though the purchasing Lender were the original owner of the Obligations purchased.
 
(b)                                  If any Lender shall fail to make any payment required to be made by it pursuant to Section 9.05 , then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, to satisfy such Lender’s obligations to any of them under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.  For the avoidance of doubt, notwithstanding the application or holding pursuant to this subsection of all or a part of a payment made by the Borrower for the account of a Lender, as between the Borrower and such Lender the Borrower shall be discharged from the obligation with respect to which such payment was made as if and to the extent such application or holding had not occurred.
 
2.14.                      Reserved .
 
2.15.                      Reserved.
 
2.16.                      Defaulting Lenders.
 
(a)                                  Defaulting Lender Adjustments .  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender:
 
(i)                                      Waivers and Amendments .  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.
 
(ii)                                   Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.09 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third , if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement; fourth , to the payment of any amounts owing to the Lenders as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach
 
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of its obligations under this Agreement; and sixth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with their respective Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.16(a)(ii)  shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
 
(iii)                                Certain Fees .  No Defaulting Lender shall be entitled to receive any commitment fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
 
(b)                                  Defaulting Lender Cure .  If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held by the Lenders in accordance with their Pro Rata Shares of their respective Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
 
ARTICLE III
 
TAXES, YIELD PROTECTION AND ILLEGALITY
 
3.01.                      Taxes.
 
(a)                                  FATCA .  For purposes of this Section 3.01 , the term “Law” includes FATCA.
 
(b)                                  Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Law.  If any Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 3.01(b) ), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding for Indemnified Tax been made.
 
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(c)                                   Payment of Other Taxes by the Borrower .  The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
 
(d)                                  Indemnification by the Borrower .  The Borrower shall indemnify each Recipient, within twenty (20) days after receipt by the Borrower of demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) payable or paid by such Recipient and required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be required to indemnify a Recipient pursuant to this Section 3.01(d)  for any Indemnified Taxes unless such Recipient notifies the Borrower of the indemnification claim for such Indemnified Taxes no later than 365 days after the earlier of (i) the date on which the relevant Governmental Authority makes written demand upon the Recipient for payment of such Indemnified Taxes and (ii) the date on which such Recipient has made payment of such Indemnified Taxes.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, accompanied by the calculations by which such determination was made by such Lender, shall be conclusive absent manifest error.
 
(e)                                   Evidence of Payments .  As soon as practicable after any payment of Indemnified Taxes by the Borrower to a Governmental Authority pursuant to this Section 3.01 , the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
 
(f)                                    Status of Lenders .  Any Lender (which solely for purposes of this Section 3.01(f)  shall include the Administrative Agent) that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 3.01(f)(A) , (B)  and (D)  below) otherwise required as a result of a Change in Law, shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
 
Without limiting the generality of the foregoing,
 
(A)                                any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed
 
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originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;
 
(B)                                any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
 
(i)                                      in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, properly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, properly completed and executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
 
(ii)                                   properly completed and executed originals of IRS Form W-8ECI;
 
(iii)                                in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is neither a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, nor a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) properly completed and executed originals of IRS Form W-8BEN or IRS W-8BEN-E, as applicable;
 
(iv)                               properly completed and executed originals of IRS Form W-8EXP claiming an exemption from withholding Tax; or
 
(v)                                  to the extent a Foreign Lender is not the beneficial owner, properly completed and executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;
 
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(C)                                any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
 
(D)                                if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
 
Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
 
(g)                                   Treatment of Certain Refunds .  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (including any application thereof to another amount owed to the refunding Governmental Authority) as to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such party will make such payment to the relevant indemnifying party within ten (10) days after the party has determined that it owes amounts to the indemnifying party pursuant to the first sentence of this subsection (g) .  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (g)  (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this subsection (g) , in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (g)  the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had
 
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never been paid.  This subsection (g)  shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
 
(h)                                  Indemnification of the Administrative Agent .  Each Lender shall severally indemnify the Administrative Agent within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(d)  relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent  shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection (h) . The agreements in this subsection (h)  shall survive the resignation and/or replacement of the Administrative Agent.
 
(i)                                      Survival .  Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
 
3.02.                      Illegality .  If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.  Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.
 
3.03.                      Inability to Determine Rates .
 
(a)                                  Unless and until a Replacement Rate is implemented in accordance with clause (b) below, in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not
 
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exist for the ascertaining the Eurodollar Rate for such Interest Period with respect to a proposed Eurodollar Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Eurodollar Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.
 
(b)                                  Alternative Rate of Interest .  Notwithstanding anything to the contrary in Section 3.03(a)  above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) that (i) the circumstances described in Section 3.03(a)(i)  or (a)(ii)  have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent may, to the extent practicable (in consultation with the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “ Replacement Rate ”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 3.03(a)(i) , (a)(ii) , (b)(i) , (b)(ii)  or (b)(iii)  occurs with respect to the Replacement Rate or (B) the Administrative Agent (or the Required Lenders through the Administrative Agent) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate.  In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 3.03(b) .  Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 10.01 ), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lender objects).  To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (b), the Replacement Rate shall be applied in accordance with similar situations in other transactions in which the Administrative Agent is serving as administrative agent or otherwise consistent with market practice generally.
 
3.04.                      Increased Cost and Reduced Return; Capital Adequacy.
 
(a)                                  If any Change in Law shall:
 
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(i)                                      impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate);
 
(ii)                                   subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
 
(iii)                                impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender;
 
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender, as the case may be, for such additional costs incurred or reduction suffered.
 
(b)                                  If any Lender determines that any Change in Law regarding capital adequacy or liquidity, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.
 
(c)                                   A certificate of a Lender or such other Recipient setting forth the Change in Law giving rise to a claim for compensation under subsection (a) or (b) of this Section, the amount or amounts necessary to compensate such Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section (including an explanation in reasonable detail of the manner in which such amount or amounts was determined) and delivered to the Borrower, shall be conclusive absent manifest error.  The Borrower shall pay such Lender or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.
 
(d)                                  Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).
 
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3.05.                      Funding Losses .  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
 
(a)                                  any continuation, conversion, payment of principal or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
 
(b)                                  any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower (even if permitted to revoke such notice); or
 
(c)                                   any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.16 ;
 
including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan (excluding loss of anticipated profits) or from fees payable to terminate the deposits from which such funds were obtained.  The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
 
For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.
 
3.06.                      Mitigation Obligations; Designation of a Different Lending Office .  If any Lender requests compensation under Section 3.04 , or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04 , as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
 
3.07.                      Matters Applicable to all Requests for Compensation .  A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder (including, if requested by the Borrower, an explanation in reasonable detail of the manner in which such amount or amounts was determined) shall be conclusive in the absence of manifest error.  In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.
 
3.08.                      Survival .  All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.
 
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ARTICLE IV
 
CONDITIONS PRECEDENT TO CLOSING DATE AND TO CREDIT EXTENSIONS
 
4.01.                      Conditions of Closing Date and Initial Credit Extension .  The occurrence of the Closing Date and the obligation of each Lender make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
 
(a)                                  The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or other electronic transmission (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the General Partner, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
 
(i)                                      executed counterparts of this Agreement, sufficient in number for distribution as reasonably requested by the Administrative Agent;
 
(ii)                                   a Note executed by the Borrower in favor of each Lender that has requested such Note at least two Business Days prior to the Closing Date;
 
(iii)                                a certificate of a Responsible Officer of the General Partner certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the certificate of limited partnership of the Borrower and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization, (B) the limited partnership agreement of the Borrower as in effect on the Closing Date and (C) resolutions duly adopted by the General Partner of the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower is a party;
 
(iv)                               certificates as of a recent date of the good standing of the Borrower under the laws of its jurisdiction of organization;
 
(v)                                  an opinion of Wachtell, Lipton, Rosen & Katz, special New York counsel to the Borrower, addressed to the Administrative Agent and each Lender;
 
(vi)                               a certificate signed by a Responsible Officer of the General Partner, on behalf of the Borrower, certifying (A) that the representations and warranties of the Borrower contained in Article V are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof, (B) that no Default exists or would result from the execution of this Agreement, (C) since December 31, 2017, there has not occurred any event or condition that has had or would be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (D) as of the date hereof and immediately after giving effect to the transactions contemplated herein to occur on the Closing Date, the Borrower and its Subsidiaries are Solvent on a consolidated basis; and
 
(vii)                            the financial statements for the fiscal year ended December 31, 2017.
 
(b)                                  The Borrower shall have provided to the Administrative Agent and the Lenders, to the extent requested at least two Business Days prior to the Closing Date, (A) the documentation and other information requested by the Administrative Agent and any Lender in order to comply with the requirements of the PATRIOT Act, (B) the documentation and other
 
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information requested by the Administrative Agent in order to comply with all “know your customer” requirements and (C) all anti-money laundering documentation reasonably requested by the Administrative Agent.
 
(c)                                   The Borrower shall have received all material governmental, partner and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and the other transactions contemplated hereby.
 
(d)                                  No action, suit, investigation or other proceeding is pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to have a Material Adverse Effect.
 
(e)                                   (i) On or prior to the Closing Date, the Borrower shall have delivered to the Administrative Agent a Loan Notice requesting a Borrowing of General Loans hereunder to be made on the Closing Date in an amount sufficient to, and the proceeds of which shall be applied on the Closing Date to, prepay the aggregate principal amount of “Loans” outstanding under (and as defined in) the Existing Credit Agreement as of the date such Loan Notice was delivered to the Administrative Agent; and (ii) on the Closing Date, after giving effect to the prepayment described in the preceding clause (i), no more than $30,000,000 of “Loans” shall be outstanding under (and as defined in) the Existing Credit Agreement.
 
(f)                                    Any fees required to be paid in connection with the Loan Documents on or before the Closing Date and for which invoices have been presented at least one Business Day prior to the Closing Date shall have been paid.
 
Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to the Closing Date.
 
4.02.                      Conditions to all Credit Extensions .  The obligation of each Lender to honor any Request for Credit Extension (other than (i) a Loan Notice requesting only a conversion of Loans to the other Type, or (ii) a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
 
(a)                                  The representations and warranties of the Borrower contained in Article V (except the representations and warranties in Sections 5.04(c)  and 5.05 , as to any matter which has theretofore been disclosed in writing by the Borrower to the Lenders by written notice given to the Administrative Agent) or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided that (i) if a representation and 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)  shall be true and correct in all respects) on and as of the date of such Credit Extension (or, if such representation speaks as of an earlier date, as of such earlier date).
 
(b)                                  No Default shall exist, or would result from such proposed Credit Extension.
 
(c)                                   The Administrative Agent shall have received (i) a Request for Credit Extension in accordance with the requirements hereof, (ii) with respect to the Credit Extension consisting of the initial Borrowing of Drop-Down Loans, a certificate of a Responsible Officer of the General
 
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Partner certifying that in the good faith judgment of the Borrower the initial closing of the Drop-Down Transaction is expected to be consummated within one (1) Business Day of, or on the date of, the making of such Credit Extension, (iii) with respect to the Credit Extension consisting of the final Borrowing of Drop-Down Loans, a certificate of a Responsible Officer of the General Partner certifying that in the good faith judgment of the Borrower the final closing of the Drop-Down Transaction is expected to be consummated within one (1) Business Day of, or on the date of, the making of such Credit Extension, and (iv) with respect to the Credit Extension consisting of the Borrowing of RMP Loans, a certificate of a Responsible Officer of the General Partner certifying that in the good faith judgment of the Borrower the RMP Merger and Refinancing Transaction is expected to be consummated within one (1) Business Day of, or on the date of, the making of such Credit Extension.
 
Each Request for Credit Extension (other than (i) a Loan Notice requesting only a conversion of Loans to the other Type, or (ii) a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a)  and (b)  have been satisfied on and as of the date of the applicable Credit Extension.
 
ARTICLE V
 
REPRESENTATIONS AND WARRANTIES
 
The Borrower represents and warrants to the Lenders, as of the Closing Date and thereafter as of each date required by Section 4.02 and as of any other date as agreed by the Borrower, that:
 
5.01.                      Corporate Existence and Power .  The Borrower is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all organizational powers and all material Authorizations required to carry on its business as now conducted.
 
5.02.                      Corporate and Governmental Authorization; No Contravention .  The Borrower’s incurrence of Debt hereunder, and the execution, delivery and performance by the Borrower of each Loan Document to which the Borrower is a party, (a) are within the organizational powers of the Borrower, (b) have been duly authorized by all necessary organizational action, (c) require no action by or in respect of, or filing with, any Governmental Authority (except such as has been obtained and any reports required to be filed by the Borrower with the SEC), (d) do not contravene, or constitute a default under, (i) any provision of applicable law or regulation or of any Organization Documents of the Borrower or (ii) any material agreement, judgment, injunction, order, decree or other instrument binding upon the such Person, or result in the creation or imposition of any Lien on any asset of such Person or any of its Subsidiaries that is not permitted hereunder.
 
