CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT by and among EQM MIDSTREAM PARTNERS, LP and THE PURCHASERS PARTY HERETO Dated March 13, 2019

Exhibit 10.1

Execution Version

CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT

by and among

EQM MIDSTREAM PARTNERS, LP

and

THE PURCHASERS PARTY HERETO

Dated March 13, 2019

TABLE OF CONTENTS

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TABLE OF CONTENTS (CONT’D)

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TABLE OF CONTENTS (CONT’D)

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CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT

This CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT, dated as of March 13, 2019 (this “Agreement”), is by and between EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), and the purchasers set forth on Schedule 1 hereto (collectively, the “Purchasers”).

WHEREAS, the Partnership desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Partnership, certain Series A Preferred Units (as defined below), in accordance with the provisions of this Agreement; and

WHEREAS, the Partnership has agreed to provide the Purchasers with certain registration rights with respect to the Purchased Units and Conversion Units (as defined below) underlying the Purchased Units (as defined below) acquired pursuant to this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I
 DEFINITIONS

As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Acquisition” means the acquisition by the Partnership or one or more of its wholly-owned subsidiaries of (i) 60% of the Class A common units in Eureka Midstream and (ii) 100% of the equity interests in Hornet Midstream, in each case from Xxxxxx Xxxxxxx Infrastructure Partners or its Affiliates and co-investors, as applicable, pursuant to the Eureka Purchase Agreement.

“Additional Purchasers” has the meaning specified in Section 8.03(c).

“Affiliate” means, with respect to a specified Person, any other Person, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding anything to the contrary provided herein, for purposes of this Agreement, no Purchaser shall be considered an Affiliate of the Partnership, and no Purchaser or any of its Affiliates shall be considered Affiliates of any other Purchaser or any of such other Purchaser’s Affiliates, in either case, solely by virtue of such Purchaser’s ownership of the Purchased Units. Notwithstanding anything in this definition to the contrary, for purposes of this Agreement, (a) the Partnership Entities, on the one hand, and any Purchaser, on the other hand, shall not be considered Affiliates and (b) any fund or account managed, advised or subadvised, directly or indirectly, by a Purchaser or its Affiliates, shall be considered an Affiliate of such Purchaser.

“Agreement” has the meaning specified in the introductory paragraph.

“Amended Partnership Agreement” means the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, in the form attached hereto as Exhibit A.

“Anti-Money Laundering Laws” shall have the meaning specified in Section 3.38.

“Assets” means all of the assets that are owned and operated by the Partnership Entities.

“Banking Regulations” means all federal, state and foreign Laws applicable to banks, bank holding companies and their subsidiaries and Affiliates, including without limitation, the Bank Holding Company Act of 1956, the Federal Reserve Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.

“Business Day” means any day other than a Saturday, Sunday, any federal legal holiday or any other day on which banking institutions in the State of New York or the Commonwealth of Pennsylvania are authorized or required by Law or other governmental action to close.

“Class B Units” means the Class B Units representing limited partner interests of the Partnership having the terms set forth in the Partnership Agreement.

“Closing” shall have the meaning specified in Section 2.02.

“Closing Date” shall have the meaning specified in Section 2.02.

“Code” shall have the meaning specified in Section 3.30.

“Combined Entity Material Adverse Effect” means a Material Adverse Effect determined, solely for purposes of Section 2.04(e), as though Eureka Midstream, Hornet Midstream and their respective subsidiaries were Partnership Entities.

“Commission” means the United States Securities and Exchange Commission.

“Common Units” means the Common Units representing limited partner interests of the Partnership having the terms set forth in the Partnership Agreement.

“Confidential Information” means any data, agreements, documents, reports and information of a confidential, proprietary or commercially sensitive nature pertaining to the Partnership, Eureka Midstream, Hornet Midstream or any of their respective Affiliates, in each case, whether in writing or in electronic format or conveyed orally. Notwithstanding the foregoing, Confidential Information will not include information that (i) is or becomes generally available to the public, other than as a result of a disclosure by the applicable Restricted Person or any its Representatives in violation of this Agreement, (ii) becomes available to the applicable Restricted Person after the Closing from a source other than the Partnership, any of its Affiliates or their respective Representatives (and not, to the knowledge of such Restricted Person, as a result of a violation of a contractual restriction or fiduciary duty known to such Person) or (iii) is or was independently developed by or on behalf of the applicable Restricted Person without use of the Confidential Information and not in violation of the terms of this Agreement.

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“Conversion Units” means the Common Units issuable upon conversion of the Purchased Units.

“Credit Agreement” shall have the meaning specified in Section 3.06(a).

“Delaware LLC Act” shall have the meaning specified in Section 3.05.

“Delaware LP Act” shall have the meaning specified in Section 3.04(a).

“EGH” means Equitrans Gathering Holdings, LLC, a Delaware limited liability company.

“Enforceability Exceptions” means (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (ii) public policy, applicable Law relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.

“Environmental Laws” shall have the meaning specified in Section 3.27(a).

“Environmental Permits” shall have the meaning specified in Section 3.27(b).

“EQGP Holdings” means EQGP Holdings, LP, a Delaware limited partnership.

“EQM Gathering” means EQM Gathering Holdings, LLC, a Delaware limited liability company.

“EQM Gathering Opco” means EQM Gathering Opco, LLC, a Delaware limited liability company.

“EQM Midstream Management” means EQM Midstream Management LLC, a Delaware limited liability company.

“EQM Olympus” means EQM Olympus Midstream LLC, a Delaware limited liability company.

“EQM Poseidon” means EQM Poseidon Midstream, LLC, a Delaware limited liability company.

“EQM VE II” means EQM VE II Access, LLC, a Delaware limited liability company.

“EQM VG” means EQM VG, LLC, a Delaware limited liability company.

“EQM West Virginia” means EQM West Virginia Midstream LLC, a Delaware limited liability company.

“Equitrans” means Equitrans, L.P., a Pennsylvania limited partnership.

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“Equitrans Investments” means Equitrans Investments, LLC, a Delaware limited liability company.

“Equitrans Services” means Equitrans Services, LLC, a Delaware limited liability company.

“Equitrans Transaction Sub” means Equitrans Transaction Sub GP, LLC, a Delaware limited liability company.

“Equitrans Water (OH)” means Equitrans Water Services (OH), LLC, a Delaware limited liability company.

“Equitrans Water (PA)” means Equitrans Water Services (PA), LLC, a Delaware limited liability company.

“ERISA” shall have the meaning specified in Section 3.30.

“ETRN” means Equitrans Midstream Corporation, a Pennsylvania corporation.

“Eureka Midstream” means Eureka Midstream Holdings, LLC, a Delaware limited liability company.

“Eureka Purchase Agreement” means the Purchase and Sale Agreement, by and between North Haven Infrastructure Partners II Buffalo Holdings, LLC, a Delaware limited liability company, and the Partnership, dated as of the date hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Finance Corp.” means EQM Midstream Finance Corporation, a Delaware corporation.

“Fundamental Representations” shall have the meaning specified in Section 6.04.

“Funding Obligation” means, with respect to a particular Purchaser, an amount equal to the Purchase Price multiplied by the number of Purchased Units to be purchased by such Purchaser on the Closing Date pursuant to Section 2.01.

“GAAP” means generally accepted accounting principles in the United States of America in effect as of the date hereof; provided that for the financial statements of the Partnership prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements.

“General Partner” means EQGP Services, LLC, a Delaware limited liability company and the general partner of the Partnership.

“Governmental Authority” means, with respect to a particular Person, any country, tribal authority, state, county, city or political subdivision in which such Person or such Person’s property is located or which exercises valid jurisdiction over any such Person or such Person’s

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property, and any court, agency, department, commission, board, bureau or instrumentality of any of the foregoing, as well as any monetary authority which exercises valid jurisdiction over any such Person or such Person’s property.

“Governmental Licenses” shall have the meaning specified in Section 3.22.

“GP LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of October 12, 2018, as amended by the First Amendment to Second Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of February 22, 2019.

“GP Waiver” means a waiver of the General Partner with respect to certain of its rights under the Partnership Agreement, in substantially the form attached hereto as Exhibit D.

“Hazardous Material” means pollutants, contaminants, hazardous or toxic substances or wastes, petroleum or petroleum products, radioactive materials, asbestos-containing materials, or polychlorinated biphenyls, or any other material or substance that is regulated under Environmental Laws.

“Hornet Midstream” means Hornet Midstream Holdings, LLC, a Delaware limited liability company.

“Indemnified Party” shall have the meaning specified in Section 6.03(a).

“Indemnifying Party” shall have the meaning specified in Section 6.03(a).

“Intellectual Property” shall have the meaning specified in Section 3.28.

“Investment Company Act” shall have the meaning specified in Section 3.33.

“Knowledge” means, with respect to the Partnership or the General Partner, the actual knowledge of the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer of the General Partner, in each case, after reasonable inquiry.

“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.

“Lead Purchasers” means the Purchasers listed on Exhibit F and their permitted assignees.

“Liens” means any lien (statutory or otherwise), encumbrance, security interest, security agreement, pledge, mortgage, conditional sale, trust receipt, charge or claim or a lease, consignment or bailment, preference or priority, assessment, easement, servitude, restriction on transfer or other encumbrance upon or with respect to any property of any kind.

“Material Adverse Effect” means any event, circumstance, occurrence, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material and adverse effect on (a) the Assets, liabilities, condition (financial or otherwise), business, results of operations, affairs or prospects of the Partnership Entities taken as a whole; (b) the ability of the

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Partnership Entities taken as a whole to carry on their respective business as such business is conducted as of the date hereof or on the ability of the Partnership Entities taken as a whole to meet their obligations under the Transaction Documents on a timely basis; or (c) the ability of the General Partner or the Partnership Entities to consummate the transactions contemplated by the Transaction Documents; provided, however, that a Material Adverse Effect shall not include any material and adverse effect on the foregoing to the extent such material and adverse effect results from, arises out of, or is attributable to (i) a general deterioration in the economy or changes in the general state of the industries in which the Partnership Entities operate, except, with respect to this clause (i), to the extent that the Partnership Entities, taken as a whole, are adversely affected in a disproportionate manner as compared to other industry participants, (ii) acts of war (whether or not declared), hostilities, sabotage, terrorism, military actions or the escalation of any of the foregoing, hurricane, flood, tornado, earthquake or other natural disaster, or any other force majeure event, whether or not caused by any Person, or any national or international calamity or crisis, (iii) any change in applicable Law or GAAP or the interpretation or enforcement thereof applicable to any of the Partnership Entities, (iv) any change in the credit rating of any of the Partnership Entities or any of their securities (it being understood that the facts and circumstances giving rise to such change in the credit rating may be deemed to constitute, and may be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect if such facts and circumstances are not otherwise described in clauses (i) through (v) of this definition), or (v) any change resulting or arising from (A) the taking of any action by the Partnership or any of its Affiliates required or otherwise expressly contemplated by this Agreement or consented to or requested by the Purchasers in writing or (B) the abstaining by the Partnership or any of its Affiliates from taking any action that is prohibited by this Agreement or which abstention is otherwise requested by the Purchasers.

“Material Contract” means each of the following types of contracts to which any Partnership Entity is a party:

(a)         any contract that would be required to be filed by the Partnership as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Partnership on a Current Report on Form 8-K;

(b)         the Precedent Agreements;

(c)          the MVP Joint Venture LLC Agreement, and each other partnership or joint venture agreement;

(d)         each hydrocarbon purchase and sale, gathering, transportation, treating, dehydration, processing or similar contract and any contract for the provision of services relating to gathering, compression, collection, processing, treating or transportation of natural gas or other hydrocarbons involving annual net expenditures or net revenues in excess of $25,000,000;

(e)          each contract that constitutes a terminal agreement, storage agreement, tolling agreement, throughput agreement, supply agreement, distribution agreement, tank lease agreement or services agreement involving annual costs or revenues in excess of $25,000,000;

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(f)           each Contract for the construction of gathering or other pipeline systems or processing, compression, treating or storage facilities that provide for payment by the Partnership Entities in excess of $50,000,000 per annum during the remaining term thereof;

(g)          each contract evidencing indebtedness for borrowed money;

(h)         each contract that constitutes a pipeline interconnect or facility operating agreement; and

(i)             any material contract with a Governmental Authority.

“Mountain Valley Pipeline” means an estimated 300 mile, 42-inch diameter natural gas interstate pipeline with a targeted capacity of 2.0 Bcf per day that will span from EQM’s existing transmission and storage system in Xxxxxx County, West Virginia to Pittsylvania County, Virginia.

“MVP Holdco” means MVP Holdco, LLC, a Delaware limited liability company.

“MVP Joint Venture” shall have the meaning specified in Section 3.06(g).

“MVP Joint Venture LLC Agreement” shall have the meaning specified in Section 3.06(g).

“NYSE” means the New York Stock Exchange.

“Operating Subsidiaries” means, collectively, Equitrans, Equitrans Investments, Equitrans Services, Equitrans Water (OH), Equitrans Water (PA), EQM Gathering, EQM Gathering Opco, EQM Midstream Management, EQM Poseidon, EQM VE II, EQM VG, MVP Holdco, MVP Joint Venture, EQM Olympus, RM Operating, RM Partners, Xxxxx, Strike Force, Strike Force Midstream, Strike Force East, Strike Force South and EQM West Virginia.

“Organizational Documents” means, as applicable, an entity’s agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws or other similar organizational documents.

“Partnership” has the meaning specified in the introductory paragraph.

“Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of February 22, 2019.

“Partnership Entities” means the Partnership, the General Partner, and the Operating Subsidiaries.

“Partnership Related Parties” shall have the meaning specified in Section 6.02.

“Permitted Loan” means any bona fide loans or other extensions of credit entered into by a Purchaser or any of its respective Affiliates with one or more financial institutions and secured by a pledge, hypothecation or other grant of security interest in Series A Preferred Units and/or related assets and/or cash, cash equivalents and/or letters of credit.

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“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

“Piggyback Registration” has the meaning ascribed to such term in the Registration Rights Agreement.

