Second Amendment to Third Amended and Restated Credit Agreement, dated as of April 16, 2021, by and among EQM Midstream Partners, LP, the lender parties thereto and Wells Fargo Bank, National Association, as administrative agent

EX-10.1 2 tm2113090d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

April 16, 2021

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is by and among EQM Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders party hereto (collectively, the “Approving Lenders”) and Wells Fargo Bank, National Association, in its capacity as Administrative Agent (the “Administrative Agent”), Swing Line Lender, and an L/C Issuer under that certain Third Amended and Restated Credit Agreement, dated as of October 31, 2018, by and among the Borrower, the Approving Lenders, any other Lenders from time to time party thereto, the Administrative Agent and any other Persons named therein (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of March 30, 2020, and as further amended, restated, supplemented or otherwise modified from time to time prior to, but not including, the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement.

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement as more fully described herein, including with respect to the reduction of Aggregate Revolving Commitments as provided herein; and

WHEREAS, the Approving Lenders and the Administrative Agent have agreed to such amendments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.            Amendments to the Credit Agreement. Effective automatically and immediately (the “Effective Time”), so long as the conditions precedent set forth in Section 3 of this Amendment have been satisfied (or waived in writing by the Administrative Agent and the Approving Lenders), the parties hereto agree that the Credit Agreement is hereby amended as follows:

a)            The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

“Announcements” has the meaning specified in Section 1.08.

“FCA” has the meaning specified in Section 1.08.

“Hammerhead Project” means that certain project referred to as the “Hammerhead Project” in that certain letter agreement with respect to Qualified Project EBITDA Adjustments, dated as of October 25, 2019, by and between the Borrower and the Administrative Agent.

“IBA” has the meaning specified in Section 1.08.

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

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

b)            The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended by replacing the “Pricing Grid” in its entirety with the following “Pricing Grid”:

PRICING GRID

Pricing Level	Public Debt Ratings S&P/Moody’s/Fitch		Commitment Fee			Eurodollar Rate			Letters of Credit			Base Rate
1		BBB+/Baa1/BBB+ or higher		0.125	%		1.125	%		1.125	%		0.125	%
2		BBB/Baa2/BBB		0.150	%		1.250	%		1.250	%		0.250	%
3		BBB-/Baa3/BBB-		0.200	%		1.375	%		1.375	%		0.375	%
4		BB+/Ba1/BB+		0.300	%		1.750	%		1.750	%		0.750	%
5		BB/Ba2/BB		0.350	%		2.250	%		2.250	%		1.250	%
6		BB-/Ba3/BB-		0.400	%		2.625	%		2.625	%		1.625	%
7		B+/B1/B+ or lower or unrated by S&P and Moody’s		0.500	%		3.000	%		3.000	%		2.000	%

c)            The definition of “Commercial Operation Date” is hereby amended and restated in its entirety to read as follows:

“Commercial Operation Date” means, as context may require, the date on which a Qualified Project is scheduled to be or is actually substantially complete and commercially operable or, at the option of the Borrower, with respect to a Qualified Project of any Designated Joint Venture, a later date reasonably agreed by the Borrower and the Administrative Agent in light of the anticipated timing of dividends and distributions from such Designated Joint Venture (but in any event no later than the end of the first full fiscal quarter after such a Qualified Project is substantially complete and commercially operable).

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

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

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

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

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

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

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

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

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

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

j)            Section 7.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

7.02         Financial Covenant. The Borrower will not permit the Consolidated Leverage Ratio, as at the end of each fiscal quarter of the Borrower, to be anything other than as set forth in the table below:

Fiscal Quarter	Consolidated Leverage Ratio
Each fiscal quarter ending prior to the First Amendment Effective Date	Less than or equal to 5.00 to 1.00
Each fiscal quarter ending on and after the First Amendment Effective Date and on or prior to March 31, 2021	Less than or equal to 5.75 to 1.00
Each fiscal quarter ending on and after June 30, 2021 and on or prior to September 30, 2022	Less than or equal to 5.95 to 1.00
The fiscal quarter ending on December 31, 2022	Less than or equal to 5.25 to 1.00
Each fiscal quarter ending after December 31, 2022	Less than or equal to 5.00 to 1.00

provided, that subsequent to the consummation of a Qualified Acquisition (including a Qualified Acquisition consummated prior to the Second Amendment Effective Date), the maximum Consolidated Leverage Ratio permitted with respect to each of the first three consecutive quarters ending following such Qualified Acquisition shall be increased by 0.50; provided, further, that the maximum Consolidated Leverage Ratio permitted with respect to any of such first three consecutive fiscal quarters ending following such Qualified Acquisition shall not exceed the greater of (x) 5.50 to 1.00 and (y) the maximum Consolidated Leverage Ratio for such fiscal quarter specified in the table above.

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

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

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

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

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

3.            Conditions of Effectiveness). The effectiveness of this Amendment is subject to the conditions precedent that:

a)            the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Approving Lenders (which shall constitute the “Required Lenders” as defined in the Credit Agreement) and the Administrative Agent;

b)            the representations and warranties contained in Section 4 of this Amendment shall be true and correct in all respects as of the Effective Time; and

c)            the Borrower shall have paid all fees and other amounts required to be paid by the Borrower on or prior to the Effective Time pursuant to the Credit Agreement and that certain fee letter agreement, dated as of April 16, 2021 between the Borrower, Wells Fargo Bank, National Association and Wells Fargo Securities, LLC to the extent such fees and other amounts are invoiced to the Borrower at least three (3) Business Days prior to the Effective Time.

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

a)            The Borrower has taken all necessary partnership or other organizational action to authorize the execution and delivery of this Amendment and performance of the Amended Credit Agreement. Each of this Amendment and the Amended Credit Agreement constitutes the valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, or similar laws of general application relating to the enforcement of creditors’ rights;

b)            The representations and warranties of the Borrower contained in Article V of the Credit Agreement (except the representations and warranties in Sections 5.04(d) and 5.05 of the Credit Agreement, as to any matter which has heretofore been disclosed in writing by the Borrower to the Lenders by written notice given to the Administrative Agent), shall be true and correct in all material respects (provided that (i) if a representation or warranty is qualified by materiality or Material Adverse Effect, then it shall be true and correct in all respects, and (ii) the representation and warranty made in Section 5.15(a) of the Credit Agreement is true and correct in all respects) on and as of the Effective Time (or, if such representation or warranty speaks as of an earlier date, as of such earlier date); and

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

5.            Reference to and Effect on the Credit Agreement.

a)            This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Amended Credit Agreement.

b)            Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

c)            THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. Except with respect to the subject matter hereof and the changes contemplated hereby, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.

6.            Governing Law; Venue; Waiver of Right to Trial by Jury; No General Partner’s Liability for Revolving Facility. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York. Sections 10.17(b), 10.19 and 10.22 of the Credit Agreement shall apply to this Amendment, mutatis mutandis.

7.            Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8.            Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Signatures delivered by facsimile, PDF or other electronic transmission shall have the same force and effect as manual signatures delivered in person.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

	EQM MIDSTREAM PARTNERS, LP, as the Borrower

	By: EQGP Services, LLC, its general partner

	By:	/s/ Kirk R. Oliver
	Name:	Kirk R. Oliver
	Title:	Senior Vice President and Chief Financial Officer