5.03.                      Binding Effect .  Each Loan Document to which the Borrower is party constitutes a valid and binding agreement of the Borrower, and each Note, when executed and delivered in accordance with this Agreement, will constitute a valid and binding obligation of the Borrower, in each case 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.
 
5.04.                      Financial Information.
 
(a)                                  The balance sheet of the Borrower as of December 31, 2017 and the related statements of operations, equity and cash flows for the fiscal year then ended, have been reported on by Ernst & Young LLP, independent certified public accountants for the Borrower, and are set forth in the Borrower’s 2017 Form 10-K, a copy of which has been delivered to each of the
 
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Lenders.  Such financial statements (i) present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower as of such dates and for such periods in conformity with GAAP and (ii) show, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt.
 
(b)                                  The financial information delivered to the Lenders pursuant to Sections 6.01(a)  and (b)  (i) fairly presents, in all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (ii) shows, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt.
 
(c)                                   Since December 31, 2017, there has been no material adverse change in the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole.
 
5.05.                      Litigation .  There is no action, suit, proceeding or investigation pending against, or, to the knowledge of the Borrower, threatened against or affecting, the Borrower or any of its Subsidiaries before any Governmental Authority which would reasonably be expected to have a Material Adverse Effect.
 
5.06.                      Reserved .
 
5.07.                      Compliance with ERISA .  Each member of the ERISA Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all material respects with the presently applicable provisions of ERISA and the Code with respect to each Plan.  No member of the ERISA Group has (i) sought a waiver of the minimum funding standards under the Pension Funding Rules, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code, or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.
 
5.08.                      Environmental Matters .  In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Loan Parties and their Subsidiaries, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses).  On the basis of this review, the Borrower has concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, would not reasonably be expected to have a Material Adverse Effect.
 
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5.09.                      Taxes .  The Borrower and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to have been filed by them, and have paid all taxes due and payable by them pursuant to such returns or pursuant to any material assessment received by the Borrower or any of their Subsidiaries (other than those not yet delinquent and payable without premium or penalty, and except for those being diligently contested in good faith by appropriate proceedings, and in each case, for which adequate reserves and provisions for taxes have been made on the books of the Borrower and each Subsidiary).  The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.
 
5.10.                      Subsidiaries .  Set forth on Schedule 5.10 is a complete and accurate list as of the Closing Date of each of the Borrower’s Subsidiaries, together with its jurisdiction of formation, the Borrower’s direct or indirect percentage ownership therein and whether it is a Material Subsidiary.  Each 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.
 
5.11.                      Regulatory Restrictions on Borrowing; Margin Regulations.
 
(a)                                  Neither the Borrower nor any Subsidiary is  an “ investment company ” within the meaning of the Investment Company Act of 1940, as amended.
 
(b)                                  The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.  Following the application of the proceeds of each Borrowing, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 8.01(e)  will be margin stock.
 
5.12.                      Full Disclosure .  No statement, information, report, representation, or warranty (collectively, the “ Borrower Information ”) made by the Borrower in any Loan Document or furnished to the Administrative Agent or any Lender in writing by or on behalf of the Borrower in connection with any Loan Document (as modified or supplemented by other Borrower Information so furnished), taken as a whole and together with disclosures made by the Borrower in filings with the SEC that are available to the Lenders, contains, as of the date such Borrower Information was furnished (or, if such Borrower Information expressly relates to a specific date, as of such specific date) any untrue statement of a material fact or omits, as of the date such Borrower Information was furnished (or, if such Borrower Information expressly related to a specific date, as of such specific date), any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided , that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time, it being understood that (a) such estimates, projections, forecasts and other forward-looking information, as to future events, are not to be viewed as facts and that the actual results may differ significantly and (b) no representation or warranty is made with respect to information of a general economic or general industry nature.
 
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5.13.                      Compliance with Laws .  The Borrower and each of its Subsidiaries is in compliance with all laws, rules, regulations, orders, decrees and requirements of Governmental Authorities applicable to it or to its properties (including, without limitation, the Code), except where the necessity or fact of compliance therewith is being contested in good faith by appropriate proceedings or such failure to comply would reasonably be expected to have a Material Adverse Effect.
 
5.14.                      Material Contracts .   The Borrower and each of its Subsidiaries is in compliance with all material contracts with EQT Corporation necessary for the ongoing operation and business of the Borrower or such Subsidiary in the ordinary course except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.
 
5.15.                      Anti-Terrorism Laws .   The Borrower represents and warrants that (a) none of the Borrower, any of its Subsidiaries, or any Senior Officer or director of the Borrower or any of its Subsidiaries, is a Sanctioned Person, (b) to the knowledge of the Borrower, no employee of the Borrower or any of its Subsidiaries, or any agent of the Borrower or any of its Subsidiaries that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person, (c) none of the Borrower or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; or (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (d) the Borrower has implemented and maintains in effect policies and procedures intended to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, and (e) each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, their respective directors, officers, employees and agents, are in compliance with Anti-Terrorism Laws and applicable Sanctions in all material respects.
 
5.16.                      Reserved .
 
5.17.                      Compliance with FCPA .   The Borrower and each of its Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto.  Neither the Borrower nor any of its Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to the Borrower or such Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.
 
5.18.                      Reserved .
 
5.19.                      Solvency .   The Borrower and its Subsidiaries on a consolidated basis are and, after the consummation of the transactions contemplated by this Agreement, will be Solvent.
 
5.20.                      EEA Financial Institutions .   None of the Borrower or any of its Subsidiaries is an EEA Financial Institution.
 
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ARTICLE VI
 
AFFIRMATIVE COVENANTS
 
The Borrower agrees that, so long as any Lender has any Commitment hereunder, or any Loan or Obligation payable hereunder remains unpaid:
 
6.01.                      Information .  The Borrower will deliver to the Administrative Agent and each Lender:
 
(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 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;
 
(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, 2018, 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 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 Borrower;
 
(c)                                   simultaneously with the delivery of each set of financial statements referred to in clauses (a)  and (b)  above, a certificate of a Responsible Officer of the General Partner, on behalf of the Borrower, substantially in the form of the Compliance Certificate attached hereto, including a complete and accurate list, as of the last day of the period covered by such financial statements, of each of the Borrower’s Subsidiaries, together with its jurisdiction of formation and the Borrower’s direct or indirect percentage ownership therein;
 
(d)                                  within five days after any officer of the Borrower obtains actual knowledge of any Default, if such Default is then continuing, a certificate of a Responsible Officer of the General Partner, on behalf of the Borrower, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
 
(e)                                   promptly upon the mailing thereof to the unitholders of the Borrower generally, copies of all financial statements, reports and proxy statements so mailed;
 
(f)                                    promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on
 
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Forms 10-K, 10-Q and 8-K (or their equivalents) which the Borrower shall have filed with the SEC;
 
(g)                                   if and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under the Pension Funding Rules, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take; or (viii) determines that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, a certification of funding status from the enrolled actuary for the Pension Plan, which in the case of each of clauses (i), (ii), (iii) and (viii) above, could cause one or more members of the ERISA Group to incur liability;
 
(h)                                  promptly upon any announcement by S&P, Moody’s or Fitch of any issuance of or change in a Public Debt Rating notice of such issuance or change; and
 
(i)                                      from time to time, such additional information regarding the financial position or business of the Borrower and its Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request.
 
Documents required to be delivered pursuant to Section 6.01(a) , (b) , (e)  or (f)  (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) (A) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 ; or (B) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), and (ii) on which the Borrower notifies (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents; provided that the Borrower shall deliver paper copies or soft copies (by electronic mail) of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies or soft copies.  Information required to be delivered pursuant to this Section 6.01 may also be delivered by facsimile or electronic mail pursuant to procedures approved by the Administrative Agent.  Except for Compliance Certificates required by Section 6.01(c) , the Administrative Agent shall have no obligation to maintain copies of the documents referred to above, and in any event shall have no responsibility to
 
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monitor compliance by the Borrower with any request for delivery of such documents, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
 
The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may be “public-side” Lenders ( i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “ Public Lender ”).  The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”
 
6.02.                      Payment of Taxes .  The Borrower will, and will cause each of its Subsidiaries to, pay or discharge its material tax liabilities before the same shall become delinquent except where the validity or amount thereof is being contested in good faith by appropriate proceedings, and the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP.
 
6.03.                      Maintenance of Property; Insurance.
 
(a)                                  The Borrower will keep, and will cause each of its Subsidiaries to keep, all material property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted.
 
(b)                                  The Borrower will, and will cause each of its Subsidiaries to, maintain (either in the name of the Borrower or in such Subsidiary’s own name), or will cause to be maintained on its behalf with financially sound and responsible insurance companies, insurance with respect to their respective properties and business in at least such amounts, against at least such risks and with such risk retention as are customarily maintained, insured against or retained, as the case may be, by companies of established repute engaged in the same or a similar business, to the extent available at the time in question on commercially reasonable terms; and will furnish to the Lenders, upon request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried.
 
6.04.                      Conduct of Business and Maintenance of Existence .  Subject to Section 7.05 , the Borrower will preserve, renew and keep in full force and effect, and will cause each of its Material Subsidiaries to preserve, renew and keep in full force and effect their respective legal existence and good standing under the Laws of the jurisdiction of its organization and their respective  rights, privileges and franchises necessary or desirable in the normal conduct of its business; provided that nothing in this Section 6.04 shall prohibit (i) the merger of a Subsidiary into the Borrower or the merger or consolidation of a Subsidiary with or into another Person if (A) in the case of a Domestic Subsidiary, the entity surviving such consolidation or merger is a Domestic Subsidiary and (B) in the case of a foreign Subsidiary, the entity surviving such consolidation or merger is a Subsidiary, if, in each case covered by
 
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this clause (i), after giving effect thereto, no Default shall have occurred and be continuing, or (ii) the termination of the legal existence of any Subsidiary if the Borrower in good faith determines that such termination is in the best interest of the Borrower and is not materially disadvantageous to the Lenders.
 
6.05.                      Compliance with Laws .  The Borrower will comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable material Laws and requirements of Governmental Authorities (including, without limitation, Environmental Laws, the Act (as defined in Section 10.20) and ERISA and the rules and regulations thereunder) except where the necessity or fact of compliance therewith is contested in good faith by appropriate proceedings or as would not reasonably be expected to have a Material Adverse Effect.
 
6.06.                      Inspection of Property, Books and Records .  The Borrower will keep, and will cause its Subsidiaries to keep, proper books of record and account in which full, true and correct, in all material respects, entries shall be made of all dealings and transactions in relation to its business and activities to the extent required by GAAP or applicable Law; and will permit, and will cause each of its Subsidiaries to permit, representatives of any Lender at such Lender’s expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records, and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all at such reasonable times and as often as may reasonably be desired; provided, however, that if an Event of Default has occurred and is continuing, any visit and inspection by a Lender shall be at the sole expense of the Borrower.
 
6.07.                      Use of Proceeds .  The proceeds of any General Loan made under this Agreement will be used by the Borrower (i) to repay or refinance loans outstanding under the Existing Credit Agreement and to pay fees and expenses in connection with this Agreement, (ii) for working capital, capital expenditures, dividends, unit repurchases, and other lawful corporate or partnership purposes, (iii) to purchase assets from EQT Corporation and its Subsidiaries, and other future sellers, (iv) to fund all or any portion of the Drop-Down Transaction and to pay any fees, commissions and expenses incurred in connection with the Drop-Down Transaction, (v) to fund all or any portion of the RMP Merger and Refinancing Transaction and to pay any fees, commissions and expenses incurred in connection with the RMP Merger and Refinancing Transaction, or (vi) to make dividends or other distributions to EQT Corporation and its Subsidiaries in connection with asset contributions from EQT Corporation and its Subsidiaries or otherwise.  Notwithstanding the foregoing, the Borrower shall not request or use (i) the proceeds of any General Loan to fund any investment in Mountain Valley Pipeline in an aggregate amount that exceeds $500 million at any time outstanding (it being understood and agreed that the repayment or refinancing of loans under the Existing Credit Agreement shall not in any case be deemed an investment in Mountain Valley Pipeline), (ii) the proceeds of any Drop-Down Loan for any purpose other than those set forth in clause (iv) of the immediately preceding sentence, and (iii) the proceeds of any RMP Loan for any purpose other than those set forth in clause (v) of the immediately preceding sentence.
 