“Placement Agents” means Citigroup Global Markets Inc. and Guggenheim Securities, LLC.

“Precedent Agreements” means (a) that certain Second Restated Precedent Agreement, dated December 20, 2017, by and between MVP Joint Venture and EQT Energy, LLC (as it may be amended, restated or otherwise modified from time to time), (b) that certain Third Amended and Restated Precedent Agreement, dated December 20, 2017, by and between MVP Joint Venture and USG Properties Marcellus Holdings, LLC (as it may be amended, restated or otherwise modified from time to time), (c) that certain Precedent Agreement, dated March 10, 2015, by and between MVP Joint Venture and WGL Midstream, Inc. (as it may be amended, restated or otherwise modified from time to time), (d) that certain Precedent Agreement, dated October 1, 2015, by and between MVP Joint Venture and Roanoke Gas Company (as it may be amended, restated or otherwise modified from time to time), (e) that certain Precedent Agreement, dated January 21, 2016, by and between MVP Joint Venture and Consolidated Edison Company of New York, Inc. (as it may be amended, restated or otherwise modified from time to time) and (f) that certain Precedent Agreement, dated December 20, 2017, by and between Mountain Valley Pipeline, LLC and Public Service Company of North Carolina, Incorporated (as it may be amended, restated or otherwise modified from time to time).

“Purchase Price” means an amount equal to $48.77 per Purchased Unit.

“Purchased Units” shall have the meaning specified in Section 2.01(a).

“Purchaser Related Parties” shall have the meaning specified in Section 6.01.

“Purchasers” has the meaning specified in the introductory paragraph of this Agreement.

“Xxxxx” means Xxxxx Mountain Storage Company LLC, a Delaware limited liability company.

“Registration Rights Agreement” means the Registration Rights Agreement, to be entered into at the Closing, in substantially the form attached hereto as Exhibit B.

“Regulatory Concern” means any set of facts or circumstances in which a Purchaser’s ownership of securities issued by the Partnership (i) gives rise to a violation of Banking Regulations by such Purchaser or any of its Affiliates, or gives rise to a reasonable belief by such Purchaser, in good faith, based on the advice of counsel, that such a violation is likely to occur, (ii) gives rise to a limitation in Law (solely with respect to the Banking Regulations) that will materially impair the ability of such Purchaser or any of its Affiliates to conduct its business or gives rise to a reasonable belief by such Purchaser, in good faith, based on the advice of counsel,

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that such a limitation is likely to arise, or (iii) otherwise presents a material adverse regulatory risk for such Purchaser or any of its Affiliates.

“Representatives” of any Person means the officers, directors, managers, employees, agents, counsel, accountants, investment bankers and other representatives of such Person.

“Restricted Person” shall have the meaning specified in Section 8.05(a)

“rights-of-way” shall have the meaning specified in Section 3.21.

“RM Operating” means RM Operating LLC, a Delaware limited liability company.

“RM Partners” means RM Partners LP, a Delaware limited partnership.

“Rules and Regulations” means the requirements of the Securities Act and the rules and regulations of the Commission thereunder.

“Sanctioned Country” shall have the meaning specified in Section 3.39.

“Sanctions” shall have the meaning specified in Section 3.39.

“SEC Documents” means the Partnership’s registration statements, reports, schedules and statements required to be filed by it with the Commission under the Exchange Act or the Securities Act and filed prior to the date hereof.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“Series A Preferred Units” means the Partnership’s Series A Cumulative Convertible Preferred Units.

“Strike Force” means Strike Force Midstream Holdings LLC, a Delaware limited liability company.

“Strike Force East” means Strike Force East LLC, a Delaware limited liability company.

“Strike Force Midstream” means Strike Force Midstream LLC, a Delaware limited liability company.

“Strike Force South” means Strike Force South LLC, a Delaware limited liability company.

“Structuring Fee” shall have the meaning specified in Section 8.01.

“Tax Return” means any return, report or similar filing (including attached schedules, statements and exhibits) filed or required to be filed with respect to Taxes (and any amendments thereto), including any information return, claim for refund or declaration of estimated Taxes.

“Taxes” means any foreign, federal, state, local or other taxes of any kind whatsoever (together with any and all interest, penalties, additions to tax and additional amounts imposed with

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respect thereto) imposed by any Governmental Authority, including taxes on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation or net worth, and taxes in the nature of excise, withholding, ad valorem, value added, production or severance taxes, escheat or unclaimed property obligations, and including any liability in respect of any items described above as a transferee or successor, pursuant to Section 1.1502-6 of the Treasury regulations promulgated under the Code (or any similar provisions of foreign, state or local law), or as an indemnitor, guarantor, surety or in a similar capacity under any contract.

“Total Funding Obligation” means the aggregate amount of the Funding Obligations of all of the Purchasers.

“Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Amended Partnership Agreement and any and all other agreements or instruments executed and delivered by the Partnership or the Purchasers hereunder or thereunder.

“Transaction Fee” shall have the meaning specified in Section 8.01.

ARTICLE II
 AGREEMENT TO SELL AND PURCHASE

Section 2.01                             Sale and Purchase.

(a)                                 Subject to the terms and conditions hereof, at the Closing, each Purchaser hereby agrees to purchase from the Partnership the number of Series A Preferred Units set forth opposite such Purchaser’s name on Schedule 1 for a cash purchase price equal to such Purchaser’s Funding Obligation.

(b)                                 Subject to the terms and conditions hereof, at the Closing, the Partnership hereby agrees to issue and sell to each Purchaser, free and clear of any and all Liens except restrictions on transferability that may be imposed by federal or state securities laws or contained in the Amended Partnership Agreement, the number of Purchased Units set forth opposite such Purchaser’s name on Schedule 1 for the cash purchase price equal to such Purchaser’s Funding Obligation.

(c)                                  Upon the Closing, each Purchaser shall be bound by the terms and provisions of the Amended Partnership Agreement as a Series A Preferred Unitholder (as such term is defined in the Amended Partnership Agreement) with respect to the Purchased Units held by such Purchaser.

Section 2.02                             Closing.  Upon the terms and subject to the conditions hereof, the consummation of the sale and purchase of the Purchased Units hereunder (the “Closing”) shall take place on the same date (the “Closing Date”) as and concurrently with the closing of the Acquisition, at the offices of Xxxxxx & Xxxxxxx LLP at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000.

Section 2.03                             Mutual Conditions.  The respective obligations of each party to consummate the purchase and sale of the Purchased Units at the Closing shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of

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which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(a)           no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;

(b)           there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; and

(c)           the closing of the Acquisition shall have occurred, or shall occur concurrently with the Closing.

Section 2.04          Conditions to Each Purchaser’s Obligations.  The obligation of a Purchaser to consummate its purchase of Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by such Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law):

(a)           the representations and warranties of the Partnership contained in this Agreement shall be true and correct in all material respects (other than those Fundamental Representations contained in Article III or portions of other representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);

(b)           the Partnership shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date;

(c)           the NYSE shall have authorized, upon official notice of issuance, the listing of the Conversion Units;

(d)           no notice of delisting from the NYSE shall have been received by the Partnership with respect to the Common Units;

(e)           there shall not have occurred and be continuing (i) a Material Adverse Effect or (ii) a Combined Entity Material Adverse Effect; and

(f)            the Partnership shall have delivered, or caused to be delivered, to the Purchaser the Partnership’s Closing deliveries described in Section 2.06, as applicable.

Section 2.05          Conditions to the Partnership’s Obligations.  The obligation of the Partnership to consummate the sale and issuance of the Purchased Units to each Purchaser shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions

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(any or all of which may be waived by the Partnership in writing, in whole or in part, to the extent permitted by applicable Law):

(a)           the representations and warranties of such Purchaser contained in this Agreement shall be true and correct in all material respects (other than those portions or representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);

(b)           such Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date; and

(c)           such Purchaser shall have delivered, or caused to be delivered, to the Partnership the Purchaser’s Closing deliveries described in Section 2.07, as applicable.

Section 2.06          Deliveries of the Partnership.  At the Closing, the Partnership shall deliver, or cause to be delivered, to the Purchasers:

(a)           a counterpart of the Registration Rights Agreement duly executed by the Partnership;

(b)           evidence of the Purchased Units being credited to book-entry accounts maintained by the transfer agent of the Partnership, bearing the legend set forth in Section 4.06(e);

(c)           a copy of the GP Waiver duly executed by the General Partner with respect to the Purchased Units;

(d)           a copy of the Amended Partnership Agreement duly executed by the General Partner;

(e)           a certificate of the Secretary of State of the State of Delaware, dated as of the Closing Date or a recent date prior thereto, to the effect that the Partnership is in good standing in the State of Delaware;

(f)            a certificate, dated as of the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the General Partner, on behalf of the Partnership, in their capacities as such, to the effect that the conditions set forth in Sections 2.04(a), 2.04(b) and 2.04(e) and have been satisfied;

(g)           a certificate, dated as of the Closing Date, of the Secretary or Assistant Secretary of the General Partner, on behalf of the Partnership, certifying as to (A) the Certificate of Limited Partnership of the Partnership, as amended, and the Partnership Agreement, (B) the Certificate of Formation of the General Partner, as amended, and the GP LLC Agreement, (C) resolutions of the board of directors of the General Partner authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D) the incumbency of the officers authorized to execute the

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Transaction Documents on behalf of the Partnership, setting forth the name and title and bearing the signatures of such officers;

(h)           an opinion from Xxxxxx & Xxxxxxx LLP, counsel for the Partnership, in substantially the form attached hereto as Exhibit C, which shall be addressed to the Purchasers and dated the Closing Date; and

(i)            a counterpart to the cross-receipt executed by the Partnership and delivered to the Purchasers certifying as to the amounts that it has received from the Purchasers.

Section 2.07          Deliveries of Each Purchaser. At the Closing, each Purchaser shall deliver or cause to be delivered to the Partnership:

(a)           payment of such Purchaser’s respective Funding Obligation set forth on Schedule 1 (net of (i) the amount of the Structuring Fee with respect to the Lead Purchasers in accordance with Section 8.01 and (ii) the amount of the Transaction Fee with respect to the Purchasers in accordance with Section 8.01) payable by wire transfer of immediately available funds to an account designated at least five Business Days in advance of the Closing Date by the Partnership;

(b)           a counterpart of the Registration Rights Agreement duly executed by such Purchaser;

(c)           a certificate, dated as of the Closing Date and signed by an authorized officer of such Purchaser, in his or her capacity as such, to the effect that the conditions set forth in Sections 2.05(a) and 2.05(b) have been satisfied;

(d)           a duly executed Internal Revenue Service Form W-9 from such Purchaser; and

(e)           a counterpart to the cross-receipt executed by such Purchaser and delivered to the Partnership certifying that it has received from the Partnership the number of Purchased Units to be received by such Purchaser in connection with the Closing.

Section 2.08          Independent Nature of Purchasers’ Obligations and Rights.  The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Transaction Document. The failure of any Purchaser to perform, or any waiver by the Partnership of such performance, under any Transaction Document shall not excuse the failure to perform by any other Purchaser or the Partnership, and the waiver by any Purchaser of performance of the Partnership under any Transaction Document shall not excuse the failure to perform by the Partnership with respect to any other Purchaser.

ARTICLE III
 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

The Partnership represents and warrants to the Purchasers that:

Section 3.01          Formation and Qualification of the Partnership Entities.  Each of the Partnership Entities has been duly formed and is validly existing as a limited partnership or limited

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liability company, as applicable, in good standing under the Laws of its jurisdiction of organization with all requisite power and authority, in the case of the Partnership, to enter into and perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. Each of the Partnership Entities has all requisite power and authority to own or lease and to operate its properties currently owned or leased and conduct its business as currently conducted and is duly qualified to do business as a foreign limited partnership or limited liability company, as applicable, and is in good standing under the Laws of each jurisdiction which requires such qualification, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect.

Section 3.02          Power and Authority of General Partner.  The General Partner has all requisite power and authority to act as general partner of the Partnership.

Section 3.03          Ownership of the General Partner Interest.  The General Partner is the sole general partner of the Partnership, with a non-economic general partner interest in the Partnership; such interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such interest free and clear of all Liens except for restrictions on transferability contained in the Partnership Agreement or as described in the SEC Documents.

Section 3.04          Capitalization; Issuance.

(a)           As of the date hereof, the Partnership has no limited partner interests outstanding other than the following: 200,457,630 Common Units and 7,000,000 Class B Units.  All such Common Units and Class B Units have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 18-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).

(b)           The Purchased Units and the limited partner interests represented thereby will be duly authorized by the Partnership pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transferability that may be imposed by federal or state securities laws or contained in the Amended Partnership Agreement or this Agreement and (ii) such Liens as are created by the Purchasers.

(c)           Except (i) for the Purchased Units to be issued pursuant to this Agreement, (ii) as expressly provided in the Partnership Agreement, (iii) for awards issued pursuant to the Partnership’s long-term incentive plans, (iv) as disclosed in the SEC Documents or (v) the General Partner’s right to maintain its general partnership interest in the Partnership, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in the Partnership are outstanding.

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(d)           Upon issuance in accordance with this Agreement and the Amended Partnership Agreement, the Conversion Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and will be free and clear of any and all Liens and restrictions on transfer, other than (i) restrictions on transferability that may be imposed by federal or state securities laws or contained in the Amended Partnership Agreement or (ii) such Liens as are created by the Purchasers.

(e)           The Amended Partnership Agreement sets forth the rights, preferences and priorities of the Purchased Units, and the holders of the Purchased Units will have the rights set forth in the Amended Partnership Agreement upon the Closing.

Section 3.05          Ownership of the General Partner.  As of the date hereof, EGH owns 100% of the limited liability company interests in the General Partner; all of such limited liability company interests have been duly authorized and validly issued in accordance with the GP LLC Agreement, and are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and EGH owns 100% of the limited liability company interests in the General Partner free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under that certain Revolving Credit Agreement, dated as of October 31, 2018, by and among ETRN, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto, as amended and modified from time to time, and that certain Credit Agreement, dated as of December 31, 2018, by and among ETRN, Xxxxxxx Sachs Bank USA, as Administrative Agent and Initial Lender, PNC Bank, National Association, as Collateral Agent, and the other lenders from time to time party thereto, as amended and modified from time to time.

