Amendment No. 1 to Credit Agreement, dated May 7, 2019, by and among Equitrans Midstream Corporation, Goldman Sachs Bank USA, as administrative agent, and PNC Bank, National Association, as collateral agent

AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment No. 1”), dated as of May 7, 2019, by and among EQUITRANS MIDSTREAM CORPORATION, a corporation organized under the laws of Pennsylvania (the “Borrower”),, GOLDMAN SACHS BANK USA, as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”) and PNC BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, including any permitted successor thereto, the “Collateral Agent”).

WHEREAS, the Borrower has entered into that certain Credit Agreement, dated as of December 31, 2018, among the Borrower, the lenders party thereto from time to time, Goldman Sachs Bank USA, as Administrative Agent and PNC Bank, National Association, as Collateral Agent (the “Credit Agreement”, and as amended by this Amendment No. 1, the “Amended Credit Agreement”);

WHEREAS, Section 9.08(f) of the Credit Agreement provides that the Credit Agreement may be amended in order to cure an ambiguity, omission, mistake or defect with the consent of the Borrower, the Administrative Agent and the Collateral Agent;

WHEREAS, the parties hereto desire to amend the Credit Agreement on the terms set forth herein pursuant to Section 9.08(f);

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:

SECTION 1.DEFINED TERMS. Capitalized terms used (including in the preamble and recitals hereto) but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Amendment No. 1.

SECTION 2.    AMENDMENT AND CLARIFICATION WITH RESPECT TO CREDIT AGREEMENT.

; provided that for the first three full fiscal quarters ending after the Closing Date, the amount in the preceding clause (b) shall be calculated as follows: (i) for the first full fiscal quarter ending after the Closing Date, Consolidated EBITDA for such

quarter multiplied by 4, (ii) for the second full fiscal quarter ending after the Closing Date, Consolidated EBITDA for the two consecutive quarters then ended multiplied by 2, and (iii) for the third full fiscal quarter ending after the Closing Date, Consolidated EBITDA for the three consecutive quarters then ended multiplied by 4/3.

“In addition, for the avoidance of doubt, the parties hereto agree and acknowledge that (i) the delivery of separate financial statements for the Borrower and its Consolidated Subsidiaries, on the one hand, and any Subsidiary that is not a Consolidated Subsidiary and its consolidated subsidiaries, on the other hand, in each case, in the same form as filed with the SEC satisfies the requirements of Section 5.04(a) and Section 5.04(b), (ii) the filing of any such financial statements with the SEC for the fiscal year ended December 31, 2018 shall constitute delivery of such financial statements in accordance with this Agreement without any further notice being required to any Person and (iii) to the extent financial statements are not required to be filed with the SEC with respect to the consolidation of any particular Subsidiary, no such financial statements shall be required pursuant to Section 5.04(a) or Section 5.04(b) unless (A) such Subsidiary is a significant subsidiary (as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act) of the Borrower and (B) the Administrative Agent requests such financial statements in writing to the Borrower.”

SECTION 3.    REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. On and after the Amendment No. 1 Effective Date each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or text of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement. For the avoidance of doubt, the parties hereto acknowledge and agree that this Amendment No. 1 shall be deemed to retroactively amend the Credit Agreement.

SECTION 4.    REPRESENTATIONS & WARRANTIES. The Borrower hereby represents and warrants that as of the date hereof, immediately after giving effect to this Amendment No. 1, (i) no Default or Event of Default is existing and is continuing and (ii) all representations and warranties made by the Borrower contained in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

SECTION 5.    CONDITIONS PRECEDENT. The effectiveness of this Amendment No. 1 shall be deemed to occur on January 1, 2019 (the “Amendment No. 1 Effective Date”), subject to the satisfaction or waiver of the following conditions precedent:  

SECTION 6.    MISCELLANEOUS PROVISIONS.