Form 10-Q EQT Corp For: Mar 31

May 6, 2021 4:19 PM

Exhibit 10.01(a)

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO EQT CORPORATION IF PUBLICLY DISCLOSED. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

February 2, 2021

Rice Drilling B LLC

625 Liberty Avenue, Suite 1700

Pittsburgh, Pa 15222-3111

Attn: Ray Franks

RE: Wherry Pad Buyback Gas

Dear Mr. Franks:

Reference is made to that certain Gas Gathering and Compression Agreement dated as of February 26, 2020 by and among EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC (collectively, “Producer”), and EQM Gathering Opco, LLC (“Gatherer”), as the same was amended by that certain First Amendment to Gas Gathering and Compression Agreement dated August 26, 2020, between Producer and Gatherer (as amended, the “Gathering Agreement”). All capitalized terms used but not otherwise defined in this letter agreement (“Letter Agreement”) shall have the meanings (if any) ascribed to them in the Gathering Agreement.

WHEREAS, Producer has requested that Gatherer construct and install certain gathering facilities in order to commence delivering Dedicated Gas (“Wherry Buyback Gas”) to the Delivery Point depicted on Exhibit A attached hereto (the “Wherry Redelivery Point”) on or before [***] (“Requested Service Date”) for the purpose of supporting Producer’s fracturing operations at the Producer’s Well Pad known as the Wherry Well Pad (“Wherry Well Pad”); and

WHEREAS, Gatherer is willing to commence delivering Wherry Buyback Gas received into the Gathering System to the Wherry Redelivery Point on or before the Requested Service Date, provided that Producer reimburse Gatherer for the costs and expenses incurred by Gatherer in connection therewith, subject to the terms and conditions hereof.

NOW, THEREFORE, Gatherer and Producer (collectively, “Parties” and each a “Party”), by execution of this Letter Agreement and in consideration of the mutual covenants contained herein, do hereby agree as follows:

1.Work.

(a)Subject to the terms and conditions of this Letter Agreement, Gatherer agrees to design, construct and install the equipment and facilities, including gathering pipeline and appurtenant equipment, necessary to deliver Wherry Buyback Gas to the Wherry Redelivery Point (the “Work”).

(b)Gatherer shall use commercially reasonable efforts to commence the Work in the field on or before [***] and, provided that Gatherer is able to commence the Work in the field on or before [***], Gatherer agrees to complete the Work on or before the Requested Service Date, except to the extent the completion of the Work is delayed by an event of Force Majeure or the actions or inactions of Producer. Upon completion of the Work, the Wherry Delivery Point shall represent a Redelivery Point for purposes of receiving Buyback Gas and shall be part of the Gathering System under and subject to the Gathering Agreement, including Section 3.10 thereof.

(c)Notwithstanding anything herein to the contrary, this Letter Agreement shall not amend or otherwise modify the obligations of the Parties with respect to the connection of any future Redelivery Points to the Gathering System under Section 3.10 of the Gathering Agreement and the other terms and conditions thereof.

2.Producer Obligations. Producer agrees to cooperate in good faith with Gatherer in seeking to obtain such permits and authorizations from the appropriate Governmental Authorities and the necessary consents, rights of way and other authorizations from other Persons necessary for Gatherer to commence and complete the Work. Producer is responsible for providing frac measurement data to Gatherer.

3.Reimbursement; Estimated Costs.

(a)Producer shall reimburse Gatherer for all Costs incurred or committed to by Gatherer and/or its Affiliates, subject to the terms hereof. “Costs” means all internal and external costs and expenses of any kind incurred or committed to by Gatherer and/or its Affiliates in connection with the Work, before, on or after the date hereof, including, the costs and expenses of acquiring real property rights and/or repairing of any real or personal property in the performance of those activities, and overhead, allowance for funds used during construction [AFUDC] and other costs associated with or allocated to those activities in accordance with Gatherer’s customary allocation procedures. Gatherer agrees that the Costs will generally reflect the market value for the external services and/or materials provided in support of the Work. Gatherer and/or its Affiliates shall choose one or more contractors to perform the Work, subject to an open bidding process and subject to the review and consideration by Gatherer and/or its Affiliates of any such contractor’s qualifications.

