Baker Botts Sample Contracts

Eqt Midstream Partners Lp – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (June 18th, 2018)

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.

EQT GP Holdings, LP – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (June 18th, 2018)

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.

Kimbell Royalty Partners, LP – SERIES a PREFERRED UNIT PURCHASE AGREEMENT Among KIMBELL ROYALTY PARTNERS, LP and THE SEVERAL PURCHASERS PARTY HERETO May 28, 2018 (June 1st, 2018)

This Series A Preferred Unit Purchase Agreement, dated as of May 28, 2018 (this Agreement), is entered into by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the Partnership), and AA Direct, L.P., a Delaware limited partnership, AP KRP Holdings, L.P., a Delaware limited partnership, AIE III Investments, L.P., a Delaware limited partnership, Apollo Kings Alley Credit SPV, L.P., a Delaware limited partnership, Apollo SPN Investments I (Credit), LLC, a Delaware limited liability company, Apollo Thunder Partners, L.P., a Delaware limited partnership, ATCF Subsidiary (DC), LLC, a Delaware limited liability company, Apollo Union Street SPV, L.P., a Delaware limited partnership, Zeus Strategic US Holdings, L.P., a Delaware limited partnership, and Apollo Lincoln Private Credit Fund, L.P., a Delaware limited partnership (such entities listed after the Partnership, each, a Purchaser and collectively, the Purchasers).

Kimbell Royalty Partners, LP – SECURITIES PURCHASE AGREEMENT Among HAYMAKER MINERALS & ROYALTIES, LLC, HAYMAKER SERVICES, LLC and KIMBELL ROYALTY PARTNERS, LP Dated as of May 28, 2018 (June 1st, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of May 28, 2018 (the Execution Date), is among Haymaker Minerals & Royalties, LLC, a Delaware limited liability company (Seller), Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer) and, solely for the purpose of Section 6.20, Haymaker Services, LLC, a Delaware limited liability company (Services). Seller, Buyer and Services are sometimes referred to herein individually as a Party and collectively as the Parties.

Kimbell Royalty Partners, LP – SECURITIES PURCHASE AGREEMENT Among HAYMAKER RESOURCES, LP, HAYMAKER SERVICES, LLC and KIMBELL ROYALTY PARTNERS, LP Dated as of May 28, 2018 (June 1st, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of May 28, 2018 (the Execution Date), is among Haymaker Resources, LP, a Delaware limited partnership (Seller), Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer) and, solely for the purpose of Section 6.20, Haymaker Services, LLC, a Delaware limited liability company (Services). Seller, Buyer and Services are sometimes referred to herein individually as a Party and collectively as the Parties.

Second Amendment to Amended and Restated Credit Agreement (May 29th, 2018)

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 25, 2018 (this Amendment), is by and among CENTERPOINT ENERGY, INC., a Texas corporation (the Borrower), each Bank party hereto, each Issuing Bank party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Second Amendment to Amended and Restated Credit Agreement (May 29th, 2018)

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 25, 2018 (this Amendment), is by and among CENTERPOINT ENERGY, INC., a Texas corporation (the Borrower), each Bank party hereto, each Issuing Bank party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

INDENTURE Dated as of May 24, 2018 (May 25th, 2018)

INDENTURE, dated as of May 24, 2018, between NRG Energy, Inc., a Delaware corporation, as issuer (the Company), the Guarantors (as defined herein), as guarantors, and Delaware Trust Company, as trustee (the Trustee).

Xeris Pharmaceuticals Inc – [***] Indicates Material That Has Been Omitted and for Which Confidential Treatment Has Been Requested. All Such Omitted Material Has Been Filed With the Securities and Exchange Commission Pursuant to Rule 406 Promulgated Under the Securities Act of 1933, as Amended Joint Development Agreement Between Xeris Pharmaceuticals, Inc. And Scandinavian Health Limited Dated: January 29, 2016 (May 24th, 2018)

THIS JOINT DEVELOPMENT AGREEMENT (the Agreement) is entered into as of January 29, 2016 (the Effective Date) and is made by and between Xeris Pharmaceuticals, Inc., a Delaware corporation, with its principal office at 3208 Red River Street, Suite 300, Austin, TX 78705, USA (XPI) and Scandinavian Health Limited, a company existing under the laws of Hong Kong, having its principal office at Room 810, Argyle Centre, Phase 1, 688 Nathan Road, Kowloon, Hong Kong (SHL). XPI and SHL are each referred to as a Party, and collectively as the Parties.

STOCK PURCHASE AGREEMENT by and Among THE SOUTHERN COMPANY, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. _____________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among The Southern Company, a Delaware corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), and NextEra Energy, Inc., a Florida corporation ("Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and collectively as the "Parties".

STOCK PURCHASE AGREEMENT by and Among THE SOUTHERN COMPANY, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. _________________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among The Southern Company, a Delaware corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), and NextEra Energy, Inc., a Florida corporation ("Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and collectively as the "Parties".

STOCK PURCHASE AGREEMENT by and Among NUI CORPORATION, SOUTHERN COMPANY GAS, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. __________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among NUI Corporation, a New Jersey corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), NextEra Energy, Inc., a Florida corporation ("Parent"), and, solely for the limited purposes expressly set forth in Article X and Article VII, Southern Company Gas, a Georgia corporation ("Seller Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and, collectively, as the "Parties".

STOCK PURCHASE AGREEMENT by and Among NUI CORPORATION, SOUTHERN COMPANY GAS, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. ____________________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among NUI Corporation, a New Jersey corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), NextEra Energy, Inc., a Florida corporation ("Parent"), and, solely for the limited purposes expressly set forth in Article X and Article VII, Southern Company Gas, a Georgia corporation ("Seller Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and, collectively, as the "Parties".

EQUITY INTEREST PURCHASE AGREEMENT by and Among SOUTHERN POWER COMPANY, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. ___________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This EQUITY INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among Southern Power Company, a Delaware corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), and NextEra Energy, Inc., a Florida corporation ("Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and, collectively, as the "Parties".

Access Midstream Partners L.P. – Support Agreement (May 17th, 2018)

THIS SUPPORT AGREEMENT, dated as of May 16, 2018 (this Agreement), is entered into by and between Williams Partners L.P., a Delaware limited partnership (WPZ), and Williams Gas Pipeline Company, LLC, a Delaware limited liability company (the Unitholder).

Access Midstream Partners L.P. – AGREEMENT AND PLAN OF MERGER Dated as of MAY 16, 2018 by and Among THE WILLIAMS COMPANIES, INC., SCMS LLC, WILLIAMS PARTNERS L.P., and WPZ GP LLC (May 17th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of May 16, 2018 (the Execution Date), is entered into by and among The Williams Companies, Inc., a Delaware corporation (Parent), SCMS LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub), Williams Partners L.P., a Delaware limited partnership (WPZ), and WPZ GP LLC, a Delaware limited liability company and the general partner of WPZ (WPZ General Partner).

AGREEMENT AND PLAN OF MERGER Dated as of MAY 16, 2018 by and Among THE WILLIAMS COMPANIES, INC., SCMS LLC, WILLIAMS PARTNERS L.P., and WPZ GP LLC (May 17th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of May 16, 2018 (the Execution Date), is entered into by and among The Williams Companies, Inc., a Delaware corporation (Parent), SCMS LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub), Williams Partners L.P., a Delaware limited partnership (WPZ), and WPZ GP LLC, a Delaware limited liability company and the general partner of WPZ (WPZ General Partner).

CREDIT AGREEMENT Dated as of May 10, 2018 Among McDermott TECHNOLOGY (AMERICAS), INC., McDermott TECHNOLOGY (US), INC., and McDermott TECHNOLOGY, B.V., as Borrowers and McDermott INTERNATIONAL, INC., as Parent and THE LENDERS AND ISSUERS PARTY HERETO and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Revolving and LC Administrative Agent and BARCLAYS BANK PLC, as Term Loan Administrative Agent and BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, GOLDMAN SACHS BANK USA, ABN AMRO CAPITAL USA LLC, MUFG BANK, LTD., and ROYAL BANK OF CANADA, as Joint Lead Arrangers and Joint Lea (May 11th, 2018)

This Credit Agreement (this Agreement) dated as of May 10, 2018 is among McDermott Technology (Americas), Inc., a Delaware corporation, McDermott Technology (US), Inc., a Delaware corporation and McDermott Technology, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (each a Borrower and collectively the Borrowers), McDermott International, Inc., a Panamanian corporation (the Parent), the Lenders (as defined below), the Issuers (as defined below), Credit Agricole Corporate and Investment Bank (CA CIB), as administrative agent for the Revolving Facility (as defined below) and the LC Facility (as defined below) (in such capacity, and together with its successors pursuant to Section 10.6(a), the Revolving and LC Administrative Agent) and Barclays Bank PLC (Barclays), as administrative agent for the Term Facility (as defined below) (in such capacity, and together with its successors pursuant

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (May 7th, 2018)

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.

Third Amendment Agreement (May 7th, 2018)

THIRD AMENDMENT AGREEMENT dated as of May 7, 2018 (this Third Amendment) to the Second Amended and Restated Credit Agreement dated as of June 30, 2016 (as amended by the First Amendment, dated as of January 24, 2017, the Second Amendment, dated as of March 21, 2018, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time and immediately prior to the Third Amendment Effective Date (as defined below) (the Credit Agreement and as amended by this Third Amendment, the Amended Credit Agreement), among, inter alia, NRG Energy, Inc., a Delaware corporation (the Borrower), the Lenders from time to time parties thereto and Citicorp North America, Inc., as administrative agent (in such capacity and together with its successors, the Administrative Agent) and as collateral agent (in such capacity and together with its successors, the Collateral Agent).

Xeris Pharmaceuticals Inc – [***] Indicates Material That Has Been Omitted and for Which Confidential Treatment Has Been Requested. All Such Omitted Material Has Been Filed With the Securities and Exchange Commission Pursuant to Rule 406 Promulgated Under the Securities Act of 1933, as Amended Joint Development Agreement Between Xeris Pharmaceuticals, Inc. And Scandinavian Health Limited Dated: January 29, 2016 (May 4th, 2018)

THIS JOINT DEVELOPMENT AGREEMENT (the Agreement) is entered into as of January 29, 2016 (the Effective Date) and is made by and between Xeris Pharmaceuticals, Inc., a Delaware corporation, with its principal office at 3208 Red River Street, Suite 300, Austin, TX 78705, USA (XPI) and Scandinavian Health Limited, a company existing under the laws of Hong Kong, having its principal office at Room 810, Argyle Centre, Phase 1, 688 Nathan Road, Kowloon, Hong Kong (SHL). XPI and SHL are each referred to as a Party, and collectively as the Parties.

Nrg Yield Llc – Third Amendment to Amended and Restated Credit Agreement and Administrative Agent Resignation and Appointment Agreement (May 3rd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT (Agreement) is entered into as of April 25, 2014, as amended through April 30, 2018, among NRG Yield Operating LLC, a Delaware limited liability company (the Borrower), NRG Yield LLC, a Delaware limited liability company (Holdings), each other Guarantor (as defined herein) from time to time party hereto, each Lender from time to time party hereto (collectively, the Lenders and individually, a Lender), ROYALJPMORGAN CHASE BANK OF CANADA, N.A., as Administrative Agent and an L/C Issuer, and ROYAL BANK OF CANADA, GOLDMAN SACHS BANK USA and BANK OF AMERICA, N.A. and BARCLAYS BANK PLC, as L/C Issuers.

Nrg Yield Inc. – Third Amendment to Amended and Restated Credit Agreement and Administrative Agent Resignation and Appointment Agreement (May 3rd, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT (Agreement) is entered into as of April 25, 2014, as amended through April 30, 2018, among NRG Yield Operating LLC, a Delaware limited liability company (the Borrower), NRG Yield LLC, a Delaware limited liability company (Holdings), each other Guarantor (as defined herein) from time to time party hereto, each Lender from time to time party hereto (collectively, the Lenders and individually, a Lender), ROYALJPMORGAN CHASE BANK OF CANADA, N.A., as Administrative Agent and an L/C Issuer, and ROYAL BANK OF CANADA, GOLDMAN SACHS BANK USA and BANK OF AMERICA, N.A. and BARCLAYS BANK PLC, as L/C Issuers.

CERTIFICATE OF AMENDMENT McDermott International, Inc. (May 2nd, 2018)

We, the undersigned David Dickson and John Freeman, President and Corporate Secretary, respectively, of McDermott International, Inc., a company duly organized and existing under the laws of the Republic of Panama (the Corporation), hereby

Interval Leisure Group – Voting and Support Agreement (May 1st, 2018)

This VOTING AND SUPPORT AGREEMENT (this Agreement) dated as of April 30, 2018, is entered into by and among ILG, Inc., a Delaware corporation (ILG), Marriott Vacations Worldwide Corporation, a Delaware corporation (MVW), Qurate Retail, Inc., a Delaware corporation and a shareholder of ILG (the Shareholder), and Liberty USA Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Shareholder (Liberty USA Holdings);

Marriot Vacations Worldwide Cor – Voting and Support Agreement (May 1st, 2018)

This VOTING AND SUPPORT AGREEMENT (this Agreement) dated as of April 30, 2018, is entered into by and among ILG, Inc., a Delaware corporation (ILG), Marriott Vacations Worldwide Corporation, a Delaware corporation (MVW), Qurate Retail, Inc., a Delaware corporation and a shareholder of ILG (the Shareholder), and Liberty USA Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Shareholder (Liberty USA Holdings);