6.08.                      Governmental Approvals and Filings .  The Borrower will, and will cause each of its Subsidiaries to, keep and maintain in full force and effect all action by or in respect of, or filing with, any Governmental Authority necessary in connection with (a) the execution and delivery of this Agreement, or any Note issued hereunder by the Borrower, (b) the consummation by the Borrower of the transactions herein or therein contemplated, (c) the performance of or compliance with the terms and conditions hereof or thereof by the Borrower, or (d) any other actions required to ensure the legality, validity, binding effect, enforceability or admissibility in evidence hereof or thereof.
 
6.09.                      Material Contracts .  The Borrower will comply, and will cause its Subsidiaries to comply, with all material contracts with EQT Corporation necessary for the ongoing operation and
 
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business of the Borrower or such Subsidiary in the ordinary course, except where the failure to comply has not had, or would not reasonably be expected to have, a Material Adverse Effect.
 
6.10.                      Reserved.
 
6.11.                      Reserved.
 
6.12.                      Anti-Money Laundering/International Trade Law Compliance .  The Borrower covenants and agrees that (a) none of the Borrower or any of its Subsidiaries will become a Sanctioned Person, (b) none of the Borrower or any of its Subsidiaries, either in its own right or, to the knowledge of the Borrower or such Subsidiary, through any third party, will (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, or (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (c) it shall maintain in effect policies and procedures intended to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents with Anti-Terrorism Laws and applicable Sanctions, (d) the Borrower will comply, and will cause its Subsidiaries, and to the knowledge of the Borrower, its and their respective directors, officers, employees (in each such Person’s capacity as a director, officer or employee of the Borrower or its Subsidiaries) and agents to comply, with Anti-Terrorism Laws and applicable Sanctions in all material respects, (e) the funds used to repay the Obligations will not be derived from any unlawful activity of the Borrower or its Subsidiaries, and (f) the Borrower shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event.
 
ARTICLE VII
 
NEGATIVE COVENANTS
 
The Borrower agrees that so long as any Lender has any Commitment hereunder, or any Loan or Obligation payable hereunder remains unpaid:
 
7.01.                      Liens .  Neither the Borrower nor any Subsidiary shall, directly or indirectly, create, incur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:
 
(a)                                  Liens (other than Liens imposed under ERISA) for Taxes, assessments or governmental charges or levies not past due for more than 60 days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
 
(b)                                  Liens of landlords (other than to secure Debt) and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not past due for more than 60 days or, if delinquent, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;
 
(c)                                   pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
 
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(d)                                  Liens to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
 
(e)                                   easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
 
(f)                                    Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
 
(g)                                   leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any of its Subsidiaries;
 
(h)                                  any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
 
(i)                                      normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;
 
(j)                                     Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;
 
(k)                                  Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
 
(l)                                      Liens, if any, securing any of the “Obligations” under and as defined in the Existing Credit Agreement;
 
(m)                              Liens created pursuant to construction, operating and maintenance agreements, transportation agreements and other similar agreements and related documents entered into in the ordinary course of business;
 
(n)                                  rights of first refusal entered into in the ordinary course of business;
 
(o)                                  Liens consisting of any (i) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property of the Borrower or any Subsidiary or to use such property, (ii) obligations or duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in any Governmental Authority or public utility to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, or (iii) zoning laws, ordinances or municipal regulations;
 
(p)                                  Liens on deposits required by any Person with whom the Borrower or any of its Subsidiaries enters into a Swap Contract, to the extent such Swap Contracts are entered into in the ordinary course of business;
 
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(q)                                  any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event;
 
(r)                                     any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary, and not created in contemplation of such acquisition;
 
(s)                                    any Lien securing any refinancing, extension, renewal or refunding of any obligation that is secured by any Lien permitted by any of the foregoing clauses (q) and (r), so long as the amount of such obligation is not increased;
 
(t)                                     any Lien in favor of the Borrower and/or any Subsidiary (other than Liens on assets of the Borrower);
 
(u)                                  Liens imposed by ERISA which do not constitute an Event of Default and which are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor;
 
(v)                                  Liens on the membership interests or other equity interests of a Designated Joint Venture owned by the Borrower or any Subsidiary securing indebtedness of such Designated Joint Venture;
 
(w)                                Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or other obligations; provided that the aggregate principal amount of all such Debt and obligations does not exceed an amount equal to 15% of Consolidated Net Tangible Assets at the time of creation, incurrence or assumption of such Lien; and
 
(x)                                  Liens on any amounts held by a trustee under any indenture issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture pursuant to customary discharge, redemption or defeasance provisions.
 
7.02.                      Financial Covenant .   The Consolidated Leverage Ratio, as at the end of each fiscal quarter of the Borrower (beginning with the fiscal quarter ending June 30, 2018), shall be less than or equal to 5.0 to 1.0; provided , that, subsequent to the consummation of a Qualified Acquisition, the Consolidated Leverage Ratio, as at the end of the three consecutive fiscal quarters following such Qualified Acquisition, shall be less than or equal to, 5.50 to 1.00.
 
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
 
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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 any Drop-Down Acquisition with EQT Corporation or its Affiliates and the transactions related thereto, and shall not prohibit the 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.
 
7.04.                      Restricted Payments.   Borrower will not declare or make, directly or indirectly, any Restricted Payment, during the occurrence and continuance of an Event of Default under Section 8.01(a) , 8.01(b)  (solely due to the failure to satisfy the covenant contained in Section 7.02 ), 8.01(f)  or 8.01(g) , or if a Default or Event of Default under the foregoing Sections would be caused by the making of such Restricted Payment.
 
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 merge with EQGP in a transaction in which EQGP survives, so long as (A) no Default or Event of Default shall exist or be caused thereby, (B) EQGP assumes the Borrower’s obligations under this Agreement pursuant to an agreement reasonably satisfactory to the Administrative Agent, and (C) the general partner of the surviving entity is a Subsidiary of EQT Corporation or of a Permitted Transferee immediately following such merger.
 
7.06.                      Change in Nature of Business .  The Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, engage in any material line of business other than the midstream oil and gas business or any business substantially related or incidental thereto.
 
7.07.                      Use of Proceeds .  The Borrower shall not use the proceeds of any Credit Extension, whether directly or indirectly, for a purpose that entails a violation of Regulation U of the FRB. The proceeds of the Loans shall not be used, directly or indirectly, by the Borrower or its Subsidiaries to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law.
 
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7.08.                      Dispositions .  The Borrower will not make, nor permit its Subsidiaries to make, any Disposition (whether in one transaction or a series of transactions) that constitutes all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole.
 
7.09.                      Debt .  The Borrower will not, nor will it permit its Subsidiaries to, create, incur, assume or suffer to exist any Debt except:
 
(a)                                  Debt pursuant to this Agreement or the Existing Credit Agreement;
 
(b)                                  Current liabilities of the Borrower or its Subsidiaries incurred in the ordinary course of business that is extended in connection with the normal purchases of goods and services;
 
(c)                                   Debt of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or any Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (ii) at the time of and immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(c) , and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended;
 
(d)                                  Debt in the form of Taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not be past due;
 
(e)                                   all obligations of such Person arising under letters of credit (including standby and commercial);
 
(f)                                    Debt solely resulting from a pledge of the membership interests or other equity interests in a Designated Joint Venture owned by the Borrower or a Subsidiary securing indebtedness of such Designated Joint Venture;
 
(g)                                   other Debt of the Borrower so long as, after giving effect to the incurrence of such Debt, the Borrower is in compliance with Section 7.02 (and Debt of the Borrower outstanding on the Closing Date so long as, after giving effect to the incurrence of any Debt to be incurred on the Closing Date and the use of proceeds thereof, the Borrower is in compliance with Section 7.02 ); and
 
(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 Debt outstanding under this clause (h) does not exceed 15% of Consolidated Net Tangible Assets.
 
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7.10.                      Changes in Fiscal Year; Organization Documents .   The Borrower shall not 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.
 
ARTICLE VIII
 
EVENTS OF DEFAULT AND REMEDIES
 
8.01.                      Events of Default .  Any of the following events shall constitute an “ Event of Default ”:
 
(a)                                  Non-Payment .  The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five days after the same becomes due, any interest on any Loan, or any facility or other fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or
 
(b)                                  Specific Covenants .  The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.01(d) , 6.04 (with respect to the Borrower’s existence), 6.07 or 6.08 or Article VII ; or
 
(c)                                   Other Defaults .  The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or
 
(d)                                  Representations and Warranties .  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower, in this Agreement or in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (except to the extent qualified by materiality, in which case they shall be true and correct in all respects and except that the representation and warranty made in Section 5.15(a)  shall be true and correct in all respects) when made or deemed made; provided that (except in the case of any representation, warranty or certification made with respect to any financial statement of the Borrower) if such lack of correctness is capable of being remedied or cured within a 30-day period, Borrower shall have a period of 30 days after the earlier of (i) written notice thereof has been given to Borrower by Administrative Agent (acting on the request of one or more Lenders) or (ii) a Responsible Officer of the General Partner has obtained knowledge thereof, within which to remedy or cure such lack of correctness; or
 
(e)                                   Cross-Payment Default .  (i) The Borrower (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Debt, or (B) fails to observe or perform any other agreement or condition relating to any Material Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Debt to cause, with the giving of notice if required, the maturity of such Material Debt to be accelerated or to cause such Material Debt to be repurchased, prepaid, defeased or redeemed (automatically or otherwise, other than, for the avoidance of doubt, in connection with the mandatory redemption of any debt securities pursuant to “special mandatory redemption” or similar provisions contained in the indenture or other agreement governing such debt securities), or an offer to repurchase, prepay, defease or redeem such Debt to be made, prior to its stated maturity or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting
 
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Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $25,000,000; or
 
(f)                                    Insolvency Proceedings, Etc.   The Borrower or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or
 
(g)                                   Inability to Pay Debts; Attachment .  (i) The Borrower or any Subsidiary admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or
 
(h)                                  Judgments .  There is entered against the Borrower or any Subsidiary final judgments or orders for the payment of money in an aggregate amount exceeding $25,000,000 (to the extent not (i) covered by independent third-party insurance as to which the insurer does not dispute coverage and/or (ii) fully indemnified by (x) EQT Corporation or (y) a third party who has acknowledged liability for such judgment and has either provided credit support for such indemnity obligations that is reasonably acceptable to the Administrative Agent or otherwise has an Investment Grade Rating), and (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or
 
(i)                                      ERISA .  (i) Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $25,000,000 which it shall have become liable to pay under Title IV of ERISA; or (ii) notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Material Plan; or (iv) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or (v) there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans, which, in the case of each of clauses (ii) — (v) above, could cause one or more members of the ERISA Group to incur a current payment obligation in excess of $25,000,000 in the aggregate; or
 
(j)                                     Invalidity of Loan Documents .  Any Loan Document at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower contests in any manner the validity or enforceability of any Loan Document; or the Borrower
 
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denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or
 
(k)                                  Change of Control .  There occurs any Change of Control.
 
8.02.                      Remedies Upon Event of Default .  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of:
 
(a)                                  the Required Lenders, take any or all of the following actions:
 
(i)                                      declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;
 
(ii)                                   declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document with respect to the Commitments or Loans to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and
 
(iii)                                exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;
 
provided , however , in each case, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans shall automatically terminate, and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.
 
8.03.                      Application of Funds .  After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 8.02 ), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:
 
First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III ) payable to the Administrative Agent in its capacity as such;
 
Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs and amounts payable under Article III ), ratably among them in proportion to the amounts described in this clause Second payable to them;
 
Third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;
 
Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and
 
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Last , the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.
 
ARTICLE IX
 
ADMINISTRATIVE AGENT
 
9.01.                      Appointment and Authorization of Administrative Agent .  Each of the Lenders hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
 
9.02.                      Rights as a Lender .  The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
 
9.03.                      Exculpatory Provisions .  The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature.  Without limiting the generality of the foregoing, the Administrative Agent:
 
(a)                                  shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
 
(b)                                  shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
 
(c)                                   shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information
 
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relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
 
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02 ) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower or a Lender.
 
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
 
9.04.                      Reliance by Administrative Agent .  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.  The Administrative Agent shall be entitled to rely on legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
 
9.05.                      Indemnification of Administrative Agent .  Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent and each Agent-Related Person related to the Administrative Agent (in each case, to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it, provided that such unreimbursed Indemnified Liabilities were incurred by or asserted against the Administrative Agent in each case in its capacity as such or against any Agent-Related Persons acting for the Administrative Agent in connection with such capacity; provided , however , that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; and provided , further , that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.  Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration,
 
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modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower.  The obligations of the Lenders in this Section are subject to the provisions of Section 2.12(e)  and shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.
 