(b)Concurrently with the execution of this Letter Agreement, Producer agrees to pay to Gatherer [***] Dollars ($[***]), in immediately available funds, in accordance with the invoice and statement attached hereto as Exhibit B, which amount represents the estimated Costs of performing the Work (“Estimated Costs”). As soon as practical after the completion of the Work, Gatherer shall deliver to Producer a statement showing in reasonable detail the actual

Costs incurred in connection with the Work. If actual Costs exceed the Estimated Costs (a “Cost Overage”), then Gatherer will include with the statement an invoice for the Cost Overage and Producer shall pay or cause to be paid the full amount of such Cost Overage within [***] days of the date of the invoice. If actual Costs are less than Estimated Costs (a “Cost Shortfall”), then Gatherer shall pay or cause to be paid the full amount of such Cost Shortfall within fifteen (15) days of the date of the statement

4. Miscellaneous. The terms and provisions of this Letter Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. This Letter Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile or other electronic transmission (including scanned documents delivered by email) shall be deemed an original signature hereto, and execution and delivery by such means shall be binding upon the Parties.

5. Effect of Letter Agreement. The Parties acknowledge and agree that this Letter Agreement constitutes a written instrument executed by the Parties and fulfills the requirements of an amendment contemplated by Section 18.7 of the Gathering Agreement. The Parties hereby ratify and confirm the Gathering Agreement, as amended hereby. Except as expressly provided herein, the provisions of the Gathering Agreement shall remain in full force and effect in accordance with their respective terms following the execution of this Letter Agreement. In the event of any conflict or inconsistencies between this Letter Agreement and the Gathering Agreement, the terms and conditions of this Letter Agreement shall prevail.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Letter Agreement as of the date first written above

GATHERER:

EQM GATHERING OPCO, LLC,

a Delaware limited liability company

By: /s/ John M. Quinn

Name: John M. Quinn

Title: Vice President,

Commercial Services & Rates

PRODUCER:

EQT CORPORATION,

a Pennsylvania corporation

By: /s/ J.E.B. Bolen

Name: J.E.B. Bolen

Title: VP Operations Planning

EQT PRODUCTION COMPANY,

a Pennsylvania corporation

By: /s/ J.E.B. Bolen

Name: J.E.B. Bolen

Title: VP Operations Planning

RICE DRILLING B LLC,

a Delaware limited liability company

By: /s/ J.E.B. Bolen

Name: J.E.B. Bolen

Title: VP Operations Planning

EQT ENERGY, LLC,

a Delaware limited liability company

By: /s/ Keith Shoemaker

Name: Keith Shoemaker

Title: SVP Commercial

EXHIBIT A

Wherry Redelivery Point – Map

[***]

EXHIBIT B

Invoice/Statement - Estimated Costs

[***]

Exhibit 10.01(b)

February 3, 2021

Rice Drilling B LLC

625 Liberty Avenue, Suite 1700

Pittsburgh, Pa 15222-3111

Attn: Ray Franks

RE: Temporary Waiver and Release of Dedication

Dear Mr. Franks:

Reference is made to that certain Gas Gathering and Compression Agreement dated as of February 26, 2020 by and among EQT Corporation, EQT Production Company, Rice Drilling B LLC, and EQT Energy, LLC (collectively, “Producer”), and EQM Gathering Opco, LLC (“Gatherer” and together with the Producer, the “Parties”), as the same was amended by that certain First Amendment to Gas Gathering and Compression Agreement dated August 26, 2020, between Producer and Gatherer (as amended, the “Gathering Agreement”). All capitalized terms used but not otherwise defined in this letter shall have the meanings (if any) ascribed to them in the Gathering Agreement.

WHEREAS, the MDQ for the Pisces System AMI is [***] Mcfd (“Pisces MDQ”) and the MRDO for the Pisces System AMI is [***] Mcfd (“Pisces MRDO”);

WHEREAS, Gatherer understands that Producer turned in line Wells located within the Pisces System AMI on Producer’s Well Pad known as the Ealy North Pad (“Ealy North Pad”) on [***];

WHEREAS, Producer has requested that Gatherer temporarily release from the Dedication the Dedicated Gas produced from the Ealy North Pad (“Ealy North Gas”) after the turn in line date, to the extent and only to the extent that the Ealy North Gas, when combined with all other quantities of Dedicated Gas produced from the Pisces AMI, exceeds the Pisces MRDO, but not in excess of the Pisces MDQ (the “Covered Quantities”); and

WHEREAS, Gatherer is willing to temporarily waive its rights to the Covered Quantities under the Gathering Agreement and grant a temporary release of the Covered Quantities from the Dedication, subject to the terms and conditions set forth herein.

