AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LPRice Midstream Partners LP • December 22nd, 2014 • Natural gas transmission • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LP dated as of December 22, 2014, is entered into by and between Rice Midstream Management LLC, a Delaware limited liability company, as the General Partner, and Rice Midstream Holdings LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
RICE MIDSTREAM PARTNERS LP 8,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2016 • Rice Midstream Partners LP • Natural gas transmission • New York
Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), proposes to sell 8,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to an aggregate of 1,200,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2014, by and between Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and Rice Midstream Holdings LLC, a Delaware limited liability company (“MLP Holdco”).
CREDIT AGREEMENT dated as of December 22, 2014, among RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders and Other Parties Party Hereto WELLS FARGO...Credit Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • New York
THIS CREDIT AGREEMENT dated as of December 22, 2014, is among RICE MIDSTREAM OPCO LLC, a Delaware limited liability company (the “Borrower”); RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership, as a parent guarantor (the “Parent”); each of the Lenders from time to time party hereto; and WELLS FARGO BANK, N.A. (in its individual capacity, “Wells Fargo Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLCLimited Liability Company Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of RICE MIDSTREAM MANAGEMENT LLC (the “Company”), dated as of December 22, 2014 is entered into by Rice Midstream Holdings LLC, a Delaware limited liability company (“Rice Holdings”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
RICE MIDSTREAM PARTNERS LP 25,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • New York
Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), proposes to sell 25,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to an aggregate of 3,750,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
CREDIT AGREEMENT dated as of December [ ], 2014, among RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders and Other Parties Party Hereto WELLS FARGO...Credit Agreement • December 4th, 2014 • Rice Midstream Partners LP • Natural gas transmission • New York
THIS CREDIT AGREEMENT dated as of December [ ], 2014, is among RICE MIDSTREAM OPCO LLC, a Delaware limited liability company (the “Borrower”); RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership, as a parent guarantor (the “Parent”); each of the Lenders from time to time party hereto; and WELLS FARGO BANK, N.A. (in its individual capacity, “Wells Fargo Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED WATER SERVICES AGREEMENT BY AND BETWEEN RICE DRILLING B LLC AND RICE WATER SERVICES (PA) LLC DATED AS OF November 4, 2015Water Services Agreement • November 5th, 2015 • Rice Midstream Partners LP • Natural gas transmission • Pennsylvania
This Amended and Restated Water Services Agreement (this “Agreement”), dated as of November 4, 2015 (the “Effective Date”), is by and between RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), and RICE WATER SERVICES (PA) LLC, a Delaware limited liability company (“Service Provider”). Producer and Service Provider may be referred to herein individually as a “Party” or collectively as the “Parties.”
OMNIBUS AGREEMENT among RICE ENERGY INC., RICE MIDSTREAM HOLDINGS LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC and RICE POSEIDON MIDSTREAM LLCOmnibus Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Texas
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Rice Energy Inc., a Delaware corporation (“Rice”), Rice Midstream Holdings LLC, a Delaware limited liability company (“RMH”), Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”) and Rice Poseidon Midstream LLC, a Delaware limited liability company (“RPM”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
COMMON UNIT PURCHASE AGREEMENT by and among RICE MIDSTREAM PARTNERS LP and THE PURCHASERS NAMED ON SCHEDULE A HERETOCommon Unit Purchase Agreement • October 3rd, 2016 • Rice Midstream Partners LP • Natural gas transmission • New York
This COMMON UNIT PURCHASE AGREEMENT, dated as of September 29, 2016 (this “Agreement”), is by and among RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Partnership”), and each of the purchasers listed on Schedule A hereof (each a “Purchaser” and collectively, the “Purchasers”).
GAS GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN RICE DRILLING B LLC, AND RICE MIDSTREAM PARTNERS LP AND ALPHA SHALE RESOURCES LP (solely for the purpose of agreeing to its obligations under Section 2.5) DATED AS OF DECEMBER 22, 2014Gas Gathering and Compression Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Pennsylvania
This Gas Gathering and Compression Agreement (this “Agreement”), dated as of December 22, 2014 (the “Effective Date”), is by and between RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), and RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.”