9.06.                      Delegation of Duties .  The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent.  The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
 
9.07.                      Resignation of Administrative Agent .  The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower (so long as no Event of Default exists), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.
 
9.08.                      Non-Reliance on Administrative Agent and Other Lenders .  Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also
 
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acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
 
9.09.                      No Other Duties, Etc .  Anything herein to the contrary notwithstanding, none of the Arrangers, the Syndication Agent or Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.
 
9.10.                      Administrative Agent May File Proofs of Claim .  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise
 
(a)                                  to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09 , 10.04 and 10.05 ) allowed in such judicial proceeding; and
 
(b)                                  to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
 
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 , 10.04 and 10.05 .
 
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
 
ARTICLE X
 
MISCELLANEOUS
 
10.01.               Amendments, Etc.   No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no such amendment, waiver or consent shall:
 
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(i)                                      extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02 ) without the written consent of such Lender;
 
(ii)                                   postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
 
(iii)                                reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (C) of the second proviso to this Section 10.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided , however , that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
 
(iv)                               change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments or order of payments required thereby without the written consent of each Lender directly affected thereby;
 
(v)                                  change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
 
(vi)                               release the Borrower without the written consent of each Lender; or
 
(vii)                            amend or modify Section 4.02 without the consent of the Required Lenders;
 
and, provided further , that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (B) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (C) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.
 
10.02.               Notices; Effectiveness; Electronic Communication.
 
(a)                                  Notices Generally .  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier
 
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as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
 
(i)                                      if to the Borrower or the Administrative Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02 ; and
 
(ii)                                   if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.
 
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).
 
(b)                                  Electronic Communications .  Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
 
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
 
(c)                                   The Platform .  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative
 
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Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided , however , that in no event shall any Agent Party have any liability to the Borrower, any Lender, or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
 
(d)                                  Change of Address, Etc .  Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.
 
(e)                                   Reliance by Administrative Agent and Lenders .  The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.  All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
 
10.03.               No Waiver; Cumulative Remedies .  No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
 
10.04.               Attorney Costs, Expenses and Taxes .  The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs.  The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and Other Taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender.  All amounts due under this Section 10.04 shall be
 
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payable within ten Business Days after demand therefor.  The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.
 
10.05.               Indemnification; Damage Waiver .
 
(a)                                  Indemnification by the Borrower .  Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “ Indemnitees ”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or the use or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Substances on or from any property currently or formerly owned or operated by the Borrower or any Subsidiary of the Borrower, or any Environmental Liability related in any way to the Borrower or any Subsidiary of the Borrower, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto and regardless of whether brought by the Borrower or any third party (all the foregoing, collectively, the “ Indemnified Liabilities ”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee, or that of its respective affiliates,  partners, directors, officers, agents and advisors, (y) a claim brought by the Borrower or any of its Subsidiaries against an Indemnitee for material breach in bad faith of such Indemnitee’s obligations under the Loan Documents or (z) a claim brought by one Indemnitee against another Indemnitee so long as such claim does not involve, or result from, an action or inaction by the Borrower or any Affiliate of the Borrower.  No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement.  All amounts due under this Section 10.05 shall be payable within ten Business Days after demand therefore.  The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.  Without limiting the provisions of Section 3.01, this Section 10.05(a) shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
 
(b)                                  Waiver of Consequential Damages, Etc.   To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument entered into or delivered pursuant hereto, the transactions contemplated hereby or thereby, any Loan or the use of the
 
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proceeds thereof.  No Indemnitee referred to in subsection (a)  above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
 
10.06.               Payments Set Aside .  To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.
 
10.07.               Successors and Assigns .
 
(a)                                  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b)  of this Section, (ii) by way of participation in accordance with the provisions of subsection (d)  of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f)  of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d)  of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.
 
(b)                                  Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:
 
(i)                                      Minimum Amounts .
 
(A)                                in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund (as defined in subsection (h)  of this Section), no minimum amount need be assigned, and
 
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(B)                                in any case not described in subsection (b)(i)(A)  of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.
 
(ii)                                   Proportionate Amounts .  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to each Class of Loans and Commitments.
 
(iii)                                Required Consents .  No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B)  of this Section and, in addition:
 
(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 to a Person that is a Lender, an Affiliate of a Lender or an Approved Fund with respect to such 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; and
 
(B)                                the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender.
 
(iv)                               Assignment and Assumption .  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
 
(v)                                  No Assignment to Certain Persons .  No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause B , or (C) to a natural person.
 
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(vi)                               Certain Additional Payments .  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
 
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c)  of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, except to the extent otherwise specifically provided hereunder, and only to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 , 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.  Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d)  of this Section.
 
(c)                                   The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
 
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(d)                                  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any  provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant.  Subject to subsection (e)  of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b)  of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provide d that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
 
(e)                                   A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant, and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01 (including subsection 3.01(f) ), and be subject to Sections 3.06 and 10.16 as though it were a Lender.
 
(f)                                    Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
 
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(g)                                   Electronic Execution of Assignments .  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
 
(h)                                  As used herein, the following terms have the following meanings:
 
“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.07(b)(iii)  and (b)(v)  (subject to such consents, if any, as may be required under Section 10.07(b)(iii) ).
 
“ Fund ” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
 
“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
 
(i)                                      Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities, provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07 , (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.
 
10.08.               Confidentiality .  Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty’s or prospective counterparty’s professional advisor) to any swap or derivative transaction relating to obligations of the Borrower; (g) with the consent of the Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or (i) to the National Association of Insurance Commissioners or any other similar organization (including any credit insurance provider
 
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relating to the Borrower and its obligations).  In addition, the Administrative Agent and the Lenders may disclose, after the Closing Date, the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions.  For purposes of this Section, “ Information ” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
 
Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.
 
10.09.               Set-off .  In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower, any such notice being waived by the Borrower to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the Borrower against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.
 
10.10.               Interest Rate Limitation .  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
 
10.11.               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 signature page of this Agreement by facsimile or electronic mail shall be effective as delivery of manually executed counterpart hereof and shall constitute an agreement to deliver an original executed counterpart if requested.
 
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10.12.               Integration .  This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.  In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.  Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.
 
10.13.               Survival of Representations and Warranties .  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.
 
10.14.               Severability .  If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents 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.
 
10.15.               Reserved
 
10.16.               Replacement of Lenders .  If any Lender requests compensation under Section 3.04 , or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 10.16(a) , or if any Lender suspends its obligations to make, maintain or continue Eurodollar Rate Loans pursuant to Section 3.02 or any Lender is a Defaulting Lender or a Non-Consenting Lender, or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07 ), all of its interests, rights (other than its existing rights to payments pursuant to Section 3.04 or Section 3.01 ) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
 
(a)                                  the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.07(b) ;
 
(b)                                  such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
 
75 

 
(c)                                   in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter;
 
(d)                                  such assignment does not conflict with applicable Laws; and
 
(e)                                   in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.
 
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.  Solely for purposes of effecting any assignment involving a Defaulting Lender under this Section 10.16 and to the extent permitted under applicable Laws, each Lender hereby agrees that any Assignment and Acceptance done in accordance with this Section 10.16 shall be effective against a Defaulting Lender five (5) Business Days after it has been given notice of the same, whether or not such Defaulting Lender has executed such Assignment and Acceptance, and such Defaulting Lender shall be bound thereby as fully and effectively as if such Defaulting Lender had personally executed, acknowledged and delivered the same.
 
10.17.               Governing Law.
 
(a)                                  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 
(b)                                  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.
 
10.18.               No Advisory or Fiduciary Responsibility .  In connection with all aspects of each transaction contemplated hereby, the Borrower acknowledges and agrees that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Lenders and the Arrangers, on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or
 
76 

 
other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the Administrative Agent, the Lenders and the Arrangers, each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person; (iii) none of the Administrative Agent, any Lender or any Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any Lender or Arranger has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, any Lender or any Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent, the Lenders, the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, any Lender or any Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent, the Lenders and the Arranger(s) have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.  The Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Lenders and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty.
 
10.19.               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 ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, 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.
 
10.20.               USA PATRIOT Act Notice .  Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each Borrower that opens an account. What this means: when the Borrower opens an account, the relevant financial institution will ask for the business name, business address, taxpayer identifying number and other information that will allow the financial institution to identify the Borrower, such as organizational documents. For some businesses and organizations, the financial institution may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization.
 
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10.21.               Entire Agreement .  This Agreement 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.
 
10.22.               No General Partner’s Liability for Facility .  It is hereby understood and agreed that the General Partner shall have no personal liability, as general partner or otherwise, for the payment of any amount owing or to be owing hereunder or under any other Loan Document with respect to the Commitments or the Loans.  In furtherance of the foregoing, the Administrative Agent and the Lenders agree for themselves and their respective successors and assigns that no claim arising against the Borrower or any of its Subsidiaries under any Loan Document with respect to the Commitments or the  Loans shall be asserted against the General Partner (in its individual capacity), any claim arising against the Borrower or any of its Subsidiaries under any Loan Document with respect to the Commitments or the Loans shall be made only against and shall be limited to the assets of the Borrower and its Subsidiaries, and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement or any of the other Loan Documents with respect to the Commitments or the Loans shall be obtained or enforced against the General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of the Obligations with respect to the Commitments or the Loans or any claims arising under this Agreement or any other Loan Document with respect to the Commitments or the Loans, any right to proceed against the General Partner individually or its respective assets being hereby expressly waived by the Lenders for themselves and their respective successors and assigns.
 
10.23.               Acknowledgement and Consent to Bail-In of EEA Financial Institutions .  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
 
(a)                                  the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
 
(b)                                  the effects of any Bail-In Action on any such liability, including, if applicable:
 
(i)                                      a reduction in full or in part or cancellation of any such liability;
 
(ii)                                   a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
 
(iii)                                the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
 
10.24.               Certain ERISA Matters .
 
(a)                                  Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the
 
78 

 
Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any of its Subsidiaries, that at least one of the following is and will be true:
 
(i)                                      such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments;
 
(ii)                                   the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement;
 
(iii)                                (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement; or
 
(iv)                               such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
 
(b)                                  In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any of its Subsidiaries, that:
 
(i)                                      none of the Administrative Agent, any Arranger nor any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto);
 
(ii)                                   the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29
 
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CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E);
 
(iii)                                the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations);
 
(iv)                               the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and
 
(v)                                  no fee or other compensation is being paid directly to the Administrative Agent, each Arranger or their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Commitments or this Agreement.
 
(c)                                   The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
 
[Signature pages follow]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:	EQT MIDSTREAM PARTNERS, LP, a Delaware limited partnership	
 	 	
 	By: EQT Midstream Services, LLC, its general partner, a Delaware limited liability company	
 	 	 	
 	 	By:	/s/ Robert J. McNally	
 	 	Name:	Robert J. McNally	
 	 	Title:	Senior Vice President and Chief Financial Officer	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	WELLS FARGO BANK, NATIONAL ASSOCIATION ,	
 	as Administrative Agent and as a Lender	
 	 	
 	 	By:	/s/ Jeffrey Cobb	
 	 	Name:	Jeffrey Cobb	
 	 	Title:	Director	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	BANK OF AMERICA, N.A. , as a Lender	
 	 	 	
 	By:	/s/ Tyler Ellis	
 	Name:	Tyler Ellis	
 	Title:	Director	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	DEUTSCHE BANK AG NEW YORK BRANCH , as a Lender	
 	 	 	
 	By:	/s/ Ming K Chu	
 	Name:	Ming K Chu	
 	Title:	Director	
 	 	 	
 	By:	/s/ Virginia Cosenza	
 	Name:	Virginia Cosenza	
 	Title:	Vice President	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	PNC BANK, NATIONAL ASSOCIATION , as a Lender	
 	 	 	
 	By:	/s/ John Engel	
 	Name:	John Engel	
 	Title:	Vice President	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH , as a Lender	
 	 	 	
 	By:	/s/ Mikhail Faybusovich	
 	Name:	Mikhail Faybusovich	
 	Title:	Authorized Signatory	
 	 	 	
 	By:	/s/ Andrew Griffin	
 	Name:	Andrew Griffin	
 	Title:	Authorized Signatory	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	JPMORGAN CHASE BANK, N.A. , as a Lender	
 	 	 	
 	By:	/s/ Debra Hrelja	
 	Name:	Debra Hrelja	
 	Title:	Vice President	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	MUFG Bank, Ltd. , as a Lender	
 	 	 	
 	By:	/s/ Anastasiya Haurylenia	
 	Name:	Anastasiya Haurylenia	
 	Title:	Vice President	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	ROYAL BANK OF CANADA , as a Lender	
 	 	 	
 	By:	/s/ Don J. McKinnerney	
 	Name:	Don J. McKinnerney	
 	Title:	Authorized Signatory	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH , as a Lender	
 	 	