Section 3.06          Ownership of Certain Partnership Entities and MVP Joint Venture.

(a)           The Partnership owns all of the membership interests of Equitrans Investments; all of such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, and are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such equity interests free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents of Equitrans Investments or as described in the SEC Documents and (B) Liens created or arising under that certain Third Amended and Restated Credit Agreement, dated as of October 31, 2018, by and among the Partnership, Xxxxx Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C issuers and lenders party thereto (as amended and modified from time to time, the “Credit Agreement”);

(b)           Equitrans Investments owns all of the membership interests in Equitrans Services and a 97.25% limited partner interest in Equitrans; all of such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable

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(except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act or the Pennsylvania Uniform Limited Partnership Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(c)           Equitrans Services owns a 2.75% general partner interest in Equitrans; such equity interest has been duly authorized and validly issued in accordance with the applicable Organizational Documents and is fully paid (to the extent required by the applicable Organizational Documents); and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(d)           The Partnership owns all of the membership interests in EQM Gathering; all of such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(e)           EQM Gathering owns all of the membership interests in EQM Gathering Opco; all of such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(f)            The Partnership owns all of the membership interests in MVP Holdco; all of such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(g)           MVP Holdco owns membership interests in Mountain Valley Pipeline, LLC, a Delaware series limited liability company and joint venture with certain third parties (“MVP Joint Venture”), representing as of the date hereof 45.5% of the outstanding Series A membership interests of MVP Joint Venture and 47.195% of the outstanding Series B membership interests of MVP Joint Venture; all of such equity interests have been duly authorized and validly issued in accordance with the limited liability company agreement of MVP Joint Venture, as amended from time to time (the “MVP Joint Venture LLC Agreement”), are fully paid (to the extent required by

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the MVP Joint Venture LLC Agreement) and nonassessable (except as provided in the MVP Joint Venture LLC Agreement and as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for restrictions on transferability contained in the MVP Joint Venture LLC Agreement or as described in the SEC Documents;

(h)           Equitrans Investments owns all of the membership interests in Xxxxx; all of such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(i)            EQM Gathering owns all of the membership interests in EQM Midstream Management; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(j)            EQM Gathering owns 100% of the limited partner interests in RM Partners; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(k)           EQM Midstream Management is the sole general partner of RM Partners, with a non-economic general partner interest in RM Partners; such interest has been duly authorized and validly issued in accordance with the applicable Organizational Documents and is fully paid (to the extent required by the applicable Organizational Documents); and such interest is owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(l)            RM Partners owns all of the membership interests in RM Operating; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable

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Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(m)          RM Operating owns all of the membership interests in EQM Poseidon; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(n)           RM Operating owns all of the membership interests in Equitrans Water (OH); all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(o)           RM Operating owns all of the membership interests in Equitrans Water (PA); all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(p)           EQM Poseidon owns all of the membership interests in EQM VE II; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(q)           EQM Poseidon owns all of the membership interests in EQM VG; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

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(r)                                    EQM Gathering owns all of the membership interests in EQM West Virginia; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(s)                                   EQM Gathering owns all of the membership interests in EQM Olympus; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(t)                                    EQM Gathering owns all of the membership interests in Strike Force; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(u)                                 EQM Gathering owns a 25% membership interest in Strike Force Midstream; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(v)                                 Strike Force owns a 75% membership interest in Strike Force Midstream; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement;

(w)                               Strike Force Midstream owns all of the membership interests in Strike Force East; all such equity interests have been duly authorized and validly issued in accordance with the

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applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement; and

(x)                                 Strike Force Midstream owns all of the membership interests in Strike Force South; all such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents, are fully paid (to the extent required by the applicable Organizational Documents) and nonassessable (except as such nonassessability may be affected by, as applicable, Sections 18-607 and 18-804 of the Delaware LLC Act), and such equity interests are owned free and clear of all Liens except for (A) restrictions on transferability contained in the applicable Organizational Documents or as described in the SEC Documents and (B) Liens created or arising under the Credit Agreement.

Section 3.07                             No Other Subsidiaries.  Other than (i) the General Partner’s ownership of the general partner interest in the Partnership, (ii) the Partnership’s ownership of 100% of each of Equitrans Investments, Finance Corp., EQGP Holdings and Equitrans Transaction Sub, and Equitrans Transaction Sub’s ownership of a non-economic general partner interest in EQGP Holdings, (iii) Equitrans Investments’ 100% ownership of Equitrans Services and Xxxxx, (iv) Equitrans Investments’ and Equitrans Services’ ownership of a 97.25% limited partner interest and a 2.75% general partner interest, respectively, in Equitrans, (v) the Partnership’s ownership of 100% of EQM Gathering, (vi) EQM Gathering’s 100% ownership of EQM Gathering Opco, (vii) the Partnership’s 100% ownership of MVP Holdco, (viii) MVP Holdco’s ownership interests in MVP Joint Venture, (ix) EQM Gathering’s 100% ownership of each of EQM Midstream Management, RM Partners, EQM West Virginia, EQM Olympus and Strike Force, (x) EQM Midstream Management’s ownership of the general partner interest in RM Partners, (xi) RM Partners’ ownership of 100% of the limited liability company interests in RM Operating, (xii) RM Operating’s 100% ownership of each of EQM Poseidon, Equitrans Water (OH) and Equitrans Water (PA), (xiii) EQM Poseidon’s 100% ownership of each of EQM VE II and EQM VG, (xiv) EQM Gathering’s 25% ownership of Strike Force Midstream, (xv) Strike Force’s 75% ownership of Strike Force Midstream, (xvi) Strike Force Midstream’s 100% ownership of each of Strike Force East and Strike Force South and (xvii) the Partnership’s ownership of Class B Units of EQT Energy Supply, LLC, none of the Partnership Entities own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity. Finance Corp. is a wholly owned subsidiary of the Partnership and was organized for the purpose of co-issuing the Partnership’s debt securities and has no material assets or liabilities other than as co-issuer of the Partnership’s debt securities. Its activities are limited to co-issuing the Partnership’s debt securities and engaging in activities incidental thereto. Each of EQGP Holdings and Equitrans Transaction Sub are wholly owned subsidiaries of the Partnership and have no material operations, assets or liabilities.

Section 3.08                             Authority and Authorization.  The Partnership has all requisite power and authority to execute and deliver this Agreement and the Transaction Documents and perform its respective obligations hereunder and thereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Purchased Units, in accordance with and upon

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the terms and conditions set forth in this Agreement and the Partnership Agreement. No approval from the holders of outstanding Common Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and sale of the Purchased Units to the Purchasers.

Section 3.09                             Authorization of This Agreement.  This Agreement has been duly authorized, executed and delivered by the Partnership and each of the other Transaction Documents has been duly and validly authorized and has been or, with respect to the Transaction Documents to be delivered at the Closing, will be, validly executed and delivered by the Partnership or the General Partner, as the case may be. Each of the Transaction Documents constitutes, or will constitute, the legal, valid and binding obligations of the Partnership or the General Partner, as the case may be, in each case enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by the Enforceability Exceptions.

Section 3.10                             No Conflicts.  None of the issuance or sale by the Partnership of the Purchased Units, the application of the proceeds thereof, the execution, delivery and performance of this Agreement or the other Transaction Documents by the Partnership, or the consummation of any other transactions contemplated thereby (i) conflicts or will conflict with or constitutes or will constitute a violation of the Organizational Documents of any of the Partnership Entities, (ii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, accelerate payment or rights under, or will result in the creation or imposition of any Lien upon any property or Assets of any of the Partnership Entities (other than Liens created pursuant to the Credit Agreement) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which any of the Partnership Entities is a party or by which any of them or any of their respective properties may be bound or (iii) violates or will violate any statute, Law or regulation or any order, judgment, decree or injunction of any court or governmental agency or body having jurisdiction over any of the Partnership Entities or any of their properties in a proceeding to which any of them or their property is a party, or any rule of regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE) except, in the case of clauses (ii) and (iii), where such breaches, violations, defaults or Liens would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect or materially impair the ability of the Partnership to consummate the transactions contemplated by the Transaction Documents.

Section 3.11                             Organizational Documents.  The Organizational Documents of each of the Partnership Entities have been, and in the case of the Amended Partnership Agreement, at the Closing will be, duly authorized and validly executed and delivered by the parties thereto and are, and in the case of the Amended Partnership Agreement, at the Closing will be, valid and legally binding agreements of such party, enforceable against such party in accordance with their respective terms; provided that, with respect to each Organizational Document described in this Section 3.11, the enforceability thereof may be limited by the Enforceability Exceptions.

Section 3.12                             No Integration.  Neither the Partnership nor any of its Affiliates, nor, to the Partnership’s Knowledge, any Representative of the foregoing has, directly or indirectly, made any offers or sales of any security of the Partnership or solicited any offers to buy any security of

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the Partnership, under circumstances that would adversely affect reliance by the Partnership on Section 4(a)(2) of the Securities Act for the exemption from the registration requirements imposed under Section 5 of the Securities Act for the transactions contemplated hereby or that would require such registration under the Securities Act.

Section 3.13                             No Consents.  No permit, consent, waiver, license, written exemption from, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body or any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE) having jurisdiction over any of the Partnership Entities or any of their properties or Assets or approval of the security holders of the Partnership Entities, is required in connection with the issuance or sale by the Partnership of the Purchased Units, the execution, delivery and performance of the Transaction Documents by the Partnership or the consummation of the transactions contemplated by the Transaction Documents by the Partnership, other than consents (a) required by the Commission in connection with the Partnership’s obligations under the Registration Rights Agreement, (b) required under state securities or “Blue Sky” Laws, (c) that have been, or prior to the Closing Date will be, obtained and (d) consents, the absence or omission of which would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.14                             No Defaults.  Neither MVP Joint Venture nor any of the Partnership Entities is in violation, breach or default under (or, with the giving of notice or lapse of time, would be in violation, breach or default), nor does a holder of any indebtedness (or a person acting on such holder’s behalf) of a Partnership Entity or MVP Joint Venture have the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under, (i) any provision of its Organizational Documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which any of the Partnership Entities or MVP Joint Venture is a party relating to the Assets or the operation thereof or (iii) any statute, Law, rule, regulation, judgment, order or decree of any court, governmental, regulatory or administrative authority, agency or body, arbitrator or other authority having jurisdiction over any of the Partnership Entities or MVP Joint Venture or any of their respective properties, as applicable, or any rule of regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of the NYSE), except, in the case of clauses (ii) and (iii), where such breaches, violations or defaults, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect or materially impair the ability of the Partnership to consummate the transactions contemplated by the Transaction Documents.

Section 3.15                             SEC Documents. Since January 1, 2018, all the Partnership’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act have been filed with the Commission on a timely basis. Since the filing date of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017, the SEC Documents, at the time filed (or in the case of registration statements, solely on the dates of effectiveness), except to the extent corrected by a subsequent SEC Document, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made in the case of any such documents other than a registration statement, not

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misleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be.

Section 3.16                             Financial Statements.

(a)                                 The historical financial statements and schedules of the Partnership (together with its consolidated or combined subsidiaries) included in or incorporated by reference in the SEC Documents present fairly the financial condition, results of operations and cash flows of the entities purported to be shown thereby on the basis stated therein as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements under the Securities Act and the Exchange Act and have been prepared in conformity with GAAP in the United States applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The other financial information of the Partnership Entities, including non-GAAP financial measures, if any, contained or incorporated by reference in the SEC Documents has been derived from the accounting records of the Partnership Entities and fairly presents in all material respects the information purported to be shown thereby. Nothing has come to the attention of the Partnership that has caused it to believe that the statistical and market-related data included in the SEC Documents is not based on or derived from sources that are reliable and accurate in all material respects as of the date of such information. There are no financial statements (historical or pro forma) that are required to be included in or incorporated by reference in the SEC Documents that are not so included as required; the Partnership Entities do not have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the SEC Documents; and all disclosures contained in the SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G and Item 10 of Regulation S-K under the Exchange Act, to the extent applicable.

(b)                                 Since the date of the most recent balance sheet of the Partnership audited by the Partnership’s auditor, (i) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects and (ii) based on an annual evaluation of disclosure controls and procedures, the Partnership is not aware of (A) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are likely to adversely affect its ability to record, process, summarize and report financial data or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Partnership.

Section 3.17                             Independent Registered Public Accounting Firm.  Ernst & Young LLP, which has audited and certified certain financial statements of the Partnership and its consolidated or combined subsidiaries (including the related notes thereto), included in or incorporated by reference in the SEC Documents is and was during the periods covered by such financial statements an independent registered public accounting firm with respect to the Partnership as required by the Exchange Act and the Public Company Accounting Oversight Board (United States). Ernst & Young LLP has not resigned or been dismissed as independent registered public accountants of the Partnership as a result of or in connection with any disagreement with the

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Partnership on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Section 3.18                             Litigation.  Except as described in the SEC Documents, no action, suit, claim, investigation, order, injunction, proceeding or inquiry by or before any court or governmental or other regulatory or administrative agency, authority or body or any arbitrator involving any of the Partnership Entities or their property is pending or, to the Knowledge of the Partnership, threatened or contemplated, that would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect or materially impair the ability of the Partnership to consummate the transactions contemplated by the Transaction Documents or is required to be described in the SEC Documents but is not described as required.

Section 3.19                             Required Disclosures and Descriptions.  There are no legal or governmental proceedings (including an audit or examination by any taxing authority) pending or, to the Knowledge of the Partnership, threatened, against any of the Partnership Entities, or to which any of the Partnership Entities is a party, or to which any of their respective Properties is subject, that are required to be described in the SEC Documents but are not described as required.

