Amendment No. 3 to Gas Gathering for Mercury, Pandora, Pluto, and Saturn Gas Gathering Systems, dated June 1, 2019, by and among EQT Production Company and EQT Energy, LLC, on the one hand, and EQM Gathering Opco, LLC, on the other hand. Specific items in this exhibit have been redacted, as marked by

    

THIS AMENDMENT NO. 3 TO GAS GATHERING AGREEMENT FOR MERCURY, PANDORA, PLUTOR AND SATURN GAS GATHERING SYSTEMS (this “Amendment”), dated this June 1, 2019 (“Effective Date”), is made and entered into by and among EQT PRODUCTION COMPANY (“Producer”) and EQT ENERGY, LLC (collectively with Producer, “Shipper”), on the one hand, and EQM GATHERING OPCO, LLC (“Gatherer”). Shipper and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties”.

WHEREAS, Shipper and EQT Gathering, LLC, Gatherer’s predecessor in interest, entered into that certain Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn Gas Gathering Systems dated March 1, 2015, as the same was amended, supplemented, and/or modified by (i) that certain Amendment No. 1 to the Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn Gas Gathering Systems dated September 18, 2015, by and between the Parties, (ii) that certain Amendment No. 2 to the Gas Gathering Agreement for the Mercury, Pandora, Pluto and Saturn Gas Gathering Systems dated March 2, 2017, by and between the Parties, (iii) that certain side letter agreement dated May 1, 2017, by and between the Parties, (iv) that certain side letter agreement dated December 18, 2017, effective as of January 1, 2018 by and between the Parties, and (v) that certain side letter agreement dated February 1, 2019, by and between the Parties (as amended, supplemented, and/or modified, the “Gathering Agreement”); and

WHEREAS, the Parties desire to amend the Gathering Agreement in accordance with the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Defined Terms. Capitalized terms used but not defined herein shall have the meaning set forth in the Gathering Agreement.

2.Amendment of Exhibit A-1. Exhibit A-1 to the Gathering Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit A-1 attached hereto.

3.Amendment of Exhibit C. Exhibit C to the Gathering Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit C attached hereto

4.Amendment of Exhibit D-1. Exhibit D-1 to the Gathering Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit D-1 attached hereto.

5.Amendment of Section III.A.1. of Exhibit F. The table set forth in Section III.A.1. of Exhibit F attached to the Agreement is hereby deleted in its entirety and replaced with the revised table set forth in Section III A.1. of Exhibit F attached hereto.

6.Effect. All other terms and conditions of the Gathering Agreement that are not expressly amended or modified in this Amendment remain unchanged and in full force and effect. By executing this Amendment, each Party hereby ratifies the terms of the Gathering Agreement, as modified by this Amendment. The Parties hereby acknowledge and agree that the Gathering Agreement continues in full force and effect, as modified by this Amendment.

7.Governing Law. This Amendment shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to choice of law principles.

8.Counterparts. This Amendment may be executed in counterparts, including by electronic signature, each of which will be as valid as another and all which together will constitute one and the same instrument. Executed copies of this Amendment will be as valid for all purposes as original versions.

IN WITNESS WHEREOF, each Party has caused its duly authorized representative to execute this Amendment as of the Effective Date.

*BIG333/192 Receipt Point Meters shall be assessed only the Fees set forth in the Gathering Agreement (and shall not bear any fees under any other agreement between the Parties) and shall deliver into WG-100

*BIG333/192 Receipt Point Meters shall also serve as Delivery Point Meters into WG-100

Shipper:

Gatherer: