EQUITRANS MIDSTREAM CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Rights Agreement Dated as of November 13, 2018Rights Agreement • November 13th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Pennsylvania
Rights Agreement, dated as of November 13, 2018, between Equitrans Midstream Corporation, a Pennsylvania corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG EQT CORPORATION, EQUITRANS MIDSTREAM CORPORATION AND, SOLELY FOR PURPOSES OF SECTION 2.13, EQT PRODUCTION COMPANY DATED AS OF NOVEMBER 12, 2018Separation and Distribution Agreement • November 13th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 12, 2018 (this “Agreement”), is by and among EQT Corporation, a Pennsylvania corporation (“Parent”), Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”), and solely for purposes of Section 2.13, EQT Production Company, a Pennsylvania Corporation (“EPC”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN EQT CORPORATION AND EQUITRANS MIDSTREAM CORPORATION DATED AS OF NOVEMBER 12, 2018Transition Services Agreement • November 13th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of November 12, 2018 (this “Agreement”), is by and between EQT Corporation, a Pennsylvania corporation (“Parent”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”).
OMNIBUS AGREEMENT amongOmnibus Agreement • November 13th, 2018 • Equitrans Midstream Corp • 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.”
SECONDMENT AGREEMENTSecondment Agreement • November 13th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Pennsylvania
This SECONDMENT AGREEMENT (“Agreement”) is dated as of November 13, 2018 (the “Effective Date”) by and among Equitrans Midstream Corporation, a Pennsylvania corporation (“ETRN”), EQM Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and EQM Midstream Services, LLC, a Delaware limited liability company and the general partner of the Partnership (“General Partner”). ETRN, the Partnership and the General Partner may be referred to herein individually as “Party” or collectively as “Parties.”
SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN EQT CORPORATION AND EQUITRANS MIDSTREAM CORPORATION DATED AS OF NOVEMBER 12, 2018Shareholder and Registration Rights Agreement • November 13th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of November 12, 2018 (this “Agreement”), is by and between EQT Corporation, a Pennsylvania corporation (“Parent”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN EQT CORPORATION AND EQUITRANS MIDSTREAM CORPORATION DATED AS OF NOVEMBER 12, 2018Employee Matters Agreement • November 13th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of November 12, 2018 (this “Agreement”), is by and between EQT Corporation, a Pennsylvania corporation (“Parent”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”).
TAX MATTERS AGREEMENT by and between EQT CORPORATION and EQUITRANS MIDSTREAM CORPORATION Dated as of November 12, 2018Tax Matters Agreement • November 13th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of November 12, 2018, by and between EQT Corporation, a Pennsylvania corporation (“EQT”), and Equitrans Midstream Corporation, a Delaware corporation (“SpinCo” and collectively with EQT, the “Companies” and each, a “Company”).
AMENDED AND RESTATED CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENTNon-Solicitation And • November 13th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Pennsylvania
This AMENDED AND RESTATED CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into and is effective as of November 13, 2018, by and between Equitrans Midstream Corporation, a Pennsylvania corporation (Equitrans Midstream Corporation and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Thomas F. Karam (the “Employee”). This Agreement amends and restates in its entirety that certain Confidentiality, Non-Solicitation and Non-Competition Agreement by and between EQT Corporation (“EQT”) and the Employee dated as of August 9, 2018, which was assigned by EQT to the Company at 11:59 p.m. ET on November 12, 2018 (the “Original Agreement”).
AGREEMENT OF ASSIGNMENT OF CONFIDENTIALITY, NON-SOLICITATION AND NON- COMPETITION AGREEMENTAgreement of Assignment • November 13th, 2018 • Equitrans Midstream Corp • Natural gas transmission
THIS ASSIGNMENT AGREEMENT (this “Agreement”), by and among EQT Corporation, a Pennsylvania Corporation (“EQT”), Equitrans Midstream Corporation, a Pennsylvania Corporation (“Equitrans Midstream”), and [·] (“Employee”), is dated as of November 12, 2018.
WORKING CAPITAL LOAN AGREEMENTWorking Capital Loan Agreement • November 13th, 2018 • Equitrans Midstream Corp • 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.