Section 3.20                             Title to Properties.  As of the date hereof, except as described in the SEC Documents or except to the extent that failure of the following to be true, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect:

(a)                                 the Partnership Entities have (A) good and indefeasible title to all real property (exclusive of rights-of-way, as hereinafter defined) owned by them and (B) good title to all personal property owned by them, in each of cases (A) and (B) as such properties are described in the SEC Documents, free and clear of all Liens, except as are created or arise under the Credit Agreement; and

(b)                                 all land, buildings and other improvements, and all equipment and other personal property, to be held under lease or sublease by any of the Partnership Entities, are held by them under valid and subsisting leases or subleases, as the case may be, with such exceptions as do not materially interfere with the use made or proposed to be made of such property, buildings or other improvements by the Partnership Entities, as such uses are described in the SEC Documents.

Section 3.21                             Rights of Way.  Each of the Partnership Entities has such consents, easements, rights-of-way or licenses from any person (collectively, “rights-of-way”) as are necessary to conduct its business in the manner described in the SEC Documents, subject to such qualifications as may be set forth in the SEC Documents, except for such rights-of-way the failure of which to obtain, would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect; and each of the Partnership Entities will have fulfilled and performed all of its obligations with respect to such rights-of-way and no event shall have occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not reasonably be likely to have a Material Adverse Effect.

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Section 3.22                             Possession of Governmental Licenses.  Each of the Partnership Entities possesses such permits, licenses, patents, certificates of need, approvals, waivers, exemptions, consents and other authorizations issued by the appropriate federal, state, local or foreign governments or regulatory agencies or bodies (collectively, “Governmental Licenses”) necessary to conduct its business in the manner described in the SEC Documents except for such Governmental Licenses, the failure of which to obtain would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect; the Partnership Entities are and will be in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so comply would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect; the Governmental Licenses are and will be valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect; and none of the Partnership Entities that is controlled by the Partnership has received, and to the Knowledge of the Partnership, no other Partnership Entity has received, any notice of proceedings relating to the revocation or modification of any Governmental Licenses that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be likely to have a Material Adverse Effect.

Section 3.23                             Tax Returns.  Each of the Partnership Entities has timely filed (taking into account any extensions of time within which to file) all foreign, federal, state and local Tax Returns that are required to be filed, which Tax Returns are complete and correct in all material respects, other than certain state and local tax returns as to which the failure to file would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, and has duly and timely paid all Taxes that are due and payable (whether or not shown to be due pursuant to such Tax Returns) other than (i) those currently being contested in good faith for which adequate reserves have been established or (ii) those which, if not paid or filed, would not reasonably be likely to have a Material Adverse Effect. There are no audits, examinations, investigations, actions, suits, claims or other proceedings pending or, to the Knowledge of the Partnership, threatened in writing with respect to Taxes or Tax Returns of the Partnership Entities, and no deficiencies with respect to Taxes have been asserted in writing against the Partnership Entities that could, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. None of the Partnership Entities has participated in any “listed transaction” as defined under Section 1.6011-4(b)(2) of the Treasury Regulations promulgated under the Code.

Section 3.24                             Labor and Employment Matters.  No labor disturbance by or dispute with employees of any of the Partnership Entities exists or, to the Knowledge of the Partnership, is contemplated or threatened, and to the Knowledge of the Partnership, there is no existing or imminent labor disturbance by, or dispute with, the employees of any of their principal suppliers, contractors or customers, except, in each case, as would not have, individually or in the aggregate, a Material Adverse Effect.

Section 3.25                             Insurance.  The Partnership Entities are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and any fidelity or surety bonds insuring the Partnership Entities or their respective businesses, Assets, employees, officers and directors are in full force and effect; and the Partnership Entities are in compliance

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with the terms of such policies and instruments in all material respects.  None of the Partnership Entities has reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a comparable cost.

Section 3.26                             Distribution Restrictions.  Other than any restrictions on distributions pursuant to the MVP Joint Venture LLC Agreement, no Partnership Entity is prohibited, or as a result of the transactions contemplated by this Agreement will be prohibited, directly or indirectly, from making any distribution with respect to its equity interests, from repaying any loans or advances to any other Partnership Entity or from transferring any of its property or assets to the Partnership or any other Partnership Entity, except as described in or contemplated by the SEC Documents.

Section 3.27                             Environmental Laws.  Except as described in the SEC Documents or except as would not, individually or in the aggregate, constitute a Material Adverse Effect:

(a)                                 none of the Partnership Entities or their properties, operations, or Assets is or has since January 1, 2016 been in violation of or non-compliance with any federal, state, local or foreign statute, Law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of the environment or natural resources, or to human health and safety (to the extent relating to exposure to Hazardous Materials) including, without limitation, those relating to the release or threatened release, manufacture, processing, distribution, use, treatment, storage, disposal, transportation or handling of, or exposure to, Hazardous Materials (collectively, “Environmental Laws”);

(b)                                 with respect to the ownership and operation of their properties and Assets and the conduct of their business, the Partnership Entities have obtained and maintained all permits, licenses, registrations, authorizations and approvals required or issued under applicable Environmental Laws (collectively, “Environmental Permits”) and are and since January 1, 2016 have been in compliance with the requirements thereof;

(c)                                  none of the Partnership Entities have received written notice of any actual or alleged violation of or liability under any Environmental Law, or are subject to any pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings under any Environmental Law against any of the Partnership Entities; and

(d)                                 the Partnership is not aware of any event or circumstance that has given rise to, or would form the basis of, an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, or any other liability against or affecting any of the Partnership Entities relating to Hazardous Materials or Environmental Laws.

In the ordinary course of their business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with

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Environmental Laws, or any Environmental Permits, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have concluded that such associated costs and liabilities would not, individually or in the aggregate, constitute a Material Adverse Effect, except as described in or contemplated in the SEC Documents.

Section 3.28                             Intellectual Property.  The Partnership Entities own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the operations of the Assets as now conducted or as proposed in the SEC Documents to be conducted except to the extent that the failure to own, possess, license or have other rights in such Intellectual Property would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.

Section 3.29                             Certain Relationships and Related Transactions.  No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, unitholders, stockholders, unitholders, Affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the SEC Documents and is not so described.

Section 3.30                             ERISA.  Except as described in the SEC Documents or except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, (i) the Partnership Entities are in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published governmental interpretations thereunder (“ERISA”) and other Laws pertaining to benefit plans; (ii) no “reportable event” (as defined in Section 4043(c) ERISA) has occurred with respect to any “pension plan” (as defined in Section 3(2) of ERISA) for which any of the Partnership Entities has any liability, excluding any reportable event for which a waiver would apply; (iii) no Partnership Entity has incurred, nor does any such entity expect to incur, liability under (a) Title IV of ERISA or (b) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published governmental interpretations thereunder (the “Code”) with respect to any “pension plan”; (iv) each “pension plan” for which any Partnership Entity has any liability that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue Service to the effect that it is so qualified and, to the knowledge of the Partnership Entities, nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of or adversely affect such qualification; (v) no Partnership Entities have incurred any unpaid liability to the Pension Benefit Guaranty Corporation; and (vi) there has not been and is not anticipated to be an increase in the aggregate amount of costs related to the benefits provided with respect to current or former employees of, or leased or seconded to, the Partnership Entities compared to such costs for the most recently completed fiscal year (including the cost of any post-retirement benefit obligations).

Section 3.31                             No Changes or Material Adverse Effect.  Since the date of the latest audited financial statements included in the SEC Documents, (a) none of the Partnership Entities has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action,

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investigation, order or decree, otherwise than as set forth or contemplated in the SEC Documents and other than as would not reasonably be likely to have a Material Adverse Effect or prevent or materially interfere with or delay the consummation of this Agreement and the transactions contemplated hereby. Subsequent to the respective dates as of which information is given in the SEC Documents, in each case excluding any amendments or supplements to the foregoing made after the execution of this Agreement, there has not been (i) any material adverse change, or any development involving, individually or in the aggregate, a prospective material adverse change, in or affecting the condition (financial or otherwise), management, earnings, business or properties of the Partnership Entities taken as a whole, whether or not arising from transactions in the ordinary course of business, except as described in the SEC Documents (exclusive of any supplement thereto) or (ii) any dividend or distribution of any kind declared, paid or made by any Partnership Entity, in each case, other than as described in the SEC Documents and (b) except as described in the SEC Documents, there has not been any Material Adverse Effect.

Section 3.32                             Xxxxxxxx-Xxxxx Act of 2002.  The Partnership and, to the Knowledge of the Partnership, the officers and directors of the General Partner, in their capacities as such, are in compliance in all respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission and NYSE promulgated thereunder.

Section 3.33                             Investment Company.  None of the Partnership Entities is now, and immediately following the sale of the Purchased Units to be sold by the Partnership hereunder and application of the net proceeds from such sale, none will be, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Section 3.34                             Internal Controls.  The Partnership maintains internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Partnership and its subsidiaries’ internal accounting controls are effective and none of the Partnership Entities is aware of any material weakness in its internal accounting controls.

Section 3.35                             Disclosure Controls and Procedures.  The Partnership has established and maintains “disclosure controls and procedures” (as is defined in Rule 13a-15(e) under the Exchange Act); and (i) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Partnership in the reports it files or will file or submit under the Exchange Act, as applicable, is accumulated and communicated to management of the General Partner, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure to be made and (ii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established to the extent required by Rule 13a-15 of the Exchange Act. Since the filing date of the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, there have been no significant changes in the Partnership’s internal control

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over financial reporting or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Section 3.36                             Market Stabilization.  None of the Partnership Entities has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale of the Purchased Units.

Section 3.37                             No Unlawful Payment.  Neither MVP Joint Venture nor any Partnership Entity nor, to the Knowledge of the Partnership, any director, officer, agent, employee or Affiliate of any Partnership Entity, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Partnership Entities and MVP Joint Venture, and to the Knowledge of the Partnership, the Affiliates of the Partnership have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption Laws.

Section 3.38                             Money Laundering Laws.  The operations of the Partnership Entities and MVP Joint Venture are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Partnership Entities and MVP Joint Venture conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving any Partnership Entity or MVP Joint Venture with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of the Partnership, threatened.

Section 3.39                             No Conflicts with Sanctions Laws.  Neither MVP Joint Venture nor any Partnership Entity nor, to the Knowledge of the Partnership, any director, officer, employee or Affiliate of any Partnership Entity, is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or

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other relevant sanctions authority (collectively, “Sanctions”), nor is any Partnership Entity or MVP Joint Venture located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine (each, a “Sanctioned Country”); and the Partnership Entities will not directly or indirectly use the proceeds of the sale of the Purchased Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, neither the Partnership Entities nor MVP Joint Venture have knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Section 3.40                             No Registration.  Assuming the accuracy of the representations and warranties of the applicable Purchaser contained in Section 4.06, the issuance and sale of the Purchased Units pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither the Partnership nor, to the Knowledge of the Partnership, any authorized Representative acting on its behalf has taken any action that would cause such exemption to be unavailable.

Section 3.41                             No Preemptive Rights; Registration Rights Priority.  Except as described in the Partnership Agreement or has been otherwise waived or satisfied, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities of the Partnership. Except for such rights that have been waived or as expressly set forth in the Registration Rights Agreement, neither the offering or sale of the Purchased Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Purchased Units or other securities of the Partnership.  Except as described in the Partnership Agreement, the Partnership has not granted registration rights to any Person other than the Purchasers that would provide such Person priority over the Purchasers’ rights with respect to any Piggyback Registration.

Section 3.42                             Form S-3 Eligibility.  The Partnership is eligible to register the Purchased Units and the Conversion Units for resale by the Purchasers under Form S-3 promulgated under the Securities Act.

Section 3.43                             Certain Fees.  There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Partnership or any of its Affiliates who is entitled to any fee or commission from the Partnership or any of its Affiliates in connection with the transactions contemplated hereby for which the Purchasers or any of their respective Affiliates would be liable.

Section 3.44                             NYSE Listing.  The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting. The issuance and sale of the Purchased Units and issuance of Common Units upon conversion of the Purchased Units do not contravene NYSE rules and regulations.

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Section 3.45                             MLP Status.  For the current taxable year and each taxable year during which the Partnership has been in existence, the Partnership is and has been properly treated as a partnership for United States federal income tax purposes and more than 90% of the Partnership’s gross income is and has been qualifying income under Section 7704(d) of the Code and the Treasury regulations promulgated thereunder. The Partnership expects that more than 90% of the gross income of the Partnership will be qualifying income under Section 7704(d) of the Code and the Treasury regulations promulgated thereunder following completion of the Acquisition.

Section 3.46                             Material Contracts. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect: (i) each Material Contract is valid and binding on the Partnership Entity that is a party thereto and, to the Knowledge of the Partnership, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, provided that, with respect to each such Material Contract, the enforceability thereof may be limited by the Enforceability Exceptions; (ii) the Partnership Entities and, to the Knowledge of the Partnership, each other party thereto, have performed and complied with all obligations required to be performed or complied with by them under each Material Contract; (iii) there is no default under any Material Contract by any Partnership Entity or, to the Knowledge of the Partnership, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by a Partnership Entity or, to the Knowledge of the Partnership, by any other party thereto; and (iv) none of the Partnership Entities has sent to any counterparty to a Material Contract or received from any counterparty to a Material Contract any communication (written or, to the Knowledge of the Partnership, oral) stating an intent to terminate a Material Contract, contest the validity or enforceability of a Material Contract (or any provision thereof), or modify or renegotiate the terms of a Material Agreement in manner materially adverse to the Partnership.

Section 3.47                             Eureka Purchase Agreement.  All of the representations and warranties made by the Partnership in the Eureka Purchase Agreement are true and correct (giving effect to materiality, Material Adverse Effect (as defined in the Eureka Purchase Agreement) and similar qualifiers in such representations and warranties) and, in the case of representations and warranties that address matters as of particular dates, shall have been true and correct as of such dates (giving effect to materiality, Material Adverse Effect (as defined in the Eureka Purchase Agreement) and similar qualifiers). To the Knowledge of the Partnership, all of the representations and warranties made by North Haven Infrastructure Partners II Buffalo Holdings, LLC, a Delaware limited liability company, in the Eureka Purchase Agreement as of the date of such agreement are true and correct.