NOW, THEREFORE, the Parties, in consideration of the mutual covenants contained herein, do hereby agree to the following:

1.Waiver and Release.

(a)Subject to the terms and conditions set forth herein, including Sections 1(b), 1(c), 1(d) and 2 hereof, Gatherer hereby temporarily releases the Covered Quantities from the Dedication and waives its rights and forbears any requirement under the Gathering Agreement that the Producer deliver the Covered Quantities to Gatherer for acceptance by Gatherer into the Gathering System.

(b)Producer grants to Gatherer the right to install, operate and maintain data handoff equipment and/or other Measurement Facilities on the Ealy North Pad for the purpose of verifying the volume or flow rate of Ealy North Gas flowing through each of the [***] wells on the Ealy North Pad.

(c)Gatherer shall have the right to terminate and rescind this waiver and release in its sole discretion immediately upon the delivery of written notice thereof to Producer, including without limitation, in the event that Producer does not deliver all Ealy North Gas except for Covered Quantities to Gatherer for acceptance by Gatherer into the Gathering System or otherwise does not comply with the terms and conditions set forth herein. For avoidance of doubt, (i) Producer shall deliver Ealy North Gas to Gatherer for acceptance into the Gathering System until such Ealy North Gas, when combined with all other quantities of Dedicated Gas produced from the Pisces AMI, reaches the Pisces MRDO, and (ii) at no time shall the Covered Quantities exceed [***] Mcfd.

(d)Notwithstanding anything herein to the contrary, the Producer shall not be entitled to a reduction in the Minimum Volume Commitment resulting from the foregoing temporary waiver and release or otherwise attributable to the Covered Quantities.

2. Condition Precedent. Notwithstanding anything herein to the contrary, this waiver and release shall not become effective until the same is executed and delivered by Producer; provided, however, upon execution and delivery by Producer, this temporary release and waiver shall be deemed effective as of February 2, 2021.

3. Effect. Gatherer intends that this letter represent a written waiver contemplated by Section 18.7 of the Gathering Agreement to the extent and only to the extent of the Covered Quantities and subject to all limitations and conditions set forth herein; provided, however, that except as expressly provided herein, Gatherer hereby reserves all of its rights and remedies under the Gathering Agreement and under applicable law and nothing herein will constitute a waiver, release, modification or alteration of the terms, conditions or covenants of the Gathering Agreement, the provisions of which are intended to remain in full force and effect in accordance with their respective terms.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

If you are in agreement with the foregoing, please execute the enclosed copy hereof and return it to the undersigned. If you have any questions, please do not hesitate to contact me.

Sincerely,

/s/ Paul Kress

EQM Gathering Opco, LLC

PRODUCER HAS CAUSED THEIR DULY AUTHORIZED REPRESENTATIVE TO ACKNOWLEDGE AND AGREE TO THE TERMS AND CONDITIONS OF THIS WAIVER AS OF THIS ____ DAY OF FEBRUARY, 2021.

EQT CORPORATION

By: /s/ David Khani

Name: David Khani

Its: CFO

EQT PRODUCTION COMPANY

By: /s/ J.E.B. Bolen

Name: J.E.B. Bolen

Its: VP Operations Planning

RICE DRILLING B LLC

By: /s/ J.E.B. Bolen

Name: J.E.B. Bolen

Its: VP Operations Planning

EQT ENERGY, LLC

By: /s/ Keith Shoemaker

Name: Keith Shoemaker

Its: SVP Commercial

Exhibit 10.01(c)

February 9, 2021

Rice Drilling B LLC

625 Liberty Avenue, Suite 1700

Pittsburgh, Pa 15222-3111

Attn: Ray Franks

RE: Oxford 43 Pad Buyback Gas

Dear Mr. Franks:

WHEREAS, Gatherer has had Dedicated Gas (“Oxford Buyback Gas”) available for delivery to the Oxford Delivery Point depicted on Exhibit A attached hereto (the “Oxford Redelivery Point”) at pressures below [***] psig for the purpose of supporting Producer’s fracturing operations at the Producer’s Well Pad known as the Oxford 43 Well Pad (“Oxford Well Pad”);

WHEREAS, Producer has requested that Gatherer increase the pressure by which the Oxford Buyback Gas is delivered to the Redelivery Point to 200 psig (the “Target Pressure”) commencing on [***] (“Requested Service Date”) for the purpose of supporting Producer’s fracturing operations at the Oxford Well Pad, including specifically supporting Producer’s compression facilities at the Oxford Well Pad;

WHEREAS, Producer and Gatherer acknowledge that delivering the Oxford Buyback Gas to the Oxford Redelivery Point at the Target Pressure will result in the reduction of volumes of Dedicated Gas flowing into the Gathering System at other locations of approximately [***] Mcfd, resulting in the reduction of the Overrun Fees attributable to such volumes; and

WHEREAS, Gatherer is willing to deliver Oxford Buyback Gas to the Oxford Redelivery Point at the Target Pressure during the Term (as defined below), subject to Producer’s agreement to increase or cause to be increased the volumes of Gas delivered to the Dominator, Smashosaurus and Dreamweaver receipt points (“OH Receipt Points”) under and subject to that certain Second Amended and Restated Gas Gathering and Compression Agreement (as amended, the “OH GGA”) dated as of March 31, 2017 between Rice Drilling D LLC (“RDD”), and EQM Olympus Midstream, LLC, formerly known as Rice Olympus Midstream LLC (“EQM Olympus”).

1.Oxford Buyback Gas; Target Pressure; Term.

(a)Subject to the terms and conditions of this Letter Agreement, Gatherer agrees to deliver Oxford Buyback Gas to the Oxford Redelivery Point at the Target Pressure, subject to curtailment resulting from an event of Force Majeure or the actions or inactions of Producer, during the period (“Term”) commencing on the Requested Service Date and continuing thereafter until such time as Producer has completed its fracturing operations at the Oxford Well Pad, it being anticipated that Producer will be conducting such fracturing operations for approximately [***] consecutive Days.

(b)Notwithstanding anything herein to the contrary, this Letter Agreement shall not amend or otherwise modify the obligations of the Parties with respect to the connection of any future Redelivery Points to the Gathering System under Section 3.10 of the Gathering Agreement and the other terms and conditions thereof.

(c)In no event shall the Gatherer be in breach of or otherwise liable under the Gathering Agreement if increasing the pressure by which the Oxford Buyback Gas is delivered to the Oxford Redelivery Point at the Target Pressure in accordance with the terms hereof causes an Overpressure Event or other failure by Gatherer to comply with the provisions of the Gathering Agreement.

2.Producer Responsibilities; OH GGA.

(a)Producer agrees to increase or cause to be increased the volumes of Dedicated Gas (as defined in the OH GGA) delivered by or on behalf of RDD to EQM Olympus during the Term for receipt and acceptance into the Gathering System (as defined in the OH GGA) at the OH Receipt Points by an aggregate volume expected by Producer to be approximately 14,000 Mcfd from the current rate of approximately [***] Mcfd to an unconstrained rate of approximately [***] Mcfd, in accordance with the forecasted specifications and flow metrics set forth on Exhibit B hereto (“Increased Volumes”). Such Increased Volumes shall be accepted by EQM Olympus for services under and subject to the terms and conditions of the OH GGA.

(b)To ensure that Gatherer receives the economic benefit of the Increased Volumes, Producer agrees to continue flowing volumes of Gas and cause its Affiliates to continue flowing volumes of Gas during the Term at or above current flow rates and in all material respects in the same manner as presently flowing, and, consistent with the foregoing, will refrain from reductions thereto during the Term which are outside the ordinary course of business practices as of the date hereof.

3. Miscellaneous. The terms and provisions of this Letter Agreement shall be binding on, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. This Letter Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile or other electronic transmission (including scanned documents delivered by email) shall be deemed an original signature hereto, and execution and delivery by such means shall be binding upon the Parties.

4. Effect of Letter Agreement. The Parties to the Gathering Agreement acknowledge and agree that this Letter Agreement constitutes a written instrument executed by such Parties, and fulfills the requirements of an amendment contemplated by Section 18.7 of the Gathering Agreement. The Parties to the Gathering Agreement also hereby ratify and confirm the Gathering Agreement, as amended hereby. Except as expressly provided herein, the provisions of the Gathering Agreement and OH GGA shall remain in full force and effect in accordance with their respective terms following the execution of this Letter Agreement. In the event of any conflict or inconsistencies between this Letter Agreement, the Gathering Agreement, and the OH GGA, the terms and conditions of this Letter Agreement shall prevail.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have executed this Letter Agreement as of the date first written above.

GATHERER:

EQM GATHERING OPCO, LLC,

a Delaware limited liability company

By: /s/ John Mackin

Name: John Mackin

Title: Vice President, Operations

ACKNOWLEDGED AND AGREED TO BY:

EQM OLYMPUS MIDSTREAM, LLC,

a Delaware limited liability company

By: /s/ John Mackin

Name: John Mackin

Title: Vice President, Operations

IN WITNESS WHEREOF, the undersigned have executed this Letter Agreement as of the date first written above.

PRODUCER:

EQT CORPORATION,

a Pennsylvania corporation

By: /s/ David Khani

Name: David Khani

Title: CFO

EQT PRODUCTION COMPANY,

a Pennsylvania corporation

By: /s/ J.E.B. Bolen

Name: J.E.B. Bolen

Title: VP Operations Planning

RICE DRILLING B LLC,

a Delaware limited liability company

By: /s/ J.E.B. Bolen

Name: J.E.B. Bolen

Title: VP Operations Planning

EQT ENERGY, LLC,

a Delaware limited liability company

By: /s/ Keith Shoemaker

Name: Keith Shoemaker

Title: SVP Commercial

ACKNOWLEDGED AND AGREED TO BY:

RICE DRILLING D LLC,

a Delaware limited liability company

By: /s/ J.E.B. Bolen

Name: J.E.B. Bolen

Title: VP Operations Planning

EXHIBIT A

Oxford Redelivery Point – Map

[***]

Exhibit B

OH Receipt Points – Flow Metrics (Mcfd)

[***]

Exhibit 10.01(d)

February 23, 2021

Rice Drilling B LLC

625 Liberty Avenue, Suite 1700

Pittsburgh, Pa 15222-3111

Attn: Ray Franks

RE: JT Farms Well Pad

Dear Mr. Franks:

WHEREAS, Producer currently delivers Dedicated Gas produced from Producer’s Well Pad known as the JT Farms Well Pad (“JT Farms Well Pad”) through a pipeline of approximately [***] feet in length as depicted on Exhibit A attached hereto (the “JT Farms Well Line”) to the applicable Receipt Point (“JT Farms Receipt Point”) at a point of interconnection located off-pad (“Off-Pad Location”);

WHEREAS, by letter dated October 27, 2020, Gatherer notified Producer that the Dedicated Gas being delivered to the JT Farms Receipt Point contains wellhead condensate in violation of Section 10.2 of the Gathering Agreement;

WHEREAS, to correct the non-conformity caused by such wellhead condensate, (a) Producer has requested that Gatherer decommission and remove the Receipt Point facilities at the Off-Pad Location (“Off-Pad Facilities”), and (b) notwithstanding the obligations of the Parties under the Gathering Agreement, the Parties have agreed that Producer will construct and install the new Receipt Point facilities, at Producer’s cost and expense, including interconnect facilities and Measurement Facilities which replicate the Off-Pad Facilities in all material respects, including without limitation, the design and operational capacity thereof (“On-Pad Facilities”),

on the JT Farms Well Pad at the location depicted on Exhibit A attached hereto (“Pad Location”); and

WHEREAS, Gatherer is willing to decommission and remove the Off-Pad Facilities and Producer is willing to construct and install the On Pad Facilities at the Pad Location, subject, in each case, to the terms and conditions hereof.

1.Decommission Work; Reimbursement.

(a)Subject to the terms and conditions of this Letter Agreement, Gatherer agrees to: decommission and remove the Off-Pad Facilities, including without limitation orifice measurement equipment (“Decommission Work”). Gatherer agrees to use commercially reasonable efforts to complete the Decommission Work on or before the later of [***] or the date that is [***] weeks after the date of this Letter Agreement. The performance standard set forth in Section 3.1 of the Gathering Agreement shall apply to Gatherer’s performance of the Decommission Work, mutatis mutandis.