Marriot Vacations Worldwide Cor – Voting and Support Agreement (May 1st, 2018)

This VOTING AND SUPPORT AGREEMENT (this Agreement) dated as of April 30, 2018, is entered into by and among ILG, Inc., a Delaware corporation (ILG), Marriott Vacations Worldwide Corporation, a Delaware corporation (MVW), Qurate Retail, Inc., a Delaware corporation and a shareholder of ILG (the Shareholder), and Liberty USA Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Shareholder (Liberty USA Holdings);

Interval Leisure Group – Voting and Support Agreement (May 1st, 2018)

This VOTING AND SUPPORT AGREEMENT (this Agreement) dated as of April 30, 2018, is entered into by and among ILG, Inc., a Delaware corporation (ILG), Marriott Vacations Worldwide Corporation, a Delaware corporation (MVW), Qurate Retail, Inc., a Delaware corporation and a shareholder of ILG (the Shareholder), and Liberty USA Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Shareholder (Liberty USA Holdings);

EQT GP Holdings, LP – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (April 26th, 2018)

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.

Eqt Midstream Partners Lp – AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 Among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, And, Solely for Purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION (April 26th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2018 (this Agreement), is by and among EQT Midstream Partners, LP, a Delaware limited partnership (EQM), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (EQM GP), EQM GP Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (GP Merger Sub), EQM Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (Merger Sub and, together with EQM, EQM GP and GP Merger Sub, the EQM Entities), Rice Midstream Partners LP, a Delaware limited partnership (RMP), Rice Midstream Management, LLC, a Delaware limited liability company and the general partner of RMP (RMP GP and, together with RMP, the RMP Entities), and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT Corporation, a Pennsylvania corporation (EQT).

Eqt Midstream Partners Lp – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (April 26th, 2018)

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.

EQT GP Holdings, LP – AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 Among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, And, Solely for Purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION (April 26th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2018 (this Agreement), is by and among EQT Midstream Partners, LP, a Delaware limited partnership (EQM), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (EQM GP), EQM GP Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (GP Merger Sub), EQM Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (Merger Sub and, together with EQM, EQM GP and GP Merger Sub, the EQM Entities), Rice Midstream Partners LP, a Delaware limited partnership (RMP), Rice Midstream Management, LLC, a Delaware limited liability company and the general partner of RMP (RMP GP and, together with RMP, the RMP Entities), and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT Corporation, a Pennsylvania corporation (EQT).

AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 Among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, And, Solely for Purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION (April 26th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2018 (this Agreement), is by and among EQT Midstream Partners, LP, a Delaware limited partnership (EQM), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (EQM GP), EQM GP Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (GP Merger Sub), EQM Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (Merger Sub and, together with EQM, EQM GP and GP Merger Sub, the EQM Entities), Rice Midstream Partners LP, a Delaware limited partnership (RMP), Rice Midstream Management, LLC, a Delaware limited liability company and the general partner of RMP (RMP GP and, together with RMP, the RMP Entities), and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT Corporation, a Pennsylvania corporation (EQT).

Rice Midstream Partners LP – AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2018 Among EQT MIDSTREAM PARTNERS, LP, EQT MIDSTREAM SERVICES, LLC, EQM ACQUISITION SUB, LLC, EQM GP ACQUISITION SUB, LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC, And, Solely for Purposes of Sections 5.15 and 5.16 and Article VIII, EQT CORPORATION (April 26th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2018 (this Agreement), is by and among EQT Midstream Partners, LP, a Delaware limited partnership (EQM), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (EQM GP), EQM GP Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (GP Merger Sub), EQM Acquisition Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (Merger Sub and, together with EQM, EQM GP and GP Merger Sub, the EQM Entities), Rice Midstream Partners LP, a Delaware limited partnership (RMP), Rice Midstream Management, LLC, a Delaware limited liability company and the general partner of RMP (RMP GP and, together with RMP, the RMP Entities), and, solely for purposes of Sections 5.15 and 5.16 and Article VIII, EQT Corporation, a Pennsylvania corporation (EQT).

Dated 17 April 2018 ABL FACILITIES AGREEMENT in Respect of USD 75,000,000 for BRISTOW NORWAY AS and BRISTOW HELICOPTERS LIMITED as Borrowers Arranged by BARCLAYS BANK PLC and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Arrangers and Bookrunners With BARCLAYS BANK PLC Acting as Agent BARCLAYS BANK PLC Acting as Issuing Bank BARCLAYS BANK PLC Acting as Security Agent and BARCLAYS BANK PLC Acting as Swingline Lender (April 23rd, 2018)