EQT GP Holdings, LP Sample Contracts

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EQGP SERVICES, LLC A Delaware Limited Liability Company Dated as of October 12, 2018
Limited Liability Company Agreement • October 15th, 2018 • EQGP Holdings, LP • Natural gas transmission • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EQGP Services, LLC (the “Company”), dated as of October 12, 2018, is adopted, executed and agreed to by EQT Gathering Holdings, LLC, a Delaware limited liability company, as the sole member of the Company (in such capacity, the “Sole Member”).

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQGP HOLDINGS, LP A Delaware Limited Partnership Dated as of October 12, 2018
EQGP Holdings, LP • October 15th, 2018 • Natural gas transmission • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQGP HOLDINGS, LP dated as of October 12, 2018, is entered into by and among EQGP Services, LLC, a Delaware limited liability company, as the General Partner, EQT Gathering Holdings, LLC, a Delaware limited liability company, EQT GP Corporation, a Delaware corporation, Rice Midstream GP Holdings LP, a Delaware limited partnership, and 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:

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OMNIBUS AGREEMENT among
Omnibus Agreement • November 13th, 2018 • EQGP Holdings, LP • Natural gas transmission

This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Equitrans Midstream Corporation, a Pennsylvania corporation (“ETRN”), EQGP Holdings, LP, a Delaware limited partnership (the “Partnership”), EQGP Services, LLC, a Delaware limited liability company (the “General Partner”), and for the limited purposes set forth in Article III, EQM Midstream Partners, LP, a Delaware limited partnership (“EQM”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC A Delaware Series Limited Liability Company April 6, 2018
Limited Liability Company Agreement • April 26th, 2018 • EQT GP Holdings, LP • Natural gas transmission • Delaware

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the “Effective Date”), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the “Company”), MVP Holdco, LLC, a Delaware limited liability company (“EQT”), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (“USG”), VED NPI IV, LLC, a Delaware limited liability company (“Vega Carryco”), WGL Midstream, Inc., a Delaware corporation (“WGL”), RGC Midstream, LLC, a Virginia limited liability company (“Roanoke”), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company (“Con Edison”), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

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OMNIBUS AGREEMENT among EQT CORPORATION, EQT GP HOLDINGS, LP, and EQT GP SERVICES, LLC
Omnibus Agreement • May 15th, 2015 • EQT GP Holdings, LP • Natural gas transmission

This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among EQT Corporation, a Pennsylvania corporation (“EQT”), EQT GP Holdings, LP, a Delaware limited partnership (the “Partnership”), and EQT GP Services, LLC, a Delaware limited liability company (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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EQT GP Holdings, LP 23,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • May 15th, 2015 • EQT GP Holdings, LP • Natural gas transmission • New York
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EQUITRANS, L.P. TRANSPORTATION SERVICE AGREEMENT APPLICABLE TO FIRM TRANSPORTATION SERVICE UNDER RATE SCHEDULE FTS Contract No. EQTR19837-1296 Dated January 8, 2016
Service Agreement • February 15th, 2018 • EQT GP Holdings, LP • Natural gas transmission
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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • April 1st, 2015 • EQT GP Holdings, LP • Natural gas transmission • Delaware

This Indemnification Agreement (this “Agreement”) is made effective as of the day of , 2015, by and between EQT GP Holdings, LP, a Delaware limited partnership (the “Partnership”), EQT GP Services, LLC, a Delaware limited liability company and the general partner of the Partnership (the “Company”), and (“Indemnitee”), a director and/or officer of the Company.

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AMENDMENT NO. 5 TO JUPITER GAS GATHERING AGREEMENT
Jupiter Gas Gathering Agreement • February 15th, 2018 • EQT GP Holdings, LP • Natural gas transmission

This Amendment No. 5 to the Jupiter Gas Gathering Agreement (this “Amendment”) is made and entered into as of October 1, 2017, 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”.

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AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQT GP HOLDINGS, LP
Partnership Agreement • December 8th, 2017 • EQT GP Holdings, LP • Natural gas transmission • Delaware

This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of EQT GP Holdings, LP (the “Partnership”), dated as of May 15, 2015 (the “Partnership Agreement”), is hereby adopted effective as of December 7, 2017, by EQT GP Services, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership.

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WORKING CAPITAL LOAN AGREEMENT
Working Capital Loan Agreement • November 13th, 2018 • EQGP Holdings, LP • Natural gas transmission • Pennsylvania

This WORKING CAPITAL LOAN AGREEMENT (as the same may be amended, supplemented and restated from time to time, this “Agreement”) is made as of November 13, 2018 (the “Effective Date”), between Equitrans Midstream Corporation, a Pennsylvania corporation (“Lender”), and EQGP Holdings, LP, a Delaware limited partnership (“Borrower”). Capitalized terms used but not defined in the body of this Agreement have the meanings given to them in Exhibit A and shall be subject to the rules of construction set forth therein.

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FORM OF WORKING CAPITAL LOAN AGREEMENT
Loan Agreement • April 23rd, 2015 • EQT GP Holdings, LP • Natural gas transmission • Pennsylvania

This WORKING CAPITAL LOAN AGREEMENT (as the same may be amended, supplemented and restated from time to time, this “Agreement”) is made as of , 2015 (the “Effective Date”), between EQT Corporation, a Pennsylvania corporation (“Lender”), and EQT GP Holdings, LP, a Delaware limited partnership (“Borrower”).