 	By:	/s/ Alan Dawson	
 	 	Name:	Alan Dawson	
 	 	Title:	Director	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	THE TORONTO-DOMINION BANK, NEW YORK BRANCH , as a Lender	
 	 	 	
 	By:	/s/ Savo Bozic	
 	Name:	Savo Bozic	
 	Title:	Authorized Signatory	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	U.S. BANK NATIONAL ASSOCIATION , as a Lender	
 	 	 	
 	By:	/s/ Mark Salierno	
 	Name:	Mark Salierno	
 	Title:	Vice President	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	SUMITOMO MITSUI BANKING CORPORATION , as a Lender	
 	 	 	
 	By:	/s/ James D. Weinstein	
 	Name:	James D. Weinstein	
 	Title:	Managing Director	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH , as a Lender	
 	 	 	
 	By:	/s/ Donovan Broussard	
 	Name:	Donovan Broussard	
 	Title:	Authorized Signatory	
 	 	 	
 	By:	/s/ Megan Larson	
 	Name:	Megan Larson	
 	Title:	Authorized Signatory	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	CITIZENS BANK, N.A. , as a Lender	
 	 	 	
 	By:	/s/ David Baron	
 	Name:	David Baron	
 	Title:	Vice President	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 

 	THE HUNTINGTON NATIONAL BANK , as a Lender	
 	 	 	
 	By:	/s/ Joshua D. Elsea	
 	Name:	Joshua D. Elsea	
 	Title:	Senior Vice President	
 
[SIGNATURE PAGE TO EQT MIDSTREAM PARTNERS
364-DAY TERM LOAN AGREEMENT]

 
SCHEDULE 2.01(a)
 
LOAN COMMITMENTS AND PRO RATA SHARES

Lender	 	Drop-Down
Commitments	 	Pro Rata Share of
Drop-Down
Commitment	 	General
Commitments	 	Pro Rata Share of
General
Commitment	 	RMP
Commitments	 	Pro Rata Share of
RMP Commitment	 	
Wells Fargo Bank, National Association	 	$140,000,000	 	14.000000000	%	$168,000,000	 	14.000000000	%	$42,000,000	 	14.000000000	%	
Bank of America, N.A.	 	$140,000,000	 	14.000000000	%	$168,000,000	 	14.000000000	%	$42,000,000	 	14.000000000	%	
Deutsche Bank AG New York Branch	 	$110,000,000	 	11.000000000	%	$132,000,000	 	11.000000000	%	$33,000,000	 	11.000000000	%	
PNC Bank, National Association	 	$110,000,000	 	11.000000000	%	$132,000,000	 	11.000000000	%	$33,000,000	 	11.000000000	%	
Credit Suisse AG, Cayman Islands Branch	 	$60,000,000	 	6.000000000	%	$72,000,000	 	6.000000000	%	$18,000,000	 	6.000000000	%	
JPMorgan Chase Bank, N.A.	 	$60,000,000	 	6.000000000	%	$72,000,000	 	6.000000000	%	$18,000,000	 	6.000000000	%	
MUFG Bank, Ltd.	 	$60,000,000	 	6.000000000	%	$72,000,000	 	6.000000000	%	$18,000,000	 	6.000000000	%	
Royal Bank of Canada	 	$60,000,000	 	6.000000000	%	$72,000,000	 	6.000000000	%	$18,000,000	 	6.000000000	%	
The Bank of Nova Scotia, Houston Branch	 	$60,000,000	 	6.000000000	%	$72,000,000	 	6.000000000	%	$18,000,000	 	6.000000000	%	
The Toronto Dominion Bank, New York Branch	 	$60,000,000	 	6.000000000	%	$72,000,000	 	6.000000000	%	$18,000,000	 	6.000000000	%	
U.S. Bank National Association	 	$60,000,000	 	6.000000000	%	$72,000,000	 	6.000000000	%	$18,000,000	 	6.000000000	%	
Sumitomo Mitsui Banking Corporation	 	$26,000,000	 	2.600000000	%	$31,200,000	 	2.600000000	%	$7,800,000	 	2.600000000	%	
Canadian Imperial Bank of Commerce, New York Branch	 	$18,000,000	 	1.800000000	%	$21,600,000	 	1.800000000	%	$5,400,000	 	1.800000000	%	
Citizens Bank, N.A.	 	$18,000,000	 	1.800000000	%	$21,600,000	 	1.800000000	%	$5,400,000	 	1.800000000	%	
The Huntington National Bank	 	$18,000,000	 	1.800000000	%	$21,600,000	 	1.800000000	%	$5,400,000	 	1.800000000	%	
TOTAL	 	$1,000,000,000	 	100.000000000	%	$1,200,000,000	 	100.000000000	%	$300,000,000	 	100.000000000	%	

 
SCHEDULE 5.10
 
SUBSIDIARIES

Name of Subsidiary	 	Jurisdiction of
Organization	 	Direct/Indirect
Ownership
Percentage	 	Material Subsidiary
(Yes or No)	 	
Equitrans Investments, LLC	 	Delaware	 	100%	 	No	 	
Equitrans Services, LLC	 	Delaware	 	100%	 	No	 	
Equitrans, L.P.	 	Pennsylvania	 	100%	 	Yes	 	
EQT Midstream Finance Corporation	 	Delaware	 	100%	 	No	 	
EQM Gathering Holdings, LLC	 	Delaware	 	100%	 	No	 	
EQM Gathering Opco, LLC	 	Delaware	 	100%	 	Yes	 	
MVP Holdco, LLC	 	Delaware	 	100%	 	Yes	 	
Rager Mountain Storage Company LLC	 	Delaware	 	100%	 	No	 	
EQM GP Acquisition Sub, LLC	 	Delaware	 	100%	 	No	 	
EQM Acquisition Sub, LLC	 	Delaware	 	100%	 	No	 	

 
SCHEDULE 10.02
 
ADMINISTRATIVE AGENT’S OFFICE,
CERTAIN ADDRESSES FOR NOTICES
 
LOAN PARTIES:
 
c/o EQT Midstream Partners, LP
625 Liberty Avenue
Suite 1700
Pittsburgh, PA 15222
Attention: Assistant Treasurer
Telephone: (412) 553-5850
Facsimile: (412) 553-7890
Electronic Mail: treasury@eqt.com
Website: www.eqtmidstreampartners.com
 
ADMINISTRATIVE AGENT:
 
Administrative Agent’s Office :
 
Wells Fargo Bank, National Association
1525 W WT Harris Boulevard
Mail Code : D1109-019
Charlotte, NC 28262
Attention: Syndication Agency Services
Telephone: (704) 590-2706
Facsimile: (704) 590-2790
Electronic Mail : Agencyservices.requests@wellsfargo.com

 
EXHIBIT A
 
FORM OF LOAN NOTICE
 
Date:             ,           
 
To:                              Wells Fargo Bank, National Association, as Administrative Agent
 
Ladies and Gentlemen:
 
Reference is made to that certain 364-Day Term Loan Agreement, dated as of April 25, 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 EQT Midstream Partners, LP, a Delaware limited partnership (the “ Borrower ”), Wells Fargo Bank, National Association, as Administrative Agent and a Lender and the other Lenders therein named.
 
The undersigned hereby requests (select one):
 
A.                                     o     A Borrowing of General Loans comprised of (select one)(1):
 
o   Base Rate Loans
o   Eurodollar Rate Loans
 
B.                                     o     A Borrowing of Drop-Down Loans comprised of (select one)(2):
 
o   Base Rate Loans
o   Eurodollar Rate Loans
 
C.                                     o     A Borrowing of RMP Loans comprised of (select one)(3):
 
o   Base Rate Loans
o   Eurodollar Rate Loans
 
D.                                     o     A conversion of Base Rate Loans to Eurodollar Rate Loans
 
E.                                      o     A conversion of Eurodollar Rate Loans, with a current Interest Period ending on              ,        , to Base Rate Loans
 
F.                                       o     A continuation of Eurodollar Rate Loans, with a current Interest Period ending on             ,           

(1)  Not more than eight (8) Borrowings of General Loans may be requested as follows: (A) not more than five (5) during the Availability Period, (B) not more than two (2) may be made together with each Borrowing of Drop-Down Loans and (C) not more than one (1) may be made together with the Borrowing of RMP Loans, in each case subject to Section 6.07 of the Agreement, as set forth in Section 2.01 of the Agreement.
 
(2)  Not more than two (2) Borrowings of Drop-Down Loans may be requested, subject to Section 6.07 of the Agreement, as set forth in Section 2.01 of the Agreement.
 
(3)  Not more than one (1) Borrowing of RMP Loans may be requested, subject to Section 6.07 of the Agreement, as set forth in Section 2.01 of the Agreement.

 
1.                                       On                                           (a Business Day) (the “ Credit Extension Date ”).(4)
 
2.                                       In the amount of $                              .(5)
 
and, if applicable:
 
3.                                       For Eurodollar Rate Loans: with an Interest Period of           months.
 
If and only if either ‘A’, ‘B’ or ‘C’ is selected above (and not ‘D’, ‘E’ or ‘F’), the undersigned hereby certifies:
 
(a)                                  the representations and warranties of the Borrower contained in Article V of the Agreement (except the representations and warranties in Sections 5.04(c)  and 5.05 of the 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, which such prior disclosure, if any, is summarized on Schedule 1 attached hereto) or in any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of the Credit Extension contemplated herein (or, if such representation speaks as of an earlier date, as of such earlier date); and
 
(b)                                  no Default exists, or would result immediately after giving effect to the Credit Extension contemplated herein.

 	EQT MIDSTREAM PARTNERS, LP, a Delaware limited partnership	
 	 	
 	By: EQT Midstream Services, LLC, its general partner, a Delaware limited liability company	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	

(4)  If requesting (i) a new Eurodollar Rate Loan, (ii) converting a Loan or (iii) continuing a Eurodollar Rate Loan, must be at least 3 Business Days after the date of this Loan Notice. If requesting a new Base Rate Loan, may be same day as date of this Loan Notice.
 
(5)  Each borrowing/conversion/continuation must be at least $2,000,000 (or in integral multiples of $500,000 in excess thereof).

 
Schedule 1 to Loan Notice
 
[N/A][Describe any exceptions to the representations and warranties in Section 5.05 that have been previously disclosed to the Administrative Agent and identify when such disclosure was made and in what document].

 
EXHIBIT B
 
FORM OF NOTE
 
               [Date]
 
FOR VALUE RECEIVED, the undersigned (the “ Borrower ”), hereby promises to pay to                       or registered assigns (the “ Lender ”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain 364-Day Term Loan Agreement, dated as of April 25, 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 the Borrower, Wells Fargo Bank, National Association, as Administrative Agent and a Lender and the other Lenders therein named.
 
The Borrower promises to pay interest on the unpaid principal amount of each Loan outstanding from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
 
This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.  Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.
 
This Note is a Loan Document and is subject to Section 10.10 of the Agreement, which is incorporated herein by reference the same as if set forth herein verbatim.
 
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.
 
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

 	EQT MIDSTREAM PARTNERS, LP, a Delaware limited partnership	
 	 	
 	By: EQT Midstream Services, LLC, its general partner, a Delaware limited liability company	
 	 	
 	By:	 	
 	Name:	 	
 	Title:	 	

 
Loans and Payments with Respect Thereto

Date	 	Class of
Loan Made	 	Type of Loan
Made	 	Amount of
Loan Made	 	End of
Interest
Period	 	Amount of
Principal or
Interest Paid
This Date	 	Outstanding
Principal
Balance This
Date	 	Notation
Made By	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

 
EXHIBIT C
 
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 364-Day Term Loan Agreement, dated as of April 25, 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 EQT Midstream Partners, LP, a Delaware limited partnership (the “ Borrower ”), Wells Fargo Bank, National Association, as Administrative Agent and a Lender and the other Lenders therein named.
 
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                     (6) of the General Partner, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate (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 year-end audited financial statements required by Section 6.01(a)  of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant 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].
 
[Use following paragraph 1 for fiscal quarter-end financial statements]
 
1.             The unaudited financial statements required by Section 6.01(b)  of the Agreement for the fiscal quarter of the Borrower ended as of the above date, are:
 
[select one]:
 
[attached hereto as Schedule 1]

(6)  If this is a quarterly compliance certificate, it must be signed by the chief financial officer or the chief accounting officer if such certification is not included in the financial statements.

 
— 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, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end 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—
 
[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 on and as of the date of this Certificate.
 
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.