(b)Producer shall reimburse Gatherer for all Costs incurred or committed to by Gatherer and/or its Affiliates, subject to the terms hereof. “Costs” means all documented internal and external costs and expenses, incurred or committed to by Gatherer and/or its Affiliates in accordance with its or their customary procedures and in connection with the Decommission Work, before, on or after the date hereof, including, the costs and expenses of acquiring real property rights and/or repairing of any real or personal property in the performance of those activities, and overhead, allowance for funds used during construction [AFUDC] and other costs associated with or allocated to those activities in accordance with Gatherer’s customary allocation procedures. Gatherer agrees that the Costs will generally reflect the market value for the external services and/or materials provided in support of the Decommission Work. Gatherer and/or its Affiliates shall choose one or more contractors to perform the Decommission Work, subject to an open bidding process and subject to the review and consideration by Gatherer and/or its Affiliates of any such contractor’s qualifications.

(c)Concurrently with the execution of this Letter Agreement, Producer agrees to pay to Gatherer [***] Dollars ($[***]), in immediately available funds, in accordance with the invoice attached hereto as Exhibit B, which amount represents the estimated Costs of performing the Decommission Work (“Estimated Costs”). As soon as practical after the completion of the Decommission Work, Gatherer shall deliver to Producer a statement showing in reasonable detail the actual Costs incurred in connection with the Decommission Work. If actual Costs exceed the Estimated Costs (a “Cost Overage”), then Gatherer will include with the statement an invoice for the Cost Overage and Producer shall pay or cause to be paid the full amount of such Cost Overage within [***] days of the date of the invoice. If actual Costs are less than Estimated Costs (a “Cost Shortfall”), then Gatherer shall pay or cause to be paid the full amount of such Cost Shortfall within [***] days of the date of the statement.

2.Installation Work.

(a)Subject to the terms and conditions of this Letter Agreement, Producer shall construct and install the On-Pad Facilities at the Pad Location at its sole cost and expense. The On-Pad Facilities shall include ultrasonic measurement equipment, and Producer shall construct and install the On-Pad Facilities in accordance with the construction and design specifications provided by Gatherer (“Installation Work”), provided, that in any event Producer the performance standard set forth in Section 3.1 of the Gathering Agreement shall apply to Producer’s performance of the Installation Work, mutatis mutandis. Producer agrees that the Pad Location shall provide reasonably sufficient space for the On-Pad Facilities, be level, stabilized and in a condition that will allow reasonably free access and movement to and from the Pad Location and otherwise in compliance with the specifications set forth on Exhibit A.

(b)Producer agrees to use commercially reasonable efforts to complete the Installation Work on or before the later of [***] or the date that is [***] weeks after the date of this Letter Agreement; provided, however, Gatherer shall have the right promptly thereafter to inspect the Installation Work and approve the On-Pad Facilities and the Pad Location prior to placing the On-Pad Facilities into service.

(c)Producer shall own, maintain, repair and replace the On-Pad Facilities, the JT Farms Well Line and all other facilities which are downstream of the On-Pad Facilities and upstream of the interconnection at the Off-Pad Location (collectively, the “Downstream Facilities”) at its sole cost and expense, it being understood that, notwithstanding anything in the Gathering Agreement to the contrary, the Downstream Facilities and the On-Pad Facilities shall be deemed to be Producer facilities subject to Sections 3.3(g) and 8.4 of the Gathering Agreement and all Measurement Facilities at the On-Pad Location shall be Producer Measurement Facilities (and Exhibit M to the Gathering Agreement shall be deemed amended hereby to include the JT Farms Well Pad). Notwithstanding the foregoing, Gatherer shall be entitled to operational control over the Downstream Facilities and On-Pad Interconnect Facilities to the extent necessary to comply with its obligations under the Gathering Agreement, including any responsibilities for Customer (Producer) Owned Measurement Facilities as set forth on Exhibit N to the Gathering Agreement.