EMPLOYEE SECONDMENT AGREEMENTEmployee Secondment Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
This Employee Secondment Agreement (this “Agreement”), effective as of December 22, 2014 (the “Effective Date”), is entered into by and among Rice Energy Inc. (“Rice Energy”), and Rice Midstream Partners LP (the “MLP”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENT BY AND AMONG RICE MIDSTREAM HOLDINGS LLC RICE MIDSTREAM OPCO LLC RICE MIDSTREAM MANAGEMENT LLC AND RICE MIDSTREAM PARTNERS LP DATED AS OF DECEMBER 22, 2014Contribution Agreement • December 22nd, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
This Contribution Agreement, dated as of December 22, 2014 (this “Agreement”), is entered into by and among Rice Midstream Holdings LLC, a Delaware limited liability company (“MLP Holdco”), Rice Midstream OpCo LLC, a Delaware limited liability company (“OpCo”), Rice Midstream Management LLC, a Delaware limited liability company (the “General Partner”) and Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
SIXTH AMENDED AND RESTATED CRACKER JACK GAS GATHERING AGREEMENT By and Among RICE POSEIDON MIDSTREAM, LLC And EQT ENERGY, LLC And EQT PRODUCTION COMPANY Dated February 28, 2017Gas Gathering Agreement • February 15th, 2018 • Rice Midstream Partners LP • Natural gas transmission • Texas
THIS SIXTH AMENDED AND RESTATED GAS GATHERING AGREEMENT (“Agreement”) is entered into as of this 28th Day of February, 2017 (the “Effective Date”), by and between RICE POSEIDON MIDSTREAM LLC, a Delaware limited liability company (“Gatherer”), EQT ENERGY, LLC, a Delaware limited liability company (“Shipper”) and, for limited purposes as set forth herein, EQT PRODUCTION COMPANY a Pennsylvania corporation (“Producer”). Gatherer and Shipper may be referenced individually as a “Party” or collectively as the “Parties.”
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 14th, 2017 • Rice Midstream Partners LP • Natural gas transmission • Delaware
This Indemnification Agreement (this “Agreement”) is made effective as of the day of November, 2017, by and among Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “Company”), and [NAME] (“Indemnitee”), a director and/or officer of the Company.
PURCHASE AND SALE AGREEMENT by and between RICE ENERGY INC. and RICE MIDSTREAM PARTNERS LP dated as of September 26, 2016Purchase and Sale Agreement • September 30th, 2016 • Rice Midstream Partners LP • Natural gas transmission • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of September 26, 2016 by and between Rice Energy Inc., a Delaware corporation (“Rice”), and Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”). Rice and the Partnership are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties.”
PURCHASE AND SALE AGREEMENT by and between RICE ENERGY INC. and RICE MIDSTREAM PARTNERS LP dated as of November 4, 2015Purchase and Sale Agreement • November 5th, 2015 • Rice Midstream Partners LP • Natural gas transmission • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of November 4, 2015 by and between Rice Energy Inc., a Delaware corporation (“Rice”), and Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”). Rice and the Partnership are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties.”
RICE MIDSTREAM PARTNERS LP FORM OF PHANTOM UNIT AGREEMENT (Cash Settled)Phantom Unit Agreement • December 19th, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Rice Midstream Management LLC, a Delaware limited liability company (the “General Partner”), and (the “Service Provider”). This Agreement is effective as of the day of , 20 (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LPPartnership Agreement • December 8th, 2017 • Rice Midstream Partners LP • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership of Rice Midstream Partners LP (the “Partnership”), dated as of December 22, 2014 (the “Partnership Agreement”), is hereby adopted effective as of December 7, 2017, by Rice Midstream Management LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership.
GAS GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN RICE DRILLING B LLC, AND RICE MIDSTREAM PARTNERS LP AND ALPHA SHALE RESOURCES LP (solely for the purpose of agreeing to its obligations under Section 2.5) DATED AS OFGathering and Compression Agreement • December 4th, 2014 • Rice Midstream Partners LP • Natural gas transmission • Pennsylvania
This Gas Gathering and Compression Agreement (this “Agreement”), dated as of [ ] (the “Effective Date”), is by and between RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), and RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.”
AMENDED AND RESTATED EMPLOYEE SECONDMENT AGREEMENTEmployee Secondment Agreement • November 14th, 2017 • Rice Midstream Partners LP • Natural gas transmission • Delaware
This Amended and Restated Employee Secondment Agreement (this “Agreement”), effective as of November 13, 2017 (the “Effective Date”), is entered into by and among EQT Corporation (“EQT”), Rice Midstream Partners LP (the “MLP”) and, solely for the limited purposes set forth in Section 6(j), EQT RE, LLC (“EQT RE”). Each of the foregoing is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Amended Omnibus Agreement (as defined below).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RICE MIDSTREAM PARTNERS LPRice Midstream Partners LP • July 23rd, 2018 • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Partnership”), dated as of July 23, 2018 (this “Agreement”), is entered into and executed by Rice Midstream Management LLC, a Delaware limited liability company, as General Partner, and EQM Gathering Holdings, LLC, a Delaware limited liability company, as Limited Partner.