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

 	EQT MIDSTREAM PARTNERS, LP, a Delaware limited partnership	
 	 	
 	By: EQT Midstream 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 included in determining Consolidated Net Income for such period, taxes based on or measured by income:	 	$	                    	
 	 	 	 	 	 	
 	 	C.	to the extent included in determining Consolidated Net Income for such period, Consolidated Interest Charges:	 	$	                    	
 	 	 	 	 	 	
 	 	D.	to the extent included in determining Consolidated Net Income for such period, transaction expenses related to the execution and delivery of the Agreement (including, without limitation, financing fees and expenses) in an aggregate amount not to exceed $2.500 million:	 	$	                    	
 	 	 	 	 	 	
 	 	E.	to the extent included in determining Consolidated Net Income for such period, depreciation and amortization expense:	 	$	                    	

 

 	 	F.	the amount of cash dividends and cash distributions actually received during 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:	 	$	                    	
 	 	 	 	 	 	
 	 	G.	the amount collected during the period from capital lease arrangements with affiliates to the extent not already recognized in Consolidated Net Income:	 	$	                    	
 	 	 	 	 	 	
 	 	H.	non-cash long term compensation expenses:	 	$	                    	
 	 	 	 	 	 	
 	 	I.	to the extent included in determining Consolidated Net Income for such period, other income and equity in earnings from unconsolidated subsidiaries of the Borrower:	 	$	                    	
 	 	 	 	 	 	
 	 	J.	any amounts previously added to Consolidated EBITDA pursuant to clause (H) above during a prior period to the extent they are paid in cash during the current period:	 	 	
 	 	 	 	 	 	
 	 	K.	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.):	 	$	                    	
 	 	 	 	 	 	
III.	 	Consolidated Debt to Consolidated EBITDA for fiscal quarter ended the Statement Date:
(Line I.C. ¸ Line II.K.) (cannot exceed 5.00 to 1.00)(7)	 	                        	

(7)  Subsequent to the consummation of a Qualified Acquisition, the Consolidated Leverage Ratio, as at the end of the three consecutive fiscal quarters following such Qualified Acquisition, this Line III cannot exceed 5.50 to 1.00.

 
Schedule 3

Name of Subsidiary	 	Jurisdiction of
Organization	 	Direct/Indirect
Ownership Percentage	

 	 	 	 	 	

 
EXHIBIT D
 
FORM OF ASSIGNMENT AND ASSUMPTION
 
This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the] [each](8) Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each](9) Assignee identified in item 2 below ([the][each], an] “ Assignee ”).  [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](10) hereunder are several and not joint.](11) Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
 
For an agreed consideration, [the][each] the Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor] [the respective Assignors] under the facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “ Assigned Interest ”).  Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any]Assignor.
 
1.                                       Assignor[s]:                                                                 
 
2.                                       Assignee[s]:                                                                [for each Assignee, indicate [Lender] or [Affiliate] or [Approved Fund] of [identify Lender]]
 
3.                                       Borrower:                           EQT Midstream Partners, LP

(8)               For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose the second bracketed language.
9)                   For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is to a single Assignor, choose the first bracketed language.  If the assignment is from multiple Assignors, choose the second bracketed language.
(10)        Select as appropriate.
(11)        Include bracketed language if there are either multiple Assignors or multiple Assignees.

 
4.                                       Administrative Agent:                          Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement
 
5.                                       Credit Agreement:                                              The 364-Day Term Loan Agreement, dated as of April 25, 2018 among EQT Midstream Partners, LP, the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent and a Lender and the other Lenders therein named, as amended, restated, extended, supplemented or otherwise modified in writing from time to time
 
6.                                       Assigned Interest(12):
 
General Loans

Assignor[s]	 	Assignee[s]	 	Aggregate
Amount of
General
Commitment/
General Loans
for all Lenders	 	Amount of
General
Commitment/
General Loans
Assigned	 	Percentage
Assigned of
General
Commitment/
General Loans(13)	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	 	$	               	 	$	              	 	 	%	

Drop-Down Loans

Assignor[s]	 	Assignee[s]	 	Aggregate
Amount of
Drop-Down
Commitment/
Drop-Down Loans
for all Lenders	 	Amount of
Drop-Down
Commitment/
Drop-Down Loans
Assigned	 	Percentage
Assigned of
Drop-Down
Commitment/
Drop-Down Loans (14)	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	 	$	 	 	$	 	 	 	%	

RMP Loans

Assignor[s]	 	Assignee[s]	 	Aggregate
Amount of
RMP Commitment/
RMP Loans
for all Lenders	 	Amount of
RMP Commitment/
RMP Loans
Assigned	 	Percentage
Assigned of
RMP Commitment/
RMP Loans(15)	 	
 	 	 	 	 	 	 	 	 	 	
 	 	 	 	$	 	 	$	 	 	 	%	

[7.                                   Trade Date:                                                  ](16)

(12)        Each partial assignment shall be made as an assignment of a proportionate part of all the Assignor’s rights and obligations with respect to each Class of Loans and Commitments.
(13)        Set forth, to at least 9 decimals, as a percentage of the General Commitment of all Lenders thereunder.
(14)        Set forth, to at least 9 decimals, as a percentage of the Drop-Down Commitment of all Lenders thereunder.
(15)        Set forth, to at least 9 decimals, as a percentage of the RMP Commitment of all Lenders thereunder.
(16)        To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

 
Effective Date:                   , 20   [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
 
The terms set forth in this Assignment and Assumption are hereby agreed to:

 	ASSIGNOR	
 	 	
 	[NAME OF ASSIGNOR]	
 	 	
 	By:	 	
 	Title:	 	

 	ASSIGNEE	
 	 	
 	[NAME OF ASSIGNEE]	
 	 	
 	By:	 	
 	Title:	 	

 
[Consented to and](17) Accepted:

[NAME OF ADMINISTRATIVE AGENT],	 	
as Administrative Agent	 	
 	 	
By:	 	 	
Name:	 	 	
Title:	 	 	

[Consented to:](18)	 	
 	 	
[                              ],	 	
as [                      ]	 	
 	 	
By:	 	 	
Name:	 	 	
Title:	 	 	

(17)  To be included if required pursuant to Section 10.07(b)(iii) of the Credit Agreement.
(18)  To be included if required pursuant to Section 10.07(b)(iii) of the Credit Agreement.

 
Annex 1
to Assignment and Assumption
 
STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
 
1.                                       Representations and Warranties .
 
1.1.                             Assignor .  [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the [relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
 
1.2.                             Assignee .  [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such]  Assigned Interest, and (vii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
 
2.                                       Payments .  From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and

 
other amounts) to the [relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to the [relevant] Assignee for amounts which have accrued from and after the Effective Date.
 
3.                                       General Provisions .  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

 
EXHIBIT E
 
[Deleted]

 
EXHIBIT F
 
[Deleted]

 
EXHIBIT G-1
 
FORM OF
 
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the 364-Day Term Loan Agreement, dated as of April 25, 2018 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among EQT Midstream Partners, LP, a Delaware limited partnership (the “ Borrower ”), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent and a Lender.
 
Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]	 	
 	 	
By:	 	 	
 	Name:	 	
 	Title:	 	
 
Date:            , 20[  ]

 
EXHIBIT G-2
 
FORM OF
 
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the 364-Day Term Loan Agreement, dated as of April 25, 2018 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among EQT Midstream Partners, LP, a Delaware limited partnership (the “ Borrower ”), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent and a Lender.
 
Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]	 	
 	 	
By:	 	 	
 	Name:	 	
 	Title:	 	
 
Date:            , 20[  ]

 
EXHIBIT G-3
 
FORM OF
 
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the 364-Day Term Loan Agreement, dated as of April 25, 2018 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among EQT Midstream Partners, LP, a Delaware limited partnership (the “ Borrower ”), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent and a Lender.
 
Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]	 	
 	 	
By:	 	 	
 	Name:	 	
 	Title:	 	
 
Date:            , 20[  ]

 
EXHIBIT G-4

FORM OF
 
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
 
Reference is hereby made to the 364-Day Term Loan Agreement, dated as of April 25, 2018 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among EQT Midstream Partners, LP, a Delaware limited partnership (the “ Borrower ”), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent and a Lender.
 
Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.
 
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption.  By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
 
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]	 	
 	 	
By:	 	 	
 	Name:	 	
 	Title:	 	
 
Date:            , 20[  ]

Exhibit 99.1 

 
EQT Midstream Partners, EQT GP Holdings, and Rice Midstream Partners
Announce Streamlining Transaction
 
Pittsburgh, PA (April 26, 2018) — EQT Midstream Partners, LP (NYSE: EQM), EQT GP Holdings, LP (NYSE: EQGP), and Rice Midstream Partners LP (NYSE: RMP), today, announced a midstream streamlining transaction that includes:
 
·                   EQM’s acquisition of EQT Corporation’s (NYSE: EQT) retained midstream assets and Gulfport Energy’s (NYSE: GPOR) 25% ownership in the Strike Force Gathering System for $1.69 billion. EQT will receive $1.15 billion in cash and 5.9 million EQM common units and Gulfport Energy will receive $175 million in cash.
 
·                   The merger of EQM and RMP in a unit-for-unit transaction at an exchange ratio of 0.3319x, which implies a transaction value of $2.4 billion, including the assumption of RMP debt. The RMP debt balance as of March 31, 2018 was $325 million.
 
·                   EQGP’s purchase of RMP’s Incentive Distribution Rights (RMP IDRs) from EQT for 36.3 million EQGP common units.
 
This streamlining transaction is expected to be immediately accretive to both EQM and EQGP’s distributable cash flow per unit.
 
Transaction Details
 
EQM has entered into a definitive agreement with EQT to acquire its Olympus Gathering System and its 75% interest in the Strike Force Gathering System. EQM has also entered into a definitive agreement with Gulfport Energy to acquire its 25% interest in the Strike Force Gathering System. EQT will receive $1.15 billion in cash and 5.9 million EQM common units and Gulfport Energy will receive $175 million in cash. Additional details regarding the Olympus Gathering System and the Strike Force Gathering System (Ohio Gathering Assets), including an adjusted EBITDA forecast, are provided below. The acquisition is expected to close in the second quarter of 2018.
 
EQM and RMP have entered into a definitive merger agreement under which EQM will acquire RMP in a unit-for-unit transaction. Each holder of a common unit of RMP will receive 0.3319 units of EQM, representing a 10% premium to RMP and an equity value of $2.1 billion based on the closing RMP and EQM unit prices on April 25, 2018. EQM will also assume RMP debt, which totaled $325 million as of March 31, 2018. The transaction is expected to close in the third quarter of 2018, subject to customary closing conditions and the closing of the RMP IDRs purchase.
 
The merger of EQM and RMP creates significant operational efficiencies through the optimized buildout of gathering and header pipeline systems to service the combined EQT and legacy Rice Energy acreage footprint. The efficiency gains are expected to result in approximately $500 million of

 
capital avoidance, while achieving the same level of gathered volume growth during the next five years. In addition to the capital synergies, EQM expects to realize savings of approximately $15 million per year in operating and maintenance expense and selling, general and administrative expense.
 
EQGP has entered into a definitive agreement with EQT to acquire its ownership of the RMP IDRs for 36.3 million EQGP common units, which represents $937 million based on the April 25, 2018 EQGP closing unit price. The transaction is expected to close in the second quarter of 2018. In the event that the EQM/RMP merger is not completed, 8.5 million EQGP common units that had been issued as consideration would be cancelled and EQT would pay EQGP the aggregate amount of any distributions received from EQGP related to the cancelled units in cash.
 
Ohio Gathering Assets
 
The Ohio Gathering Assets consist of two dry natural gas gathering systems, known as Olympus and Strike Force. The Ohio Gathering Assets were designed and constructed to gather natural gas in the Utica shale in eastern Ohio, primarily in Belmont and Monroe Counties.
 
Olympus gathering
 
·                   68,000 acres dedicated to system
 
·                   1.0 Bcf per day average gathered volume in Q1 2018
 
·                   85 miles of natural gas gathering pipeline
 
·                   15,000 horsepower compression
 
·                   Multiple interstate pipeline connections (TETCO, REX, DEO)
 
Strike Force gathering
 
·                   5-year minimum volume commitment from Gulfport
 
·                   98,000 acres dedicated to system
 
·                   0.9 Bcf per day average gathered volume in Q1 2018
 
·                   67 miles of natural gas gathering pipeline
 
·                   17,000 horsepower compression
 
·                   Multiple interstate pipeline interconnects (TETCO, ET Ohio River, Rover, LXP)
 
Ohio Gathering Assets Projections

 	 	2018*	 	2019	 	2020	
Gathered Volume (Bcf/day)	 	1.8 – 2.0	 	2.0 – 2.2	 	2.2 – 2.4	
Adjusted EBITDA ($MM)	 	$165 - $175	 	$245 - $255	 	$255 - $265	
Expansion Capex ($MM)	 	$210	 	$180	 	$90	

* Reflects full-year. EQM acquisition of the Ohio Gathering Assets is expected to be effective May 1, 2018.
 