Section 3.48                             No Purchaser Side Agreement.  Except as previously disclosed in writing to each Person who is a Purchaser as of the date hereof, there are no binding agreements by, among or between the Partnership Entities or any of their Affiliates, on the one hand, and any Purchaser or any of their Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Transaction Documents.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASERS

Each of the Purchasers, severally but not jointly, represents and warrants to the Partnership that:

Section 4.01                             Existence.  Such Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, with full power and authority to own, lease, use and operate its properties and to conduct its business as currently conducted.

Section 4.02                             Authority.  Such Purchaser has all requisite power and authority to enter into, deliver and perform its obligations under the Transaction Documents, including its obligation to purchase the Purchased Units set forth opposite such Purchaser’s name on Schedule 1 in accordance with and upon the terms and conditions set forth in this Agreement. All corporate, limited liability company or partnership action required to be taken by such Purchaser or any of its members or partners for the purchase of the Purchased Units set forth opposite such Purchaser’s name on Schedule 1 and the consummation of the transactions contemplated by the Transaction Documents has been validly taken. The Transaction Documents have been or will be duly executed and delivered by such Purchaser and constitute, or with respect to Transaction Documents to be executed following the date hereof, will constitute legal, valid and binding obligations of such Purchaser, enforceable in accordance with their terms, except as such enforceability may be limited by the Enforceability Exceptions.

Section 4.03                             No Conflicts.  The execution, delivery and performance of the Transaction Documents to which such Purchaser is a party by such Purchaser and the consummation by such Purchaser of the transactions contemplated thereby will not (i) conflict with, or constitute a violation of or require the consent of any Person under, any of the terms, conditions or provisions of the Organizational Documents of such Purchaser, (ii) conflict with, or constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which such Purchaser is a party or by which it or any of its properties may be bound, (iii) violate any statute, Law or regulation or any order, judgment, decree or injunction of any court or governmental agency or body directed to such Purchaser or any of its properties in a proceeding to which it is a party or by which any of its property is subject or (iv) result in the creation or imposition of any Lien upon any property of such Purchaser, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii), (iii) or (iv), could materially impair the ability of such Purchaser to perform its obligations under the Transaction Documents or consummate the transactions contemplated thereby.

Section 4.04                             Certain Fees.  There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of such Purchaser or any of its Affiliates who is entitled to any fee or commission from such Purchaser or any of its Affiliates in connection with the transactions contemplated hereby for which the Partnership or any of its Affiliates would be liable.

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Section 4.05                             Litigation.  There is no action, suit or proceeding before or by any federal or state court, commission, arbitrator or governmental or regulatory agency, body or official, domestic or foreign, now pending or, to the knowledge of such Purchaser, threatened, to which such Purchaser is or may be a party or to which the business or property of such Purchaser is or may be subject that is reasonably likely to (i) individually or in the aggregate have a material adverse effect on the business, prospects, financial condition or results of operations of such Purchaser, taken as a whole, (ii) prevent the consummation of the transactions contemplated by the Transaction Documents or (iii) in any manner draw into question the validity of the Transaction Documents.

Section 4.06                             Unregistered Securities.

(a)                                 Investment Intent.  Such Purchaser is acquiring the Purchased Units for its own account with the present intention of holding Purchased Units for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or state securities laws. Other than with respect to any transfers of Purchased Units as may be made to Affiliates of such Purchaser after the date hereof in accordance with Section 5.05, such Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to such Purchased Units.

(b)                                 Accredited Investor Status; Sophisticated Purchaser.  Such Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of an investment in such Purchased Units and the Conversion Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

(c)                                  Information. Such Purchaser and its Representatives have been furnished with all materials relating to the business, finances and operations of the Partnership Entities and materials relating to the offer and sale of the Purchased Units and the Conversion Units that such Purchaser has requested. Such Purchaser and its Representatives have been afforded the opportunity to ask questions of and speak with members of management of the Partnership and the General Partner. Neither such inquiries nor any other due diligence investigations conducted at any time by such Purchaser and its Representatives shall modify, amend or affect such Purchaser’s right (i) to rely on the Partnership’s representations and warranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Purchased Units.

(d)                                 Securities Not Registered.  Such Purchaser acknowledges that the Purchased Units and the Conversion Units are not currently registered under the Securities Act or any applicable state securities law and might not be registered in the future, and that such Purchased Units and, upon their conversion, the Conversion Units may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.

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(e)                                  Legends.  Such Purchaser understands that, until such time as the Purchased Units have been registered pursuant to the provisions of the Securities Act, or the Purchased Units are otherwise eligible for resale under the Securities Act (including pursuant to Rule 144 promulgated thereunder) without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Purchased Units will bear a restrictive legend. Such Purchaser understands that, until such time as the Conversion Units have been registered pursuant to the provisions of the Securities Act, or the Conversion Units are otherwise eligible for resale under the Securities Act (including pursuant to Rule 144 promulgated thereunder) without restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Units will bear a restrictive legend.

(f)                                   Reliance by the Partnership.  Such Purchaser understands that the Partnership is offering and selling the Purchased Units in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Partnership is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Purchased Units and the Conversion Units issuable upon conversion thereof.

(g)                                  Placement Agents’ Reliance.  Such Purchaser agrees that the Placement Agents may rely upon the representations and warranties made by such Purchaser to the Partnership in Sections 4.06(a), 4.06(b) and 4.06(c) of this Agreement. In addition, such Purchaser acknowledges that the (a) Placement Agents are acting solely as, severally and not jointly, placement agents in connection with the Purchased Units and each Placement Agent is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Purchaser, the Partnership or any other person or entity in connection with the Purchased Units, (b) Placement Agents have not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided any advice or recommendation in connection with the Purchased Units, and (c) Placement Agents will have no responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the Purchased Units or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) or any thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Partnership or Purchased Units.

Section 4.07                             Sufficient Funds.  Such Purchaser has available to it, including from undrawn commitments of limited partners of investment funds managed or controlled by such Purchaser or its Affiliates, as of the date hereof, and will have at the Closing, sufficient funds to enable such Purchaser to pay in full at the Closing the entire amount of the Purchase Price in immediately available funds in cash.

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ARTICLE V
 COVENANTS

Section 5.01                             Conduct of Business.

(a)                                 During the period commencing on the date of this Agreement and ending on the Closing Date, each of the Partnership Entities will, subject to Section 5.01(b), (i) use commercially reasonable efforts to (A) conduct its business in the ordinary course of business and (B) preserve intact its existence and business organization, Governmental Licenses, goodwill and present business relationships with all material customers, suppliers, licensors, distributors and others having significant business relationships with the Partnership Entities (or any of them), to the extent such relationships are and continue to be beneficial to the Partnership Entities and their business and (ii) shall not, without the prior written consent of the Lead Purchasers, make any special or non-recurring distributions.

(b)                                 During the period commencing on the date of this Agreement and ending on the Closing Date, none of the Partnership Entities will (i) modify, amend or waive in any material respect any provision of the Partnership Agreement in a manner that is materially adverse to the rights of the Purchasers, in their capacities as purchasers of the Purchased Units, or (ii) authorize, issue or reclassify any (A) equity securities of the Partnership ranking on parity with or senior to the Purchased Units or (B) debt securities of the Partnership convertible into any of the foregoing if, immediately after giving effect to the Closing (including the amendment and restatement of the Partnership Agreement), such action would require the consent of the holders of the Series A Preferred Units (as such term is defined in the Amended Partnership Agreement), in each case, without the prior written consent of the Lead Purchasers.

(c)                                  During the period commencing on the date of this Agreement and ending on the Closing Date, without the prior written consent of the Lead Purchasers (which shall not be unreasonably withheld, conditioned or delayed and which response, in any event, whether in the affirmative or negative, will be provided in writing within two Business Days of a consent request from the Partnership), the Partnership shall not make or agree to make any amendments, supplements, waivers or other modifications to any provision of the Eureka Purchase Agreement in a manner that would be adverse in any material respect to the Partnership or the Purchasers in their capacity as purchasers of the Purchased Units; provided that, if any Lead Purchaser fails to provide a response to such request within two Business Days, such Lead Purchaser shall be deemed to have consented to such amendment, supplement, waiver or other modification.

(d)                                 The Partnership shall provide the Lead Purchasers with reasonable updates regarding the status of the transactions contemplated by the Eureka Purchase Agreement, including with respect to (i) prompt notice of all material developments with respect thereto and (ii) to the extent not duplicative with preceding clause (i), true, correct and complete copies of any written notice given by or to the Partnership under the Eureka Purchase Agreement promptly following their receipt or delivery, as applicable.

Section 5.02                             Listing of Units.  Prior to the Closing, the Partnership will use its commercially reasonable efforts to obtain approval for listing, subject to notice of issuance, of the Conversion Units on the NYSE.

Section 5.03                             Cooperation; Further Assurances.  Each of the Partnership and each Purchaser shall use its respective commercially reasonable efforts to obtain all approvals and consents required by or necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Each of the Partnership and the Purchasers agree to execute

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and deliver all such documents or instruments, to take all appropriate action and to do all other things it determines to be necessary, proper or advisable under applicable Laws and regulations or as otherwise reasonably requested by the other to consummate the transactions contemplated by this Agreement; provided, however, that nothing in this Agreement will require any party hereto to hold separate or make any divestiture of any asset or otherwise agree to any restriction on its operations or other burdensome condition which would in any such case be material to its assets, liabilities or business in order to obtain any required consent or approval or other clearance.

Section 5.04                             Use of Proceeds.  The Partnership shall use the proceeds received from the transactions contemplated by this Agreement in order to fund a portion of the Acquisition, including payment of certain fees and expenses related to the Acquisition and for general partnership purposes.

Section 5.05                             Lock-Up Agreement.  Without the prior written consent of the Partnership, except as specifically provided in this Agreement, no Purchaser shall, (i) during the period commencing on the date that is 15 days prior to the Closing Date and ending 12 months after the Closing Date, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Purchased Units or, (ii) during the period commencing on the Closing Date and ending 24 months after the Closing Date, directly or indirectly engage in any short sales of equity securities of the Partnership or other derivative or hedging transactions with equity securities of the Partnership, that are designed to, or that might reasonably be expected to, result in the transfer to another Person, in whole or in part, of any of the economic consequences of ownership of the Purchased Units; provided, however, that a Purchaser may pledge all or any portion of its Purchased Units to any holders of obligations owed by such Purchaser, including to the trustee for, or Representative of, such holders; provided, further, that a Purchaser may transfer any of the Purchased Units purchased hereunder to (a) an Affiliate of such Purchaser (b) any other Purchaser or (c) any other Person reasonably acceptable to the Partnership solely to the extent necessary to address a Regulatory Concern with respect to such Purchaser or any of its Affiliates, provided that, in any case, any such transferee agrees to the restrictions set forth in this Section 5.05 and the Amended Partnership Agreement, and so long as such transfer complies with the Organizational Documents of the Partnership and applicable federal and state securities Laws. Notwithstanding anything to the contrary in this Section 5.05, each Purchaser shall be permitted to pledge all or any portion of its Purchased Units (including any Conversion Units into which the Purchased Units may convert) in connection with a Permitted Loan, and neither (A) the foreclosure of any such pledged Purchased Units or Conversion Units, as the case may be, nor (B) the transfer of Purchased Units or Conversion Units, as the case may be, by a pledgee or counterparty who has foreclosed or exercised remedies or rights on any such pledged or transferred Purchased Units or Conversion Units shall be considered a violation or breach of this Section 5.05.  The Purchaser shall provide written notice to the Partnership of any such pledge (and any foreclosure of such pledged Purchased Units or Conversion Units) promptly (and in any event) within three Business Days of making such pledge (or becoming aware of any such foreclosure).

Section 5.06                             Transfer Taxes.  The Partnership shall be responsible for any transfer Taxes or other similar Taxes required to be paid and shall comply with all laws imposing such Taxes and any applicable reporting requirements, in each case, in connection with the sale of the Purchased Units by the Partnership to the Purchasers.

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ARTICLE VI
INDEMNIFICATION, COSTS AND EXPENSES

Section 6.01                             Indemnification by the Partnership.  Subject to the limitations set forth in this Agreement, the Partnership agrees to indemnify each Purchaser and its Affiliates and Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, Taxes, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them, whether or not involving a third party claim, as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Partnership contained herein; provided, that any such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty (it being understood that (x) for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to the Partnership shall constitute the date upon which such claim has been made and (y) the aggregate liability of the Partnership (i) to each Purchaser pursuant to this Section 6.01 shall not exceed the amount of such Purchaser’s respective Funding Obligation and (ii) to all Purchasers pursuant to this Section 6.01 shall not exceed the Total Funding Obligation); provided, further, that no Purchaser Related Party shall be entitled to recover special, indirect, exemplary, incidental, lost profits, speculative or punitive damages.

Section 6.02                             Indemnification by the Purchasers.  Subject to the limitations set forth in this Agreement, each Purchaser agrees, severally and not jointly, to indemnify the Partnership, the General Partner and their respective Representatives (collectively, “Partnership Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them, whether or not involving a third party claim, as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein; provided, that such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty (it being understood that (x) for purposes of determining when an indemnification claim has been made, the date upon which a Partnership Related Party has given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made and (y) the liability of each such Purchaser shall not exceed the amount equal to the sum of such Purchaser’s respective Funding Obligation, plus any distributions paid to such Purchaser with respect to the Purchased Units and any Conversion Units); provided, further, that no Partnership

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Related Party shall be entitled to recover special, indirect, exemplary, incidental, speculative or punitive damages.

Section 6.03                             Indemnification Procedure.

(a)                                 Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) discovers facts giving rise to a claim for indemnification hereunder, including receipt by it of notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such action, suit or proceeding. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known and shall include a formal demand for indemnification under this Agreement. The Indemnifying Party shall have the right to defend and settle any such matter, at its own expense and by its own counsel (provided that such counsel is reasonably satisfactory to the Indemnified Party), as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such matter, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such matter and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party within 30 days of when the Indemnified Party has provided written notice of the claim for indemnification or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred.

(b)                                 Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, includes a complete release from liability of, and does not contain any admission of wrongdoing by, the Indemnified Party.

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(c)                                  Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any third party indemnity claim (but shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such third party indemnity claim) if the third party indemnity claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the third party indemnity claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Section 6.04                             Survival of Provisions.  All the provisions of this Agreement shall survive the Closing, notwithstanding any investigation at any time made by or on behalf of any party hereto; provided, that the representations and warranties set forth in Article III and Article IV shall terminate and expire on the date that is 60 days following the date on which the Partnership files with the Commission its Annual Report on Form 10-K for fiscal year 2019, except (a) the representations and warranties of the Partnership set forth in Section 3.01 (Formation and Qualification of the Partnership Entities), Section 3.02 (Power and Authority of the General Partner), Section 3.03 (Ownership of the General Partner Interest), Section 3.04 (Capitalization), Section 3.08 (Authority and Authorization), Section 3.09 (Authorization of this Agreement), Section 3.11 (Organizational Documents), Section 3.26 (Distribution Restrictions), Section 3.37 (No Unlawful Payment), Section 3.38 (Money Laundering Laws), Section 3.39 (No Conflicts with Sanctions Laws), Section 3.42 (Form S-3 Eligibility), Section 3.43 (Certain Fees), Section 3.44 (NYSE Listing) and Section 3.45 (MLP Status) (collectively, the “Fundamental Representations”) shall survive indefinitely and (b) the representations and warranties of each Purchaser set forth in Section 4.01 (Existence), Section 4.02 (Authority) and Section 4.04 (Certain Fees) shall survive indefinitely. After a representation and warranty has terminated and expired, no indemnification shall or may be sought pursuant to this Article VI on the basis of that representation and warranty by any Person who would have been entitled pursuant to this Article VI to indemnification on the basis of that representation and warranty prior to its termination and expiration; provided, that in the case of each representation and warranty that shall terminate and expire as provided in this Section 6.04, no claim presented in writing for indemnification pursuant to this Article VI on the basis of that representation and warranty prior to its termination and expiration shall be affected in any way by that termination and expiration. The covenants or agreements entered into pursuant to this Agreement to be performed after the Closing shall survive the Closing and shall remain in full force and effect until such covenant or agreement is fully performed in accordance with the terms of this Agreement.

ARTICLE VII
 TERMINATION

Section 7.01                             Termination.  This Agreement may be terminated at any time prior to the Closing:

(a)                                 by mutual written consent of the Partnership and a Purchaser, with respect to itself but not any other Purchaser;

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(b)                                 by either the Partnership or a Purchaser, with respect to itself but not any other Purchaser, if (i) any Governmental Authority with lawful jurisdiction shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated by the Transaction Documents and such order, decree, ruling or other action is or shall have become final and nonappealable or (ii) the Eureka Purchase Agreement is terminated for any reason;

(c)                                  by the Partnership, with respect to a Purchaser, if (i) there shall have been a breach of any representation or warranty of such Purchaser set forth in this Agreement or in any other Transaction Document, or if any such representation or warranty of such Purchaser shall have become untrue, in either case such that the conditions set forth in Section 2.05 would be incapable of being satisfied by the Closing Date or (ii) there shall have been a breach in any material respect by such Purchaser of any of its covenants or agreements hereunder, and with respect to clause (i) or (ii) such Purchaser shall have not cured such breach or inaccuracy within 30 days after receipt of written notice thereof from the Partnership; provided, however, that the Partnership is not then in breach of any of its obligations hereunder;

(d)                                 by a Purchaser, with respect to itself but not any other Purchaser, if (i) there shall have been a breach of any representation or warranty of the Partnership set forth in this Agreement or in any other Transaction Document, or if any such representation or warranty of the Partnership shall have become untrue, in either case such that the conditions set forth in Section 2.04 would be incapable of being satisfied by the Closing Date or (ii) there shall have been a breach in any material respect by the Partnership of any of its covenants or agreements hereunder, and with respect to clause (i) or (ii) the Partnership shall have not cured such breach or inaccuracy within 30 days after receipt of written notice thereof from the Purchaser; provided, however, that the Purchaser is not then in breach of any of its obligations hereunder; or

(e)                                  by either the Partnership or a Purchaser, with respect to itself but not any other Purchaser, if the Closing shall not have occurred by the earlier to occur of (i) the Outside Date (as defined in the Eureka Purchase Agreement), as may be extended in accordance with the terms of Section 9.01(e) of the Eureka Purchase Agreement; provided, however, that the Partnership shall provide prompt written notice to the Purchasers of any such extension of the Outside Date and (ii) August 15, 2019.

Section 7.02                             Certain Effects of Termination.  In the event that this Agreement is terminated pursuant to Section 7.01:

(a)                                 except as set forth in Section 7.02(b), this Agreement shall become null and void and have no further force or effect, but the parties shall not be released from any liability arising from or in connection with any breach hereof occurring prior to such termination; and

(b)                                 regardless of any purported termination of this Agreement, the provisions of Article VI and all indemnification rights and obligations of the Partnership and the Purchasers thereunder, this Section 7.02 and the provisions of Article VIII shall remain operative and in full force and effect as between the Partnership and the Purchasers, unless the Partnership and the Purchasers execute a writing that expressly (with specific references to the applicable Articles, Sections or

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subsections of this Agreement) terminates such rights and obligations as between the Partnership and the Purchasers.

ARTICLE VIII
 MISCELLANEOUS

Section 8.01                             Expenses.  At the Closing, the Partnership shall (i) pay to each Lead Purchaser out of the proceeds received from the consummation of the transactions contemplated by this Agreement a structuring fee equal to 0.5% of such Lead Purchaser’s respective Funding Obligation set forth on Schedule 1 (the “Structuring Fee”) and (ii) pay to each Purchaser (including, for the avoidance of doubt, each Lead Purchaser) out of the proceeds received from the consummation of the transactions contemplated by this Agreement a transaction fee equal to 1.5% of such Purchaser’s respective Funding Obligation set forth on Schedule 1 (the “Transaction Fee”). Each of the Structuring Fee and the Transaction Fee will be made by netting the amount of such Structuring Fee or Transaction Fee, as applicable, from the Funding Obligation of each respective Purchaser at the Closing. For United States federal income tax purposes, payment of each of the Structuring Fee and the Transaction Fee is, and will be treated by the parties as, an adjustment to the respective Funding Obligation paid by the Purchasers for the Purchased Units. In addition, the Partnership will pay the reasonable out-of-pocket fees and expenses of the primary outside lead legal counsel and one regulatory counsel incurred by the Purchasers collectively in connection with the transactions contemplated hereby; provided, however, that the Partnership’s obligations pursuant to this sentence shall not exceed $300,000; provided, further, that the expense reimbursement described in this sentence shall not apply if a Purchaser has breached, failed to perform or violated in any material respect any representation, warranty or covenant in this Agreement and this Agreement is terminated prior to Closing pursuant to Section 7.01(c).  Each party will otherwise be responsible for its own out-of-pocket fees and expenses incurred in connection with the transactions contemplated hereby.

Section 8.02                             Interpretation.  Article, Section and Exhibit references herein refer to articles and sections of, or exhibits to, this Agreement, unless otherwise specified. All Exhibits to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any party has an obligation under the Transaction Documents, the expense of complying with that obligation shall be an expense of the Purchasers unless otherwise specified. Any reference in this Agreement to $ shall mean U.S. dollars. If any provision in the Transaction Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be fully severable and the applicable Transaction Documents shall be construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had never comprised a part thereof, and the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the original intent of the parties as closely as possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to the Transaction Documents, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. Words

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such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision of this Agreement in which such words appear, unless the context otherwise requires. Article and Section headings in this Agreement are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. This Agreement has been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

Section 8.03                             No Waiver; Modifications in Writing.

(a)                                 Delay. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at Law or in equity or otherwise.

(b)                                 Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of this Agreement shall be effective unless signed by the Partnership and each of the Lead Purchasers; provided, that no amendment or other modification of any Purchaser’s Funding Obligation shall be effective unless consented to in writing by such Purchaser. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Partnership or a Purchaser from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which such amendment, supplement, modification, waiver or consent has been made or given.

(c)                                  Additional Purchasers.  Notwithstanding the foregoing in this Section 8.03, subject to the terms and conditions of this Agreement, at the Closing, the Partnership may, with prior written consent of each of the Lead Purchasers, issue and sell additional Series A Preferred Units to additional purchasers that execute a Joinder to this Agreement in the form attached hereto as Exhibit E (the “Additional Purchasers”), and Schedule 1 shall be deemed to have been amended to reflect the Additional Purchasers and the corresponding number of Purchased Units to be purchased by such Additional Purchaser.

Section 8.04                             Binding Effect; Assignment.

(a)                                 Binding Effect. This Agreement shall be binding upon the Partnership, each of the Purchasers and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns. Prior to the Closing, any Purchaser may transfer its rights to purchase Purchased Units to an Affiliate of such Purchaser; provided, that any assignment made pursuant to this Section 8.04 shall consist of the right and related obligations to purchase Purchased Units in an amount not less than $50 million (based on the Purchase Price) and (b) any assignee of the Purchaser’s rights pursuant to this Section 8.04 must execute and deliver to the Partnership at the Closing a Joinder Agreement in the form attached hereto as Exhibit E. If, and only if, such assignee consummates the purchase at the Closing, then concurrently with the Closing, the assignor shall be released in full from its obligations under this Agreement with respect to the assigned portion of the Purchased

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Units and the assignee shall be considered a Purchaser hereunder with respect to such portion of the Purchased Units. Prior to and until the Closing occurs, the assignor shall remain fully responsible for its obligations under the Agreement, notwithstanding any execution of a Joinder Agreement by the assignee. In the event of any such assignment, Schedule 1 shall be amended to reflect the assignee as an additional or alternate Purchaser and the corresponding number of Purchased Units to be purchased by such assignee.  Without the written consent of the Partnership, no portion of the rights and obligations of the Purchaser under this Agreement may be assigned or transferred by the Purchaser or any transferee of Purchased Units to a Person that is not an Affiliate of the Purchaser.

(b)                                 Assignment. No portion of the rights and obligations of the Partnership under this Agreement may be transferred or assigned (including by merger or operation of law) without the prior written consent of the Lead Purchasers.

Section 8.05                             Confidentiality.

(a)                                 Except as permitted by this Section 8.05, each Purchaser shall, and shall direct its Affiliates and its Representatives (each, a “Restricted Person”) to, for a period of two years after the Closing, or if the Closing does not occur, for a period of two years after the date hereof, maintain the confidentiality of, and not disclose, trade or otherwise divulge any Confidential Information provided to or known by such Restricted Person.

(b)                                 If any Restricted Person is requested or required to disclose any Confidential Information under applicable Law, regulation (including stock exchange regulations) or by an order, decree or rule of any Governmental Authority, the disclosing Restricted Person shall give prompt advance written notice to the Partnership before the time of disclosure to allow the Partnership an opportunity to seek a protective order or other appropriate remedy (in each case, at the Partnership’s cost), or provide a limited waiver of compliance with the prohibition against unauthorized disclosure, and otherwise shall disclose only that limited portion of the Confidential Information as is required by such applicable Law, regulation, order, decree or rule; provided, however, that such disclosing Restricted Person shall reasonably cooperate with the Partnership (at the Partnership’s cost) in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information. Notwithstanding the foregoing or anything to the contrary in this Section 8.05, the Confidential Information may be disclosed, without notice, to the extent such Restricted Person is requested or required to disclose Confidential Information to the applicable regulatory authorities or self-regulatory organizations having supervisory jurisdiction over such Restricted Person during the course of any routine regulatory audit or examination.

(c)                                  If the Closing does not occur for any reason, then (i) for a period of two years after the date hereof, each Restricted Person agrees that all Confidential Information will remain confidential and such Restricted Person and any Person to whom such Restricted Person has disclosed Confidential Information will not use the Confidential Information except as permitted by this Agreement and (ii) each Restricted Person shall promptly return to the Partnership or destroy all Confidential Information and related materials and information, including any notes, summaries, compilations, analyses or other material derived from the inspection or evaluation of such material and information; provided, that such Restricted Person (a) may retain such copies as

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required by applicable Law, regulation and promulgated professional standards, which copies shall remain subject to clause (i), and (b) will not be required to destroy electronic versions of the Confidential Information which have been created pursuant to automatic archiving or back-up procedures to the extent such destruction is not reasonably practical.

(d)                                 Other than any Form 8-K to be filed in connection with the transactions contemplated by this Agreement, the Partnership Entities and any of their respective Representatives shall disclose the identity of, or any other information concerning, any Purchaser or any of its Affiliates only after providing such Purchaser a reasonable opportunity to review and comment on such disclosure; provided, however, that nothing in this Section 8.05(d) shall delay any required filing or other disclosure with the NYSE or any Governmental Authority or otherwise hinder the Partnership Entities’ or their Representatives’ ability to timely comply with all Laws or rules and regulations of the NYSE or other Governmental Authority.

(e)                                  Notwithstanding the foregoing, each Purchaser may disclose Confidential Information to its and its Affiliates’ Representatives, Affiliates, funding sources, limited partners, investors, and potential limited partners or investors of such Purchaser and its Affiliates who are subject to customary confidentiality obligations to Purchaser or its Affiliates.

(f)                                   Notwithstanding anything to the contrary in this Agreement, none of the provisions of this Section 8.05 shall apply to, or in any way limit the activities of, any direct or indirect portfolio company of any Restricted Person so long as such portfolio company has not received any Confidential Information. For the avoidance of doubt, no portfolio company shall be deemed to have received Confidential Information solely because an employee of a Restricted Person also serves as a director, officer, or functions in a similar oversight role at, such portfolio company (any such employee, a “Dual-Role Individual”) so long as such Dual-Role Individual does not disclose Confidential Information to such portfolio company, including directors, officers or employees of such portfolio company (other than to compliance personnel of such portfolio company solely for compliance purposes).

Section 8.06                             Communications.  All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery, via facsimile or email, or personal delivery to the following addresses:

(a)                                 if to the Purchasers, to the addresses set forth on Schedule 1.

with a copy, which shall not constitute notice, to:

Xxxxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention:                 Xxxx X. Xxxxx, P.C.
                                                                        Xxxxxx X. Xxxx
Email:                                    xxxx.xxxxx@xxxxxxxx.xxx
                                                                        xxxxxx.xxxx@xxxxxxxx.xxx

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(b)                                 if to the Partnership:

EQM Midstream Partners, LP
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention:                 Xxxx Xxxxxx
                                                                        Xxxxxx Xxxxxxxx
Email:                                    xxxxxxx@xxxxxxxxxxxxxxxxxx.xxx
                                                                        xxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx

with a copy, which shall not constitute notice, to:

Xxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention:                 Xxxx X. Xxxxxxxx
                                                                        Xxxx X. Xxxxx
Email:                                    xxxx.xxxxxxxx@xx.xxx
                                                                        xxxx.xxxxx@xx.xxx

or to such other address as the Partnership or the Purchasers may designate to each other in writing from time to time. All notices and communications shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered, (ii) upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed, (iii) upon actual receipt of the facsimile copy or email, if sent via facsimile or email and (iv) upon actual receipt when delivered to an air courier guaranteeing overnight delivery. The Partnership shall promptly notify all Purchasers in writing upon (A) the granting of any consent or waiver, or the execution and delivery of any amendment, modification or termination of any provision of this Agreement, by the Lead Purchasers pursuant to any provision hereof or (B) the termination of this Agreement by any Purchaser with respect to such Purchaser pursuant to Article VII.

Section 8.07                             Removal of Legend.  In connection with a sale of the Purchased Units or Conversion Units by a Purchaser in reliance on Rule 144 promulgated under the Securities Act, the applicable Purchaser or its broker shall deliver to the Partnership and its transfer agent a broker representation letter providing to the Partnership and its transfer agent any information the Partnership deems necessary to determine that such sale is made in compliance with Rule 144, including, as may be appropriate, a certification that the applicable Purchaser is not an Affiliate of the Partnership and regarding the length of time the Purchased Units or Conversion Units have been held. Upon receipt of such representation letter, the Partnership shall promptly direct its transfer agent to remove the legend referred to in Section 4.06(e) from the appropriate book-entry accounts maintained by the transfer agent, and the Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the transfer agent to be rendered in connection with the removal of such legend). After a Purchaser or its permitted assigns have held the Purchased Units or Conversion Units for such time as non-Affiliates are permitted to sell without the requirement for the Partnership to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such Purchased Units or Conversion Units and without volume or manner of sale restrictions

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under Rule 144, if the book-entry accounts for such Purchased Units or Conversion Units still bear the restrictive legend referred to in Section 4.06(e), the Partnership agrees, upon request of such Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 4.06(e) therefrom, and the Partnership shall bear all costs associated therewith (including paying the reasonable customary cost of any legal opinion required by the transfer agent to be rendered in connection with the removal of such legend), regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assigns provide to the Partnership any information the Partnership deems necessary to determine that the legend is no longer required under the Rules and Regulations or applicable state laws, including a certification that the holder is not an Affiliate of the Partnership (and a covenant to inform the Partnership if it should thereafter become an Affiliate and to consent to the placing of an appropriate restrictive legend on the applicable Purchased Units in such case) and regarding the length of time the Purchased Units or Conversion Units have been held. The Partnership shall cooperate with the Purchasers to effect the removal of the legend referred to in Section 4.06(e) at any time such legend is no longer appropriate.

Section 8.08                             DTC Eligibility.  The Partnership will cooperate with the Purchasers and use its commercially reasonable efforts to permit the Purchased Units to be eligible for clearance and settlement through the facilities of DTC by the earlier of the second anniversary of Closing Date or the time by which the Purchased Units have been registered under the Securities Act.

Section 8.09                             Entire Agreement; Disclaimer of Reliance.  This Agreement, the other Transaction Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto, in respect of the subject matter contained herein and therein. There are no, and neither the Partnership nor any Purchaser has relied upon, restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the other Transaction Documents with respect to the rights and obligations of the Partnership, the Purchasers or any of their respective Affiliates hereunder or thereunder, and each of the Partnership and the Purchasers expressly disclaims that it is owed any duties or is entitled to any remedies not expressly set forth in this Agreement or the Amended Partnership Agreement. This Agreement, the Transaction Documents and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 8.10                             Governing Law; Submission to Jurisdiction.  This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, termination, performance or nonperformance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws that might otherwise require the application of the laws of any other jurisdiction. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any

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objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 8.11                             Waiver of Jury Trial.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY MATTER ARISING OUT OF THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Section 8.12                             Exclusive Remedy.  The sole and exclusive remedy for any and all claims arising under, out of, or related to this Agreement or the transactions contemplated hereby, shall be the rights of indemnification set forth in Article VI only, and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the parties hereto to the fullest extent permitted by Law. Notwithstanding anything in the foregoing to the contrary, nothing in this Agreement shall limit or otherwise restrict a fraud claim brought by either party hereto.

Section 8.13                             No Recourse Against Others.

(a)                                 All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and are expressly limited to) the Partnership and the Purchasers. No Person other than the Partnership or the Purchasers, including no member, partner, stockholder, unitholder, Affiliate or Representative thereof, nor any member, partner, stockholder, unitholder, Affiliate or Representative of any of the foregoing, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by Law, each of the Partnership and each Purchaser hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such third Person.

(b)                                 Without limiting the foregoing, to the maximum extent permitted by Law, (i) the Partnership and each Purchaser hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of the other or otherwise impose liability of the other on any third Person, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (ii) the Partnership and each Purchaser disclaims any reliance upon any third Person with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

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Section 8.14                             No Third-Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Partnership, the Purchasers, for purposes of Article VI only, the Purchaser Related Parties and the Partnership Related Parties, and, for purposes of Section 8.10 only, any member, partner, stockholder, unitholder, Affiliate or Representative of the Partnership or the Purchasers, or any member, partner, stockholder, unitholder, Affiliate or Representative of any of the foregoing, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary set forth herein, the Purchasers may without the consent of any other party xxxxx xxxxxx of attorney, operative only upon an event of default of the Partnership in respect of its obligation under Article II to deliver the Purchased Units to the relevant Purchaser upon payment of the relevant Purchase Price in accordance with the terms of this Agreement, to any lenders, administrative agent or collateral agent under any Permitted Loan, in each case to act on behalf of the Purchaser to enforce such obligation.

Section 8.15                             Certain Adjustments.  Notwithstanding anything to the contrary in this Agreement, upon the occurrence of any transaction described in clauses (1) through (8) of Section 5.11(b)(v)(E) of the Amended Partnership Agreement that occurs following the date of this Agreement and prior to the Closing Date, the Purchase Price shall be proportionately adjusted in accordance with the terms of Section 5.11(b)(v)(E) of the Amended Partnership Agreement to account for any such transaction.

Section 8.16                             Execution in Counterparts.  This Agreement may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

[Signature Pages Follow.]

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IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

Signature Page to Convertible Preferred Unit Purchase Agreement

Signature Page to Convertible Preferred Unit Purchase Agreement

Signature Page to Convertible Preferred Unit Purchase Agreement

Signature Page to Convertible Preferred Unit Purchase Agreement

Signature Page to Convertible Preferred Unit Purchase Agreement

Signature Page to Convertible Preferred Unit Purchase Agreement

Exhibit A

Form of Fourth Amended and Restated Agreement of Limited Partnership

[See Attached.]

FOURTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

EQM MIDSTREAM PARTNERS, LP

A Delaware Limited Partnership

Dated as of

[·], 2019

TABLE OF CONTENTS

i

ii

iii

iv

FOURTH AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF EQM MIDSTREAM PARTNERS, LP

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQM MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), dated as of [·], 2019, is entered into by and among EQGP Services, LLC, a Delaware limited liability company (the “General Partner”), Equitrans Gathering Holdings, LLC, a Delaware limited liability company and a Limited Partner of the Partnership (“EGH”), EQM GP Corporation, a Delaware corporation and a Limited Partner of the Partnership (“EQM GP Corp”), and Equitrans Midstream Holdings, LLC, a Delaware limited liability company and a Limited Partner of the Partnership (“EMH”), together with any other Persons (as defined below) who are or who become Partners in the Partnership or parties hereto as provided herein.

WHEREAS, that certain First Amended and Restated Agreement of Limited Partnership of the Partnership, dated July 2, 2012 (the “First Restated Partnership Agreement”), was adopted in connection with the Initial Public Offering (as defined below) and was subsequently amended (as so amended, the “Amended First Restated Partnership Agreement”);

WHEREAS, the Amended First Restated Partnership Agreement was amended and restated on October 12, 2018 (as amended and restated, the “Second Restated Partnership Agreement”) to reflect, among other things, the change of the Partnership’s name from EQT Midstream Partners, LP to EQM Midstream Partners, LP;

WHEREAS, the Partnership and the General Partner entered into an Agreement and Plan of Merger, dated as of February 13, 2019 (the “IDR Merger Agreement”), with Equitrans Midstream Corporation, a Pennsylvania corporation (“ETRN”), EGH, EMH, EQM GP Corp, Equitrans Merger Sub, LP, a Delaware limited partnership (“Merger Sub”), Equitrans Transaction Sub GP, LLC, a Delaware limited liability company, EQGP Holdings, LP, a Delaware limited partnership (“EQGP”), and EQM Midstream Services, LLC, a Delaware limited liability company and the former general partner of the Partnership (the “Former General Partner”), pursuant to which, among other things, the parties thereto agreed to the exchange and cancellation of the outstanding Incentive Distribution Rights (as defined below) and the restructuring of the General Partner Interest (as defined in the Second Restated Partnership Agreement) pursuant to a series of transactions, including the merger of Merger Sub with and into EQGP, resulting in, among other things, the cancellation of (a) the Incentive Distribution Rights, (b) the economic portion of the General Partner Interest and (c) the issued and outstanding common units representing limited partner interests in EQGP (the “EQGP Common Units”) and, as consideration for such cancellation, the receipt by certain Affiliates (as defined below) of ETRN of Common Units (as defined below) and Class B Units (as defined below) and the retention of a non-economic general partner interest in the Partnership, all on the terms and subject to the conditions set forth in the IDR Merger Agreement and the Third Restated Partnership Agreement (as defined below) (the “Simplification Transaction”);

WHEREAS, pursuant to the IDR Merger Agreement, the Second Restated Partnership Agreement was amended by that certain First Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of February 22, 2019 (the “First Amendment,” and the Second Restated Partnership Agreement, as amended by the First Amendment, the “Amended

1

Second Restated Partnership Agreement”), pursuant to which the Incentive Distribution Rights and the economic portion of the General Partner Interest (as defined in the Second Restated Partnership Agreement) were cancelled in exchange for the issuance by the Partnership to the Former General Partner of the Exchange Consideration (as defined below);

WHEREAS, the Amended Second Restated Partnership Agreement was amended and restated on February 22, 2019, effective as of the Effective Time (as defined in the IDR Merger Agreement) (as amended and restated, the “Third Restated Partnership Agreement”) to reflect, among other things, the Simplification Transaction;

WHEREAS, the General Partner desires to amend and restate the Third Restated Partnership Agreement in its entirety to provide for a new class of convertible preferred securities and to provide for such other changes as the General Partner has determined are necessary and appropriate in connection with the issuance of such securities;

WHEREAS, Section 13.1(g) and Section 13.1(m) of the Third Restated Partnership Agreement provide that the General Partner, without the approval of any Limited Partners (as defined below), may amend any provision of the Third Restated Partnership Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect (a) an amendment that the General Partner determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of Partnership Interests pursuant to the General Partner’s right under Section 5.6 of the Third Restated Partnership Agreement to cause the Partnership to issue additional Partnership Interests for any partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners and (b) any other amendments substantially similar to the foregoing; and

WHEREAS, the General Partner determined that the changes to the Third Restated Partnership Agreement to be effected by this Agreement (a) are necessary and appropriate in connection with the authorization and issuance of the Series A Preferred Units and/or (b) are amendments substantially similar to the foregoing.

NOW, THEREFORE, the General Partner does hereby amend and restate the Third Restated Partnership Agreement, pursuant to its authority under Section 13.1(g) and Section 13.1(m) of the Third Restated Partnership Agreement, to provide, in its entirety, as follows:

ARTICLE I
 DEFINITIONS

Section 1.1                                    Definitions.  The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Adjusted Capital Account” means the Capital Account maintained for each Partner as of the end of each taxable period of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such

2

taxable period, are reasonably expected to be allocated to such Partner in subsequent taxable periods under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such taxable period, are reasonably expected to be made to such Partner in subsequent taxable periods in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during (or prior to) the taxable period in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)).  The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.  The “Adjusted Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Adjusted Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“Adjusted Property” means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question.  As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.  Notwithstanding anything to the contrary provided herein, for purposes of this Agreement, no Series A Preferred Unitholder shall be considered an Affiliate of the Partnership, and no Series A Preferred Unitholder or any of its Affiliates shall be considered Affiliates of any other Series A Preferred Unitholder or any of such other Series A Preferred Unitholder’s Affiliates, in either case, solely by virtue of such Series A Preferred Unitholder’s ownership of the Series A Preferred Units. Notwithstanding anything in this definition to the contrary, for purposes of this Agreement, (a) the Partnership Group, on the one hand, and any Series A Preferred Unitholder, on the other hand, shall not be considered Affiliates and (b) any fund or account managed, advised or subadvised, directly or indirectly, by a Series A Preferred Unitholder or its Affiliates, shall be considered an Affiliate of such Series A Preferred Unitholder.

“Agreed Allocation” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

“Agreed Value” of any Contributed Property means the fair market value of such property or other consideration at the time of contribution and in the case of an Adjusted Property, the fair market value of such Adjusted Property on the date of the Revaluation Event as described in Section 5.5(d), in both cases as determined by the General Partner.  The General Partner shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to the fair market value of each Contributed Property.

