Letter Agreement, dated as of March 1, 2019, among RM Partners LP, Equitrans, L.P., Rice Drilling B LLC, EQM Gathering OPCO, LLC and Alpha Shale Resources LP. Specific items in this exhibit have been redacted, as marked by three asterisks

Dear Sirs and Madam:

This letter (this “Letter Agreement”) will serve to document the agreement reached among RM Partners LP (“RMP”), Equitrans, L.P. (“Equitrans”), Rice Drilling B LLC (“RDB”) and EQM Gathering OPCO, LLC (“EQM”) regarding certain gas subject to dedication under that certain Gas Gathering and Compression Agreement dated December 22, 2014, by among RDB, RMP and Alpha Shale Resources LP, as subsequently amended (the “ASR GGA”), the gathering of such gas on EQM’s Jupiter Gathering System pursuant to that certain Jupiter Gas Gathering Agreement dated May 1, 2014, by and among EQT Production Company, EQT Energy, LLC and EQM (as assignee of EQT Gathering, LLC), as subsequently amended (the “Jupiter GGA”), and the transportation of such gas on Equitrans’ transmission system pursuant to that certain Rate Schedule ITS Agreement dated as of the execution date hereof, as described herein (the “Equitrans TSA”).

1.Explanation. RDB owns and controls gas from four well pads: the Kentor well pad (“Kentor Pad”), the Carpenter well pad (“Carpenter Pad”), the Beazer well pad (“Beazer Pad”), and the Shipman well pad (the “Shipman Pad”, and together with the Kentor Pad, the Carpenter Pad, and the Beazer Pad, (the “RDB Pads”). The gas produced from acreage included in and adjacent to the RDB Pads is subject to, and dedicated under the ASR GGA to a gathering system operated by RMP (the “RMP Gathering System”), pursuant to the terms of the ASR GGA. RMP, RDB, Equitrans, and EQM (collectively, the “Parties”, and each a “Party”) have agreed, notwithstanding the ASR GGA (including, without limitation, the dedication provisions set forth therein), that all such gas produced from acreage included in and adjacent to the RDB Pads dedicated under and pursuant to the ASR GGA to the RMP Gathering System (a) shall be subject to the Jupiter GGA and received into a gathering system operated by EQM and described in the Jupiter GGA (the “Jupiter Gathering System”), and (b) shall be transported on an Equitrans pipeline pursuant to the Equitrans TSA, as more particularly described in the Equitrans TSA, in each case, upon the terms and conditions set forth herein (including, without limitation, Section 4 of this Letter Agreement).

2.Subject Acreage and Subject Dedicated Gas. The Parties agree that, as of the applicable In-Service Date for each of the Kentor, Carpenter, Shipman and Beazer Receipt Points (as such terms are defined and set forth in the Sixth Amendment), all gas produced from (a) certain acreage described in Exhibit A-1, attached hereto and incorporated herein (the “Kentor Acreage”), (b) certain acreage described in Exhibit A-2, attached hereto and incorporated herein (the “Carpenter Acreage”), (c) certain acreage described in Exhibit A-3, attached hereto and incorporated herein (the “Shipman Acreage”), and (d) certain acreage described in Exhibit A-4, attached hereto and incorporated herein (the “Beazer Acreage”, and collectively with the Kentor Acreage, the Carpenter Acreage, and the Shipman Acreage, the “Subject Acreage”, and all gas produced therefrom, the “Subject Dedicated Gas”), shall, notwithstanding the ASR GGA (including, without limitation, the dedication provisions set forth therein) and subject to Section 4 hereof, be solely subject to, and governed and bound by the Jupiter GGA, and the Jupiter GGA shall be deemed controlling in all respects with respect to the Subject Acreage and the Subject Dedicated Gas. With respect to the Subject Acreage and the Subject Dedicated Gas, (x) neither RDB nor RMP shall in any way be deemed to be in breach of, or default under, the ASR GGA or any of the provisions, terms, or conditions thereof, and (y) each of RDB and RMP shall be deemed to have, in all respects, fully satisfied its respective obligations and performed its respective duties under and pursuant to the ASR GGA, in each case, by the provision of services under and pursuant to the Jupiter GGA as described in Section 3 hereof.

3.Services for Subject Dedicated Gas. Notwithstanding the ASR GGA (including, without limitation, the dedication provisions set forth therein) and subject to Section 4 hereof, the Parties acknowledge and agree that the Subject Dedicated Gas shall be gathered into the Jupiter Gathering System by connecting each of the RDB Pads to the Jupiter Gathering System, and all Subject Dedicated Gas shall thereafter be transported on Equitrans’ transmission system, in accordance with the following terms: (a) services for the Subject Dedicated Gas under and pursuant to the Jupiter GGA shall be at a discounted gathering fee of [***] and in accordance with Amendment No. 6 to the Jupiter GGA, a copy of which is attached hereto as Exhibit B and which shall be executed contemporaneously herewith (the “Sixth Amendment”), and (b) services for the Subject Dedicated Gas under and pursuant to the Equitrans TSA shall be at a negotiated rate of [***] and in accordance with the Equitrans TSA, which shall be executed contemporaneously herewith.