See the Non-GAAP Disclosures section of this news release for important disclosures regarding projected adjusted EBITDA and projected distributable cash flow.
 
EQM Financing
 
EQM has entered into a $2.5 billion 364-day syndicated term loan facility. EQM expects to borrow under the term loan facility to finance the cash consideration of the Ohio Gathering Assets acquisition, 2018 expansion capital expenditures, and Mountain Valley Pipeline (MVP) capital contributions. EQM expects to access the public debt markets over the coming months to retire amounts outstanding under the term loan facility and to fund expansion capital expenditures and MVP capital contributions.
 
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Based on the strength of EQM’s credit metrics and the current organic growth project backlog, EQM is not forecasting any additional public equity issuance at least through 2020.
 
Pro-forma Projections
 
The projections below assume a May 1, 2018 effective date for the Ohio Gathering Asset acquisition and a September 1, 2018 closing date for the EQM/RMP merger.
 
EQM pro-forma :
 
·                   Five-year organic growth capital backlog of approximately $4.8 billion
 
·                   Long-term target of 3.5x debt to EBITDA, which is an investment grade metric
 
·                   1.1x - 1.2x target distribution coverage ratio
 
·                   Annual distribution per unit growth of 15% to 20% for several years

 	 	2018	 	2019	 	2020	
EQM	 	 	 	 	 	 	
Net Income ($B)	 	$0.70 - $0.80	 	$0.95 - $1.05	 	$1.00 - $1.10	
Adjusted EBITDA ($B)	 	$0.90 - $1.00	 	$1.40 - $1.50	 	$1.55 - $1.65	
Distributable Cash Flow ($B)	 	$0.75 - $0.85	 	$1.15 - $1.25	 	$1.25 - $1.35	
Distribution per unit (using midpoint of guidance)*	 	$4.50	 	$5.29	 	$6.21	
Expansion Capex + MVP capital contributions ($B)	 	$1.6 - $1.8	 	$0.9 - $1.1	 	$0.5 - $0.7	
EQGP	 	 	 	 	 	 	
Distribution per unit*	 	$1.21	 	$1.67	 	$2.09	
Distribution per unit year-over-year growth*	 	39%	 	38%	 	25%	

*Based on midpoint of 15% - 20% year-over-year distribution growth rate guidance for EQM.
 
Approvals
 
The boards of directors of EQT and each of EQGP, EQM and RMP, as well as the conflicts committees of EQGP, EQM and RMP, have unanimously approved these transactions. Completion of the EQM/RMP merger is subject to the approval of the RMP unitholders, as well as certain customary regulatory and other closing conditions.
 
Advisors
 
Goldman Sachs & Co. LLC acted as financial advisor and Wachtell, Lipton, Rosen & Katz and Baker Botts L.L.P. acted as legal advisors to EQT. Evercore acted as financial advisor and Richards, Layton & Finger, P.A. acted as legal advisor to the Conflicts Committee of EQM. Jefferies LLC acted as financial advisor and Latham & Watkins LLP acted as legal advisor to the Conflicts Committee of RMP. Baird acted as financial advisor and Hunton Andrews Kurth LLP acted as legal advisor to the Conflicts Committee of EQGP.
 
About EQT Midstream Partners:
 
EQT Midstream Partners, LP is a growth-oriented limited partnership formed by EQT Corporation to own, operate, acquire, and develop midstream assets in the Appalachian Basin. The Partnership provides midstream services to EQT Corporation and third-party companies through its strategically located transmission, storage, and gathering systems that service the Marcellus and Utica regions. The Partnership owns approximately 950 miles of FERC-regulated interstate pipelines; and also owns approximately 1,800 miles of high- and low-pressure gathering lines.
 
Visit EQT Midstream Partners, LP at www.eqtmidstreampartners.com.
 
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About EQT GP Holdings:
 
EQT GP Holdings, LP is a limited partnership that owns the general partner interest, all of the incentive distribution rights, and a portion of the limited partner interests in EQT Midstream Partners, LP. EQT Corporation owns the general partner interest and a 90% limited partner interest in EQT GP Holdings, L.P.
 
Visit EQT GP Holdings, LP at www.eqtmidstreampartners.com.
 
About Rice Midstream Partners:
 
Rice Midstream Partners LP is a fee-based, growth-oriented limited partnership formed to own, operate, develop and acquire midstream assets in the Appalachian basin. RMP provides midstream services to EQT Corporation and third-party companies through its natural gas gathering, compression and water assets in the rapidly developing dry gas cores of the Marcellus and Utica Shales.
 
Visit Rice Midstream Partners LP at www.ricemidstream.com.
 
About EQT Corporation:
 
EQT Corporation is an integrated energy company with emphasis on Appalachian area natural gas production, gathering, and transmission. With nearly 130 years of experience and a long-standing history of good corporate citizenship, EQT is the largest producer of natural gas in the United States. As a leader in the use of advanced horizontal drilling technology, EQT is committed to minimizing the impact of drilling-related activities and reducing its overall environmental footprint. Through safe and responsible operations, EQT is helping to meet our nation’s growing demand for clean-burning energy, while continuing to provide a rewarding workplace and enrich the communities where its employees live and work. EQT owns the general partner interest and a 90% limited partner interest in EQT GP Holdings, LP, which owns the general partner interest, all of the incentive distribution rights, and a portion of the limited partner interest in EQT Midstream Partners, LP. EQT also owns the general partner interest, all of the incentive distribution rights, and a 28% limited partner interest in Rice Midstream Partners LP.
 
Visit EQT Corporation at www.EQT.com; and to learn more about EQT’s sustainability efforts, please visit https://csr.eqt.com.
 
NON-GAAP DISCLOSURES
 
Adjusted EBITDA and Distributable Cash Flow
 
As used in this news release, adjusted EBITDA means net income plus net interest expense, depreciation and amortization expense, payments on EQM’s preferred interest in EQT Energy Supply, LLC (Preferred Interest) received and non-cash long-term compensation expense less equity income and AFUDC - equity. As used in this news release, distributable cash flow means EQM adjusted EBITDA less net interest expense excluding interest income on the Preferred Interest, capitalized interest and AFUDC - debt, and ongoing maintenance capital expenditures net of expected reimbursements. Distributable cash flow should not be viewed as indicative of the actual amount of cash that EQM has available for distributions from operating surplus or that EQM plans to distribute. Adjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of EQM’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, use to assess:
 
·                   EQM’s operating performance as compared to other publicly traded partnerships in the midstream energy industry without regard to historical cost basis or, in the case of adjusted EBITDA, financing methods;
 
·                   the ability of EQM’s assets to generate sufficient cash flow to make distributions to EQM unitholders;
 
·                   EQM’s ability to incur and service debt and fund capital expenditures; and
 
·                   the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
 
EQM believes that adjusted EBITDA and distributable cash flow provide useful information to investors in assessing EQM’s results of operations and financial condition. Adjusted EBITDA and distributable cash flow should not be considered as alternatives to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because adjusted EBITDA and distributable cash flow may be defined differently by other companies in its industry, EQM’s definition of adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measures.
 
EQM is unable to project net cash provided by operating activities or provide the related reconciliation between projected distributable cash flow and projected net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP, because net cash provided by operating activities includes the impact of changes in operating assets and liabilities.  Changes in operating assets and liabilities relate to the timing of EQM’s cash receipts and
 
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disbursements that may not relate to the period in which the operating activities occurred, and EQM is unable to project these timing differences with any reasonable degree of accuracy to a specific day, three or more months in advance. EQM is also unable to provide a reconciliation of its projected EBITDA to projected net income, the most comparable financial measure calculated in accordance with GAAP, because EQM does not provide guidance with respect to the intra-year timing of its or the Mountain Valley Pipeline, LLC’s capital spending, which impact AFUDC-debt and equity and equity earnings, among other items, that are reconciling items between adjusted EBITDA and net income.  The timing of capital expenditures is volatile as it depends on weather, regulatory approvals, contractor availability, system performance and various other items. EQM provides a range for the forecasts of net income, adjusted EBITDA and distributable cash flow to allow for the variability in the timing of cash receipts and disbursements, capital spending and the impact on the related reconciling items, many of which interplay with each other.  Therefore, the reconciliations of projected distributable cash flow and adjusted EBITDA to projected net cash provided by operating activities and net income are not available without unreasonable effort.
 
EQT’s Retained Midstream Assets Adjusted EBITDA
 
EQT’s Retained Midstream Assets EBITDA means the earnings before interest, taxes and depreciation of EQT’s retained midstream assets. EBITDA of these assets is a non-GAAP supplemental financial measure that management and external users of EQM’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, use to assess the impact of the potential sale of the retained midstream assets from EQT to EQM through one or more drop-down transactions on EQM’s future results of operations.
 
EQM believes that the projected EBITDA of the retained midstream assets provides useful information to investors in assessing the impact of the potential drop-down transactions on EQM’s future results of operations. EBITDA should not be considered as an alternative to net income, operating income, or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income. Additionally, because EBITDA may be defined differently by other companies in EQM’s industry, the definition of EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measure.
 
EQM has not provided projected net income from the retained midstream assets, the most comparable financial measure calculated in accordance with GAAP, or a reconciliation of projected EBITDA to projected net income of the assets. The retained midstream assets are operated as part of EQT’s Production business segment, and EQT does not allocate certain costs, such as interest and tax expenses, to individual assets within its business segments. Therefore, the projected net income of the retained midstream assets and a reconciliation of projected EBITDA of the assets to projected net income from those assets are not available without unreasonable effort.
 
Cautionary Statements
 
Disclosures in this news release contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of EQT and its subsidiaries, including EQGP, EQM, and RMP, including whether the midstream transactions described in this news release are completed, as expected or at all, and the timing of any such transactions; whether the conditions to the midstream transactions can be satisfied; whether the operational, financial and strategic benefits of the midstream transactions can be achieved; whether the costs and expenses of the midstream transactions can be controlled within expectations; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the midstream transactions; competitive responses to the transactions; the possibility that the anticipated benefits of the transactions are not realized when expected or at all; the possibility that the transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transactions; litigation relating to the transactions; guidance regarding EQM’s volumes and related growth; infrastructure programs (including the timing, cost, capacity and sources of funding with respect to gathering and transmission projects); the cost, capacity, timing of regulatory approvals and anticipated in-service date of the Mountain Valley Pipeline (MVP); the ultimate terms, partners and structure of the MVP joint venture; internal rate of return (IRR); compound annual growth rate (CAGR); capital commitments, projected capital contributions and capital and operating expenditures, including the amount and timing of capital expenditures reimbursable by EQT, capital budget and sources of funds for capital expenditures; liquidity and financing requirements, including funding sources and availability (including the availability of the 364-day term loan facility described above); distribution amounts, rates and growth; projected net income, projected adjusted EBITDA, projected EBITDA for EQT’s retained midstream assets and projected distributable cash flow; the timing of future debt or equity issuances; changes in EQM’s credit ratings; the effects of government regulation and litigation; and tax position. These forward looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. EQM and EQGP have based these forward-looking statements on current expectations and assumptions about future events. While EQM and EQGP consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the partnerships’ control. The risks and uncertainties that may affect the operations, performance and results of EQM’s and EQGP’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” of the Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission (SEC) of each of EQT, EQGP, EQM and RMP, in
 
5 

 
each case as may be updated by any subsequent Form 10-Qs. Any forward-looking statement speaks only as of the date on which such statement is made, and none of EQT, EQGP, EQM or RMP intends to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
 
No Offer or Solicitation
 
This release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.  No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
 
Additional Information and Where to Find It
 
In connection with their proposed business combination transaction, EQM and RMP intend to file a registration statement on Form S-4, containing a proxy statement/prospectus (the Form S-4) with the SEC. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other documents that EQM or RMP may file with the SEC or send to RMP unitholders in connection with the proposed transaction.  UNITHOLDERS OF RMP ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN IF AND WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  When available, investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus and the registration statement, and any other documents that may be filed with the SEC with respect to the proposed transaction free of charge at the SEC’s website, http://www.sec.gov or as described in the following paragraph.
 
The documents filed with the SEC by EQT and its publicly traded subsidiaries (including EQM, RMP and EQGP) may be obtained free of charge at the applicable website (www.eqt.com for EQT, www.eqtmidstreampartners.com for EQGP and EQM, and www.ricemidstream.com for RMP) or by requesting them by mail at EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222, Attention: Investor Relations, or by telephone at (412) 553-5700.
 