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“Agreement” means this Fourth Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, as it may be amended, supplemented or restated from time to time.

“Amended First Restated Partnership Agreement” has the meaning given such term in the recitals.

“Amended Second Restated Partnership Agreement” has the meaning given such term in the recitals.

“Associate” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer, manager, member, general partner or managing member or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest, (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

“Available Cash” means, with respect to any Quarter ending prior to the Liquidation Date:

(a)                                 the sum of:

(i)                                     all cash and cash equivalents of the Partnership Group (or the Partnership’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand at the end of such Quarter; and

(ii)                                  if the General Partner so determines, all or any portion of additional cash and cash equivalents of the Partnership Group (or the Partnership’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter; less

(b)                                 the amount of any cash reserves established by the General Partner (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) to:

(i)                                     provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures, for anticipated future debt service requirements of the Partnership Group, for the payment of Series A Quarterly Distributions and for refunds of collected rates reasonably likely to be refunded as a result of a settlement or hearing relating to FERC rate proceedings) subsequent to such Quarter;

(ii)                                  comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject; or

(iii)                               provide funds for distributions under Section 6.3 in respect of any one or more of the next four Quarters;

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provided, however, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the General Partner so determines.

Notwithstanding the foregoing, “Available Cash” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.

“BBA” means the Bipartisan Budget Act of 2015.

“Board of Directors” means, with respect to the General Partner, its board of directors or board of managers, if the General Partner is a corporation or limited liability company, or the board of directors or board of managers of the general partner of the General Partner, if the General Partner is a limited partnership, as applicable.

“Book-Tax Disparity” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date.  A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the Commonwealth of Pennsylvania shall not be regarded as a Business Day.

“Capital Account” means the capital account maintained for a Partner pursuant to Section 5.5.  The “Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“Capital Contribution” means (a) any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership or that is contributed or deemed contributed to the Partnership on behalf of a Partner (including, in the case of an underwritten offering of Units, the amount of any underwriting discounts or commissions) or (b) current distributions that a Partner is entitled to receive but otherwise waives.

“Capital Stock” means: (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership interests (whether general or limited), limited liability company interests or membership interests; and (d) any other equity interest or participation in an entity that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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“Carrying Value” means (a) with respect to a Contributed Property or Adjusted Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners’ Capital Accounts in respect of such property and (b) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination; provided that the Carrying Value of any property shall be adjusted from time to time in accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

“Cause” means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable to the Partnership or any Limited Partner for actual fraud or willful misconduct in its capacity as a general partner of the Partnership.

“Certificate” means a certificate in such form (including global form if permitted by applicable rules and regulations) as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more classes of Partnership Interests.  The form of certificate approved as of the date of this Agreement by the General Partner for Common Units is attached as Exhibit A to this Agreement.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as amended on October 12, 2018 and February 22, 2019, as such Certificate of Limited Partnership may be further amended, supplemented or restated from time to time.

“Change of Control” means any transaction or series of related transactions pursuant to which a Person or Group would acquire (a) all of the Partnership’s Outstanding Limited Partner Interests, (b) all or substantially all of the assets of the Partnership and its Subsidiaries for cash or (c) a majority of the Outstanding Limited Partner Interests of the Partnership pursuant to a non-consensual tender offer or exchange offer and, following such acquisition, such Person or Group removes the General Partner and replaces it with another Person that is not ETRN or an Affiliate of ETRN, in the case of (a) or (b), whether by way of merger, consolidation or otherwise.

“claim” (as used in Section 7.12(g)) has the meaning given such term in Section 7.12(g).

“Class B Conversion Date” means the Class B-1 Conversion Date, the Class B-2 Conversion Date or the Class B-3 Conversion Date, as applicable.

“Class B-1 Conversion Date” means April 1, 2021.

“Class B-2 Conversion Date” means April 1, 2022.

“Class B-3 Conversion Date” means April 1, 2023.

“Class B Units” means, individually or in the aggregate as the context may require, the Class B-1 Units, Class B-2 Units and Class B-3 Units.  A Class B Unit that is convertible into a Common Unit shall not constitute a Common Unit until such conversion occurs.  For the avoidance of doubt, except as otherwise set forth herein, the Class B Units shall constitute one class and the

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Class B-1 Units, Class B-2 Units and Class B-3 Units shall not constitute separate classes but shall be considered sub-classes of Class B Units.

“Class B-1 Unit” means a Limited Partner Interest having the rights and obligations specified with respect to Class B-1 Units in this Agreement.

“Class B-2 Unit” means a Limited Partner Interest having the rights and obligations specified with respect to Class B-2 Units in this Agreement.

“Class B-3 Unit” means a Limited Partner Interest having the rights and obligations specified with respect to Class B-3 Units in this Agreement.

“Closing Price” for any day, means the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the last closing bid and ask prices on such day, regular way, in either case as reported on the principal National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests of such class are not listed or admitted to trading on any National Securities Exchange, the average of the high bid and low ask prices on such day in the over-the-counter market, as reported by such other system then in use, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and ask prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time.  Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“Combined Interest” has the meaning given such term in Section 11.3(a).

“Commission” means the United States Securities and Exchange Commission.

“Common Unit” means a Limited Partner Interest having the rights and obligations specified with respect to Common Units in this Agreement.  The term “Common Unit” does not include a Series A Preferred Unit or Class B Unit prior to its conversion into a Common Unit pursuant to the terms hereof.

“Competitor” means any Person whose primary business is the exploration, production, development, storage, processing, gathering or transportation of crude oil, natural gas or water (fresh or produced) in the Eastern United States, but excluding any Person whose primary business is being a (i) lender or private equity sponsor to companies engaged in any aspect of the midstream oil and gas industry or (ii) passive investor in midstream oil and gas properties.

“Conflicts Committee” means a committee of the Board of Directors of the General Partner composed of two or more directors, each of whom (a) is not an officer or employee of the General Partner, (b) is not an officer, director or employee of any Affiliate of the General Partner (other than Group Members), (c) is not a holder of any ownership interest in the General Partner or its

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Affiliates or the Partnership Group other than (i) Common Units and (ii) awards that are granted to such director in his capacity as a director under any long-term incentive plan, equity compensation plan or similar plan implemented by the General Partner or the Partnership and (d) is determined by the Board of Directors of the General Partner to be independent under the independence standards for directors who serve on an audit committee of a board of directors established by the Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common Units are listed or admitted to trading (or if no such National Securities Exchange, the New York Stock Exchange).

“Contributed Property” means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership.  Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property or other asset shall no longer constitute a Contributed Property but shall be deemed an Adjusted Property.

“Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of July 2, 2012, among the Partnership, the Former General Partner, the Operating Company, Equitrans Services, LLC, Equitrans, EQT Midstream Investments, LLC, ET Blue Glass, LLC, EQT Investments Holdings, LLC and EQT Corp, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

“Converted Class B Units” has the meaning given such term in Section 6.1(d)(x)(A).

“Curative Allocation” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).

“Current Market Price” as of any date of any class of Limited Partner Interests, means the average of the daily Closing Prices per Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to such date.

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“Departing General Partner” means a former general partner from and after the effective date of any withdrawal or removal of such former general partner pursuant to Section 11.1 or Section 11.2.

“Derivative Partnership Interests” means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“EGH” has the meaning given such term in the preamble.

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“Eligibility Certificate” means a certificate the General Partner may request a Limited Partner to execute as to such Limited Partner’s (or such Limited Partner’s beneficial owners’) federal income tax status or nationality, citizenship or other related status for the purpose of determining whether such Limited Partner is an Ineligible Holder.

“Eligible Taxable Holder” means a Person or type or category of Person (a) whose, or whose owners’, U.S. federal income tax status (or lack of proof of U.S. federal income tax status) does not have or is not reasonably likely to have, as determined by the General Partner, a material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the FERC or similar regulatory body or (b) as to whom the General Partner cannot make the determination provided for in clause (a), if the General Partner determines that it is in the best interest of the Partnership to permit such Person or type or category of Persons to own Partnership Interests.  Schedule I to the Partnership Agreement provides examples of Persons that the General Partner has determined are Eligible Taxable Holders and Persons that the General Partner has determined are not Eligible Taxable Holders.  Any such determination may be changed by the General Partner from time to time and such new determination will apply to both existing and additional Limited Partners.

“EMH” has the meaning given such term in the preamble.

“EQGP” has the meaning given such term in the recitals.

“EQGP Common Units” has the meaning given such term in the recitals.

“EQM GP Corp” has the meaning given such term in the preamble.

“EQT Corp” means EQT Corporation, a Pennsylvania corporation.

“EQT Omnibus Agreement” means that certain Amended and Restated Omnibus Agreement, dated as of November 13, 2018, among EQT Corp, the Former General Partner and the Partnership, as such agreement may be amended, supplemented or restated from time to time.

“Equitrans” means Equitrans, L.P., a Pennsylvania limited partnership.

“ETRN” has the meaning given such term in the recitals.

“ETRN Omnibus Agreement” means that certain Amended and Restated Omnibus Agreement, dated as of March [·], 2019, among ETRN, the General Partner, the Former General Partner and the Partnership, as such agreement may be amended, supplemented or restated from time to time.

“Event Issue Value” means, with respect to any Common Unit as of any date of determination, (i) in the case of a Revaluation Event that includes the issuance of Common Units pursuant to a public offering and solely for cash, the price paid for such Common Units, or (ii) in the case of any other Revaluation Event, the Closing Price of the Common Units on the date of such Revaluation Event or, if the General Partner determines that a value for the Common Unit other than such Closing Price more accurately reflects the Event Issue Value, the value determined by the General Partner.

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“Event of Withdrawal” has the meaning given such term in Section 11.1(a).

“Excess Distribution” has the meaning given such term in Section 6.1(d)(iii).

“Excess Distribution Unit” has the meaning given such term in Section 6.1(d)(iii).

“Exchange” has the meaning given such term in Section 5.1(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time, and any successor to such statute.

“Exchange Consideration” has the meaning given such term in Section 5.1(a).

“FERC” means the Federal Energy Regulatory Commission, or any successor to the powers thereof.

“First Amendment” has the meaning given such term in the recitals.

“First Restated Partnership Agreement” has the meaning given such term in the recitals.

“Former General Partner” has the meaning given such term in the recitals.

“General Partner” has the meaning given such term in the preamble and shall include its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in their capacity as general partner of the Partnership (except as the context otherwise requires).

“General Partner Interest” means the non-economic management interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it), and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.  The General Partner Interest does not include any rights to receive distributions of Available Cash or distributions upon the dissolution and liquidation or winding-up of the Partnership.

“General Partner Unit” means a unit that represented a fractional part of the General Partner Interest (as defined in the Second Restated Partnership Agreement) prior to the cancellation of the economic portion of such General Partner Interest pursuant to the First Amendment.

“Gross Liability Value” means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

“Group” means one or more Persons that have, or with or through any of their respective Affiliates or Associates have, any contract, arrangement, understanding or relationship for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership Interests with any other Person(s)

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 that beneficially own, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership Interests.

“Group Member” means a member of the Partnership Group.

“Group Member Agreement” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“Holder” means any of the following:

(a)           the General Partner who is the record holder of Registrable Securities;

(b)           any Affiliate of the General Partner who is the Record Holder of Registrable Securities (other than natural persons who are Affiliates of the General Partner by virtue of being officers, directors or employees of the General Partner or any of its Affiliates);

(c)           any Person that has been the General Partner within the prior two years and who is the Record Holder of Registrable Securities;

(d)           any Person that has been an Affiliate of the General Partner within the prior two years and who is the Record Holder of Registrable Securities (other than natural persons who were Affiliates of the General Partner by virtue of being officers, directors or employees of the General Partner or any of its Affiliates); and

(e)           a transferee and current Record Holder of Registrable Securities to whom the transferor of such Registrable Securities, who was a Holder at the time of such transfer, assigns its rights and obligations under this Agreement; provided such transferee agrees in writing to be bound by the terms of this Agreement and provides its name and address to the Partnership promptly upon such transfer.

“IDR Merger Agreement” has the meaning given such term in the recitals.

“Imputed Underpayment” means an imputed underpayment under Section 6225 of the Code, as amended by the BBA.

“Incentive Distribution Right” means the non-voting Limited Partner Interest that, prior to the closing of the transactions contemplated by the IDR Merger Agreement and the execution and effectiveness of the First Amendment, was held by the Former General Partner and pursuant to which the Former General Partner was entitled to certain incentive distributions under the Second Restated Partnership Agreement.

“Indemnified Persons” has the meaning given such term in Section 7.12(g)(i).

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“Indemnitee” means (a) the Former General Partner and the General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner, any Departing General Partner or the Former General Partner, (d) any Person who is or was a manager, managing member, general partner, director, officer, fiduciary or trustee of (i) any Group Member, the General Partner, any Departing General Partner or the Former General Partner or (ii) any Affiliate of any Group Member, the General Partner, any Departing General Partner or the Former General Partner, (e) any Person who is or was serving at the request of the General Partner, any Departing General Partner or the Former General Partner or any Affiliate of the General Partner, any Departing General Partner or the Former General Partner as a manager, managing member, general partner, director, officer, fiduciary or trustee of another Person owing a fiduciary duty to any Group Member; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (f) any Person the General Partner designates as an “Indemnitee” for purposes of this Agreement because such Person’s status, service or relationship exposes such Person to potential claims, demands, suits or proceedings relating to the Partnership Group’s business and affairs.

“Ineligible Holder” means a Limited Partner who is not an Eligible Taxable Holder or whose nationality, citizenship or other related status the General Partner determines, upon receipt of an Eligibility Certificate or other requested information, has created or would create under any federal, state or local law or regulation to which a Group Member is subject, a substantial risk of cancellation or forfeiture of any property in which a Group Member has an interest.  Notwithstanding the foregoing, the Partnership and the General Partner acknowledge that none of the Series A Preferred Unitholders shall be considered an Ineligible Holder.

“Initial Public Offering” means the initial offering and sale of Common Units to the public as described in the IPO Registration Statement.