(d)Producer hereby agrees to grant and convey to Gatherer an easement and right of way including, without limitation, the right of ingress and egress to and from the JT Farms Well Pad, the On-Pad Location and the Downstream Facilities, along the route depicted on Exhibit A, for the purpose of performing its obligations under the Gathering Agreement, subject to the terms and conditions hereof; provided, however, that the terms of Sections 3.11(b) and 3.11(c) of the Gathering Agreement shall apply to such grant and conveyance, mutatis mutandis.

(e)The Parties agree to cooperate in good faith with each other Party in seeking necessary environmental permits and authorizations from the applicable Governmental Authorities permitting the JT Farms Well Pad and On-Pad Facilities and setting forth the limit of disturbance and other specifications and limitations, as needed for the completion of the Installation Work, Future Work and Decommission Work, as applicable. To that end, Producer

agrees that prior to submitting all applications or other permitting materials to the applicable Governmental Authorities, it will provide such application, plans, maps, specifications and other related information to Gatherer that Gatherer reasonably requests for Gatherer’s review, and the Parties shall coordinate the pad design and specifications, including the limit of disturbance and other specifications for the On-Pad Facilities at the Pad Location, consistent with the terms and conditions hereof and Sections 3.12 and 3.13 of the Gathering Agreement.

(f)In the event that Producer should drill additional Wells on the JT Farms Well Pad in the future, Producer shall be responsible for the construction and/or installation, at its sole cost and expense, of all additional Receipt Point facilities and ancillary facilities which are necessary to accommodate production therefrom, including, without limitation, any well lines and Measurement Facilities, whether located on the JT Farms Well Pad or at an off-pad location (“Future Work”).

(g)Except to the extent expressly set forth herein, this Letter Agreement shall not amend or otherwise modify the obligations of the Parties with respect to the connection of any future Wells on the JT Farms Well Pad or otherwise to the Gathering System under Section 3.3 of the Gathering Agreement and the other terms and conditions thereof.

4. Effect of Letter Agreement. The Parties acknowledge and agree that this Letter Agreement constitutes a written instrument executed by the Parties and fulfills the requirements of an amendment contemplated by Section 18.7 of the Gathering Agreement. The Parties hereby ratify and confirm the Gathering Agreement, as amended hereby. Except as expressly provided herein, the provisions of the Gathering Agreement shall remain in full force and effect in accordance with their respective terms following the execution of this Letter Agreement. In the event of any conflict or inconsistencies between this Letter Agreement and the Gathering Agreement, the terms and conditions of this Letter Agreement shall prevail.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Letter Agreement as of the date first written above

GATHERER:

EQM GATHERING OPCO, LLC,

a Delaware limited liability company

By: /s/ John Mackin

Name: John Mackin

Title: Vice President, Operations

PRODUCER:

EQT CORPORATION,

a Pennsylvania corporation

By: /s/ David Khani

Name: David Khani

Title: CFO

EQT PRODUCTION COMPANY,

a Pennsylvania corporation

By: /s/ J.E.B. Bolen

Name: J.E.B. Bolen

Title: VP Operations Planning

RICE DRILLING B LLC,

a Delaware limited liability company

By: /s/ J.E.B. Bolen

Name: J.E.B. Bolen

Title: VP Operations Planning

EQT ENERGY, LLC,

a Delaware limited liability company

By: /s/ Keith Shoemaker

Name: Keith Shoemaker

Title: SVP, Commercial

EXHIBIT A

JT Farms Off Pad and On Pad Location

[***]

EXHIBIT B

Invoice - Estimated Costs

[***]

Exhibit 31.01

CERTIFICATION

I, Toby Z. Rice, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of EQT Corporation (the "registrant");

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditor and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	May 6, 2021

		/s/ Toby Z. Rice
		Toby Z. Rice
		President and Chief Executive Officer

Exhibit 31.02

CERTIFICATION

I, David M. Khani, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of EQT Corporation (the "registrant");

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	May 6, 2021

		/s/ David M. Khani
		David M. Khani
		Chief Financial Officer

Exhibit 32

CERTIFICATION

In connection with the Quarterly Report of EQT Corporation ("EQT") on Form 10-Q for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned certify pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of EQT.


/s/ Toby Z. Rice						May 6, 2021
Toby Z. Rice
President and Chief Executive Officer


/s/ David M. Khani						May 6, 2021
David M. Khani
Chief Financial Officer

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Form 10-Q EQT Corp For: Mar 31

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