Participants in the Solicitation
 
EQT, EQM, RMP and EQGP (EQM, RMP and EQGP collectively, the Partnerships) and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of RMP in connection with the proposed transaction. Information about the directors and executive officers of the general partners of EQM, RMP and EQGP is set forth, respectively, in the Annual Report on Form 10-K for the year ended December 31, 2017 filed by such Partnership with the SEC on February 15, 2018 and certain of the Partnerships’ respective Current Reports on Form 8-K. Information regarding EQT’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2017 filed by EQT with the SEC on February 15, 2018, EQT’s definitive proxy statement for its 2017 annual meeting of shareholders filed with the SEC on February 17, 2017 and certain of EQT’s Current Reports on Form 8-K.  These documents can be obtained free of charge from the sources indicated above.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
 
Contact Information:
 
EQT Midstream Partners / EQT GP Holdings / Rice Midstream Partners analysts:
Nate Tetlow — Investor Relations Director
412.553.5834
ntetlow@eqtmidstreampartners.com
 
EQT analysts:
Patrick Kane — Chief Investor Relations Officer
412.553.7833
pkane@eqtmidstreampartners.com
 
Media inquiries:
Natalie Cox — Corporate Director, Communications
412.395.3941
ncox@eqtmidstreampartners.com
 
Source:
EQT Midstream Partners, LP
EQT GP Holdings, LP
Rice Midstream Partners LP
 
6 

Exhibit 99.2 
Streamlining Transaction Summary April 2018

Cautionary Statements Disclosures in this presentation contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this presentation specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of EQT Corporation (EQT) and its subsidiaries, including EQT GP Holdings, LP (EQGP), EQT Midstream Partners, LP (EQM), and Rice Midstream Partners LP (RMP), including whether the midstream transactions described in this presentation are completed, as expected or at all, and the timing of any such transactions; whether the conditions to the midstream transactions can be satisfied; whether the operational, financial and strategic benefits of the midstream transactions can be achieved; whether the costs and expenses of the midstream transactions can be controlled within expectations; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the midstream transactions; competitive responses to the transactions; the possibility that the anticipated benefits of the transactions are not realized when expected or at all; the possibility that the transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transactions; litigation relating to the transactions; guidance regarding EQM’s volumes and related growth; infrastructure programs (including the timing, cost, capacity and sources of funding with respect to gathering, transmission and water projects); the cost, capacity, timing of regulatory approvals and anticipated in-service date of the Mountain Valley Pipeline (MVP) and the MVP Southgate project; the ultimate terms, partners and structure of the MVP joint venture; internal rate of return (IRR); compound annual growth rate (CAGR); capital commitments, projected capital contributions and capital and operating expenditures, including the amount and timing of capital expenditures reimbursable by EQT, capital budget and sources of funds for capital expenditures; liquidity and financing requirements, including funding sources and availability; distribution amounts, rates and growth; projected net income, projected adjusted EBITDA, projected EBITDA for EQT’s retained midstream assets, projected distributable cash flow and projected synergies; the timing of future debt or equity issuances; changes in EQM’s credit ratings; the effects of government regulation and litigation; and tax position. These forward looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. EQM and EQGP have based these forward-looking statements on current expectations and assumptions about future events. While EQM and EQGP consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the partnerships’ control. The risks and uncertainties that may affect the operations, performance and results of EQM’s and EQGP’s business and forward-looking statements include, but are not limited to, those set forth under Item 1A, “Risk Factors” of the Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission (SEC) of each of EQT, EQGP, EQM and RMP, in each case as may be updated by any subsequent Form 10-Qs. Any forward-looking statement speaks only as of the date on which such statement is made, and none of EQT, EQGP, EQM or RMP intends to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

Important Information for Investors No Offer or Solicitation This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Important Additional Information In connection with their proposed business combination transaction, EQM and RMP intend to file a registration statement on Form S-4, containing a proxy statement/prospectus (the Form S-4) with the SEC. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other documents that EQM or RMP may file with the SEC or send to RMP unitholders in connection with the proposed transaction. UNITHOLDERS OF RMP ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FORM S-4 AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN IF AND WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When available, investors and security holders will be able to obtain copies of these documents, including the proxy statement/prospectus and the registration statement, and any other documents that may be filed with the SEC with respect to the proposed transaction free of charge at the SEC’s website, http://www.sec.gov or as described in the following paragraph. The documents filed with the SEC by EQT and its publicly traded subsidiaries (including EQM, RMP and EQGP) may be obtained free of charge at the applicable website (www.eqt.com for EQT, www.eqtmidstreampartners.com for EQGP and EQM, and www.ricemidstream.com for RMP) or by requesting them by mail at EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA 15222, Attention: Investor Relations, or by telephone at (412) 553-5700. Participants in the Solicitation EQT, EQM, RMP and EQGP (EQM, RMP and EQGP collectively, the Partnerships) and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of RMP in connection with the proposed transaction. Information about the directors and executive officers of the general partners of EQM, RMP and EQGP is set forth, respectively, in the Annual Report on Form 10-K for the year ended December 31, 2017 filed by such Partnership with the SEC on February 15, 2018 and certain of the Partnerships’ respective Current Reports on Form 8-K. Information regarding EQT’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2017 filed by EQT with the SEC on February 15, 2018, EQT’s definitive proxy statement for its 2017 annual meeting of shareholders filed with the SEC on February 17, 2017 and certain of EQT’s Current Reports on Form 8-K. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Streamlining Transaction Terms EQM to purchase EQT’s retained midstream assets and Gulfport Energy’s 25% interest in Strike Force gathering for $1.69 billion $1,150 million cash and 5.9 million EQM common units to EQT $175 million cash to Gulfport Energy 6.7x 2019 adjusted EBITDA estimate Expected to close Q2 2018 EQM to acquire Rice Midstream Partners LP for $2.4 billion Each common unit of RMP will receive 0.3319x common units of EQM Represents a 10% premium to closing RMP unit price on April 25, 2018 EQM to assume RMP debt ($325 million balance as of March 31, 2018) Expected to close in Q3 2018, subject to customary closing conditions EQGP to acquire RMP Incentive Distribution Rights for 36.3 million EQGP common units $937 million based on EQGP closing unit price on April 25, 2018 14.6x 2019 RMP IDR cash flow estimate Expected to close Q2 2018 Immediately Accretive to both EQM and EQGP

Ohio Gathering Assets Olympus Gathering Dry gas gathering in Core Ohio Utica primarily in Belmont County 68,000 total acreage dedication Q1 2018 throughput of 1.0 Bcf/day Strike Force Gathering 5-year Minimum Volume Commitment from Gulfport Dry gas gathering in Core Ohio Utica 98,000 total acreage dedication Q1 2018 throughput of 0.9 Bcf/day 2018* 2019 2020 Gathered Volumes (Bcf/day) 1.8 – 2.0 2.0 – 2.2 2.2 – 2.4 Adjusted EBITDA ($MM) $165 - $175 $245 - $255 $255 - $265 Expansion Capex ($MM) $210 $180 $90 Ohio Gathering Assets Forecast Ohio Gathering Assets *Reflects full-year. EQM acquisition of the Ohio Gathering Assets is expected to be effective May 1, 2018.

EQM to Acquire Rice Midstream Partners LP RMP Asset Footprint Dry Gas Gathering System in PA 178 miles of pipeline 85,000 horsepower of compression Q1 2018 throughput of 1.7 Bcf/day 246,000 total acres dedicated in Core Marcellus EQT is primary customer Water Services 137 miles of pipe Growth opportunity to support EQT production Strategic fit with EQM asset footprint $500 million capital avoidance over 5-years through more efficient gathering buildout $15 million annual O&M and SG&A savings

Pro Forma Projections EQM Pro Forma Highlights No additional equity issuance forecast at least through 2020 $4.8 billion organic project backlog (2018 - 2020) 15% - 20% annual distribution growth 3.5x debt to EBITDA target 1.1x – 1.2x target coverage Financial Projections* *Assumes a May 1, 2018 effective date for EQM acquisition of the Ohio Gathering Assets and a September 1, 2018 closing for the EQM/RMP merger. **Based on midpoint of 15% - 20% year-over-year distribution growth rate guidance for EQM. 2018 2019 2020 EQM Net Income ($B) $0.70 - $0.80 $0.95 - $1.05 $1.00 - $1.10 Adjusted EBITDA ($B) $0.90 - $1.00 $1.40 - $1.50 $1.55 - $1.65 Distributable Cash Flow ($B) $0.75 - $0.85 $1.15 - $1.25 $1.25 - $1.35 Distribution per unit (using midpoint of guidance)** $4.50 $5.29 $6.21 Expansion Capex + MVP capital contributions ($B) $1.6 - $1.8 $0.9 - $1.1 $0.5 - $0.7 EQGP Distribution per unit** $1.21 $1.67 $2.09 Distribution per unit year-over-year growth** 39% 38% 25%

EQT Midstream Partners, LP Non-GAAP Measures Adjusted EBITDA and Distributable Cash Flow Adjusted EBITDA means net income plus net interest expense, depreciation and amortization expense, payments on EQM's preferred interest in EQT Energy Supply, LLC (Preferred Interest) received and non-cash long-term compensation expense less equity income and AFUDC - equity. As used in this presentation, distributable cash flow means EQM adjusted EBITDA less net interest expense excluding interest income on the Preferred Interest, capitalized interest and AFUDC - debt, and ongoing maintenance capital expenditures net of expected reimbursements. Distributable cash flow should not be viewed as indicative of the actual amount of cash that EQM has available for distributions from operating surplus or that EQM plans to distribute. Adjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of EQM’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, use to assess: EQM’s operating performance as compared to other publicly traded partnerships in the midstream energy industry without regard to historical cost basis or, in the case of adjusted EBITDA, financing methods; the ability of EQM’s assets to generate sufficient cash flow to make distributions to EQM unitholders; EQM’s ability to incur and service debt and fund capital expenditures; and the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities. EQM believes that adjusted EBITDA and distributable cash flow provide useful information to investors in assessing EQM’s results of operations and financial condition. Adjusted EBITDA and distributable cash flow should not be considered as alternatives to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because adjusted EBITDA and distributable cash flow may be defined differently by other companies in its industry, EQM’s definition of adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measures. EQM is unable to project net cash provided by operating activities or provide the related reconciliation between projected distributable cash flow and projected net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP, because net cash provided by operating activities includes the impact of changes in operating assets and liabilities. Changes in operating assets and liabilities relate to the timing of EQM’s cash receipts and disbursements that may not relate to the period in which the operating activities occurred, and EQM is unable to project these timing differences with any reasonable degree of accuracy to a specific day, three or more months in advance. EQM is also unable to provide a reconciliation of its projected EBITDA to projected net income, the most comparable financial measure calculated in accordance with GAAP, because EQM does not provide guidance with respect to the intra-year timing of its or the Mountain Valley Pipeline, LLC’s capital spending, which impact AFUDC-debt and equity and equity earnings, among other items, that are reconciling items between adjusted EBITDA and net income. The timing of capital expenditures is volatile as it depends on weather, regulatory approvals, contractor availability, system performance and various other items. EQM provides a range for the forecasts of net income, adjusted EBITDA and distributable cash flow to allow for the variability in the timing of cash receipts and disbursements, capital spending and the impact on the related reconciling items, many of which interplay with each other. Therefore, the reconciliations of projected distributable cash flow and adjusted EBITDA to projected net cash provided by operating activities and net income are not available without unreasonable effort.

EQT Midstream Partners, LP Non-GAAP Measures (cont.) EQT’s Retained Midstream Assets Adjusted EBITDA EQT’s Retained Midstream Assets EBITDA means the earnings before interest, taxes and depreciation of EQT’s retained midstream assets. EBITDA of these assets is a non-GAAP supplemental financial measure that management and external users of EQM’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, use to assess the impact of the potential sale of the retained midstream assets from EQT to EQM through one or more drop-down transactions on EQM’s future results of operations. EQM believes that the projected EBITDA of the retained midstream assets provides useful information to investors in assessing the impact of the potential drop-down transactions on EQM’s future results of operations. EBITDA should not be considered as an alternative to net income, operating income, or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income. Additionally, because EBITDA may be defined differently by other companies in EQM’s industry, the definition of EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing the utility of the measure. EQM has not provided projected net income from the retained midstream assets, the most comparable financial measure calculated in accordance with GAAP, or a reconciliation of projected EBITDA to projected net income of the assets. The retained midstream assets are operated as part of EQT’s Production business segment, and EQT does not allocate certain costs, such as interest and tax expenses, to individual assets within its business segments. Therefore, the projected net income of the retained midstream assets and a reconciliation of projected EBITDA of the assets to projected net income from those assets are not available without unreasonable effort.