4.Services for Certain of the Subject Dedicated Gas. RMP shall connect the Shipman Pad to an interconnect on the RMP Gathering System by [***], and effective as of such date, the Subject Dedicated Gas produced from acreage depicted as “Shipman South” on Exhibit A-3 attached hereto (“Shipman South Gas”) may be gathered into and serviced on the RMP Gathering System when necessary, as mutually agreed upon by the Parties, for high pressure and low pressure services, and, if gathered into and serviced on the RMP Gathering System, fees for such services for such Shipman South Gas shall be invoiced and paid solely pursuant to and in accordance with Section 5.1 of the ASR GGA. Effective [***], the Subject Dedicated Gas produced from acreage depicted as “Beazer South” on Exhibit A-4 attached hereto (“Beazer South Gas”) may, as mutually agreed upon by the Parties, be gathered into and serviced on the RMP Gathering System, and, if gathered into and serviced on the RMP Gathering System, fees for such services for such Beazer South Gas shall be invoiced and paid solely pursuant to and in accordance with Section 5.1 of the ASR GGA.

5.Consideration Sufficient. Each Party acknowledges that the transactions described herein: (a) constitute sufficient consideration to make this Letter Agreement legally binding upon such Party; and (b) without such consideration, such Party would not enter into, as applicable, the Sixth Amendment or the Equitrans TSA.

6.Successors and Assigns; RMP Transfer. This Letter Agreement shall extend to and inure to the benefit of and be binding upon the Parties and their respective successors and assigns. In the event that RMP sells, transfers, conveys, assigns, grants, or otherwise disposes of any or all of its interests in the RMP Gathering System or the ASR GGA, then any such sale, transfer, conveyance, assignment, grant, or other disposition shall be made expressly subject to this Letter Agreement and any instrument of conveyance shall expressly so state.

7.Miscellaneous. The Parties intend that this Letter Agreement will be construed and enforced under Pennsylvania law without the application of any jurisdiction’s conflicts of laws principles. This Letter Agreement, together with the Jupiter GGA and the Equitrans TSA, constitutes the entire agreement among the Parties with respect to such subject matters and supersedes any prior or contemporaneous agreement, whether oral, written or formed by a course of dealing, among the Parties with respect to such subject matters. No amendment to this Letter Agreement will be effective unless it is in writing and signed by each Party. This Letter Agreement may be executed in counterparts, each of which will be as valid as another and all of which together will constitute one and the same agreement. Executed copies of this Letter Agreement will be as valid for all purposes as original versions.

8. Effectiveness. This Letter Agreement, the Sixth Amendment, and the Equitrans TSA shall be executed contemporaneously and this Letter Agreement shall be effective as of such date of execution.

If you agree that this Letter Agreement fully and fairly documents the agreement reached among the Parties with regard to its subject matter, please have a duly authorized representative execute and date the acknowledgement below for the appropriate Party.

                    

Very truly yours,

By: EQM Midstream Management, LLC its general partner

                        

By:     /s/ Paul Kress             

Name:     Paul Kress            

Title:     VP                

By:     /s/ Erin R. Centofanti            

Name:     Erin R. Centofanti         

Title:     President              

By:     /s/ Paul Kress             

Name:     Paul Kress            

Title:     VP                

By:     /s/ Paul Kress             

Name:     Paul Kress            

Title:     VP                

Alpha Shale Resources LP, by Alpha Shale Holdings LLC, its sole general partner

By:     /s/ Erin R. Centofanti            

Name:     Erin R. Centofanti         

This Amendment No. 6 to the Jupiter Gas Gathering Agreement (this “Amendment”) is made and entered into as of March 1, 2019, by and between EQT Production Company (“Producer”) and EQT Energy, LLC (collectively with Producer, “Shipper”), on the one hand, and EQM Gathering OPCO, LLC (“Gatherer”), on the other hand. Producer, Shipper and Gatherer are each referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties made and entered into that certain Jupiter Gas Gathering Agreement, the “Agreement”, dated May 1, 2014 (as amended by that certain Amendment No. 1 to Jupiter Gas Gathering Agreement, dated December 17, 2014, that certain Amendment No. 2 to Jupiter Gas Gathering Agreement, dated October 26, 2015, that certain Amendment No. 3 to Jupiter Gas Gathering Agreement, dated August 1, 2016, that certain Amendment No. 4 to Jupiter Gas Gathering Agreement, dated June 1, 2017, and that certain Amendment No. 5 to Jupiter Gas Gathering Agreement, dated October 1, 2017), pursuant to which, among other provisions, Shipper requested that Gatherer provide gathering services to Shipper by receiving quantities of Gas from Shipper at the Receipt Points and redelivering such Gas to or for Shipper’s account at the Delivery Points; and

WHEREAS, the Parties intend to amend Exhibit A, Section II (Table of Incremental Capital Fees) of Exhibit B-2 and Section III (Site Specific Data and Facility Responsibility Matrix) of Exhibit F of the Agreement upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

1.Definitions. All capitalized terms used but not otherwise defined or amended herein shall have the meanings ascribed to them in the Agreement.

2.Amendments.

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3.Effect of Amendment. The Agreement, as amended hereby, shall remain in full force and effect, and all terms hereof are hereby ratified and confirmed by the Parties.

4.Further Actions. The Parties agree to execute such other documents and take such further actions necessary to effectuate this Amendment.

5.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. It is agreed by the Parties that facsimile signature pages signed by the Parties shall be binding to the same extent as original signature pages.

6.Entire Agreement. This Amendment is the entire agreement between the Parties concerning the subject matter hereof and neither Party shall be bound by representations except as set forth in this Amendment.

7.Amendments. This Amendment may not be modified or amended except by a written agreement signed by the Parties.

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

Subject, in all respects, to Section 4 of the Letter Agreement.

* Calculated @ minimum NOP with minimum Beta plate when applicable