AMENDED AND RESTATED OMNIBUS AGREEMENT among EQT CORPORATION, EQT RE, LLC, RICE MIDSTREAM HOLDINGS LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC and RICE POSEIDON MIDSTREAM LLCOmnibus Agreement • November 14th, 2017 • Rice Midstream Partners LP • Natural gas transmission • Pennsylvania
This AMENDED AND RESTATED OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, November 13, 2017, among EQT Corporation, a Pennsylvania corporation (“EQT”), EQT RE, LLC, a Delaware limited liability company (“EQT RE”), Rice Midstream Holdings LLC, a Delaware limited liability company (“RMH”), Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and Rice Poseidon Midstream LLC, a Delaware limited liability company (“RPM”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
CONTRIBUTION AGREEMENT BY AND AMONG RICE MIDSTREAM HOLDINGS LLC RICE MIDSTREAM OPCO LLC RICE MIDSTREAM MANAGEMENT LLC AND RICE MIDSTREAM PARTNERS LP DATED AS OF [—], 2014Contribution Agreement • December 4th, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware
This Contribution Agreement, dated as of [—], 2014 (this “Agreement”), is entered into by and among Rice Midstream Holdings LLC, a Delaware limited liability company (“MLP Holdco”), Rice Midstream OpCo LLC, a Delaware limited liability company (“OpCo”), Rice Midstream Management LLC, a Delaware limited liability company (the “General Partner”) and Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENT BY AND AMONG RICE MIDSTREAM PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • October 11th, 2016 • Rice Midstream Partners LP • Natural gas transmission • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2016, by and among Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDMENT TO CREDIT AGREEMENT dated as of October 19, 2016 among RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, The Guarantors Party Hereto, WELLS FARGO BANK, N.A., as Administrative Agent, and The...Credit Agreement • October 25th, 2016 • Rice Midstream Partners LP • Natural gas transmission • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of October 19, 2016 (the “Second Amendment Effective Date”), is among RICE MIDSTREAM OPCO LLC, a Delaware limited liability company (the “Borrower”); RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership, as a parent guarantor (the “Parent”); each of the other undersigned guarantors (including the Vantage Midstream Entities (as defined below), the “Guarantors”, and together with the Parent and the Borrower, the “Credit Parties”); each of the Lenders that is a signatory hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
EXPLANATORY NOTEExplanatory Note • November 13th, 2015 • Rice Midstream Partners LP • Natural gas transmission
On November 4, 2015, Rice Midstream Partners LP (the “Partnership”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) by and between the Partnership and Rice Energy Inc. (“Rice Energy”). Pursuant to the terms of the Purchase Agreement, on November 4, 2015, the Partnership acquired from Rice Energy all of the outstanding limited liability company interests of Rice Water Services (PA) LLC (“PA Water”) and Rice Water Services (OH) LLC (“OH Water”), two wholly-owned indirect subsidiaries of Rice Energy that own and operate Rice Energy’s water services business. The acquired business includes Rice Energy’s Pennsylvania and Ohio fresh water distribution systems and related facilities that provide access to 15.9 MMgal/d of fresh water from the Monongahela River, the Ohio River and other regional water sources in Pennsylvania and Ohio (the “Water Assets”). Rice Energy has also granted the Partnership, until December 31, 2025, (i) the exclusive right to develop water treatme
REGISTRATION RIGHTS AGREEMENT BY AND AMONG RICE MIDSTREAM PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • November 13th, 2015 • Rice Midstream Partners LP • Natural gas transmission • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 10, 2015, by and among Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
FIRST AMENDMENT TO CREDIT AGREEMENT dated as of January 13, 2016, among RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, The Guarantors Party Hereto, WELLS FARGO BANK, N.A., as Administrative Agent, and The...Credit Agreement • January 15th, 2016 • Rice Midstream Partners LP • Natural gas transmission • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of January 13, 2016 (the “First Amendment Effective Date”), is among RICE MIDSTREAM OPCO LLC, a Delaware limited liability company (the “Borrower”); RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership, as a parent guarantor (the “Parent”); each of the other undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Lenders that is a signatory hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE MIDSTREAM MANAGEMENT LLCLimited Liability Company Agreement • July 23rd, 2018 • Rice Midstream Partners LP • Natural gas transmission
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Operating Agreement”), effective as of July 23, 2018, is entered into by and between EQM Gathering Holdings, LLC, as the sole member (the “Member”), and Rice Midstream Management LLC, a Delaware limited liability company (the “Company”).