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Joint Filing Agreement
Joint Filing Agreement • May 22nd, 2018 • EQT GP Holdings, LP • Natural gas transmission

We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

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INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT by and among EQT GP HOLDINGS, LP RICE MIDSTREAM GP HOLDINGS LP and EQT CORPORATION Dated as of April 25, 2018
Incentive Distribution Rights Purchase and Sale Agreement • April 26th, 2018 • EQT GP Holdings, LP • Natural gas transmission • Delaware

This INCENTIVE DISTRIBUTION RIGHTS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of April 25, 2018, is entered into by and among EQT GP Holdings, LP, a Delaware limited partnership (“EQGP”), Rice Midstream GP Holdings LP, a Delaware limited partnership (“RMGH”), and EQT Corporation, a Pennsylvania corporation (“EQT,” and together with EQGP and RMGH, the “Parties”).

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AGREEMENT OF MERGER OF EQT MIDSTREAM INVESTMENTS, LLC (a Delaware limited liability company) WITH AND INTO EQT GP HOLDINGS, LP (a Delaware limited partnership)
Agreement of Merger • April 23rd, 2015 • EQT GP Holdings, LP • Natural gas transmission

This AGREEMENT OF MERGER (this “Agreement”) is dated as of April 13, 2015, by and between EQT Midstream Investments, LLC, a Delaware limited liability company (“Midstream Investments”), and EQT GP Holdings, LP, a Delaware limited partnership (the “Partnership”)

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WORKING CAPITAL LOAN AGREEMENT
Working Capital Loan Agreement • May 15th, 2015 • EQT GP Holdings, LP • Natural gas transmission • Pennsylvania

This WORKING CAPITAL LOAN AGREEMENT (as the same may be amended, supplemented and restated from time to time, this “Agreement”) is made as of May 15, 2015 (the “Effective Date”), between EQT Corporation, a Pennsylvania corporation (“Lender”), and EQT GP Holdings, LP, a Delaware limited partnership (“Borrower”).

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQT GP HOLDINGS, LP A Delaware Limited Partnership Dated as of May 15, 2015
First • May 15th, 2015 • EQT GP Holdings, LP • Natural gas transmission • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQT GP HOLDINGS, LP dated as of May 15, 2015, is entered into by and among EQT GP Services, LLC, a Delaware limited liability company, as the General Partner, EQT Gathering Holdings, LLC, a Delaware limited liability company, and EQT GP Corporation, a Delaware corporation, 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:

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Between EQT GATHERING HOLDINGS, LLC And EQT GP CORPORATION Dated as of April 14, 2015
Contribution, Conveyance and Assumption Agreement • April 23rd, 2015 • EQT GP Holdings, LP • Natural gas transmission

This Contribution, Conveyance and Assumption Agreement, dated as of April 14, 2015 (this “Agreement”), is by and between EQT Gathering Holdings, LLC, a Delaware limited liability company (“Gathering Holdings”), and EQT GP Corporation, a Delaware corporation and wholly owned subsidiary of Gathering Holdings (“GP Corporation”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and together as the “Parties.”

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364-DAY TERM LOAN AGREEMENT Dated as of April 25, 2018 among
364-Day Term Loan Agreement • April 26th, 2018 • EQT GP Holdings, LP • Natural gas transmission • New York

This 364-DAY TERM LOAN AGREEMENT (“Agreement”) is entered into as of April 25, 2018, among EQT Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto, and Wells Fargo Bank, National Association, as Administrative Agent.

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SECOND AMENDED AND RESTATED GAS GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN RICE DRILLING D LLC, AND RICE OLYMPUS MIDSTREAM LLC
Gathering and Compression Agreement • July 26th, 2018 • EQT GP Holdings, LP • Natural gas transmission • Pennsylvania

This Amended and Restated Gas Gathering and Compression Agreement (this “Agreement”), dated as of March 31, 2017, is by and between RICE DRILLING D LLC, a Delaware limited liability company (“Producer”), and RICE OLYMPUS MIDSTREAM LLC, a Delaware limited liability company (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.”

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FIRST AMENDMENT TO GAS GATHERING AND COMPRESSION AGREEMENT
Gas Gathering and Compression Agreement • October 25th, 2018 • EQGP Holdings, LP • Natural gas transmission • Pennsylvania

This First Amendment to Gas Gathering and Compression Agreement (this “First Amendment”) is entered into effective as of October 19, 2016 (the “Effective Date”), by and between RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), ALPHA SHALE RESOURCES LP, a Delaware limited partnership (“Alpha”), 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.”

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among EQT GATHERING HOLDINGS, LLC EQT GATHERING, LLC EQT GP HOLDINGS, LP And EQT GP SERVICES, LLC Dated as of April 13, 2015
Contribution, Conveyance and Assumption Agreement • April 23rd, 2015 • EQT GP Holdings, LP • Natural gas transmission

This Contribution, Conveyance and Assumption Agreement, dated as of April 13, 2015 (this “Agreement”), is by and among EQT Gathering Holdings, LLC, a Delaware limited liability company (“Gathering Holdings”), EQT Gathering, LLC, a Delaware limited liability company and wholly owned subsidiary of Gathering Holdings (“EQT Gathering”), EQT GP Holdings, LP, a Delaware limited partnership (the “Partnership”), and EQT GP Services, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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FORM OF EQT GP SERVICES, LLC PHANTOM UNIT AWARD AGREEMENT Non-transferable G R A N T T O (“Grantee”)
EQT GP Holdings, LP • April 1st, 2015 • Natural gas transmission

by EQT GP Services, LLC (the “Company”) of Phantom Units, representing the right to receive, on a one-for-one basis, common units representing limited partner interests (“Common Units”) in EQT GP Holdings, LP (“EQGP”), of which the Company serves as general partner. The Phantom Units are granted pursuant to and subject to the provisions of the EQT GP Services, LLC 2015 Long-Term Incentive Plan (as amended from time to time, the “EQGP Plan”), and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).

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