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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
January 19, 2024 (January 17, 2024)
EQT CORPORATION
(Exact name of registrant as specified in
its charter)
Pennsylvania |
|
001-3551 |
|
25-0464690 |
(State or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
625 Liberty Avenue, Suite 1700,
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices,
including zip code)
(412) 553-5700
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, no par value |
|
EQT |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item | 1.01. Entry into a Material Definitive Agreement. |
The Underwriting Agreement
On January 17,
2024, EQT Corporation (“EQT”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P.
Morgan Securities LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the
several underwriters named in Schedule 1 thereto (the “Underwriters”), relating to the offer and sale (the “Offering”)
of $750.0 million in aggregate principal amount of EQT’s 5.750% senior notes due 2034 (the “Notes”).
The Underwriting
Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions.
EQT has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended,
and to contribute to payments the Underwriters may be required to make in the event of any such liabilities.
The Offering
closed on January 19, 2024. After deducting underwriting discounts and other expected offering expenses, EQT received net proceeds
of approximately $741.8 million from the sale of the Notes to the Underwriters, which EQT used, together with cash on hand, to repay $750.0
million of borrowings under its term loan agreement on January 19, 2024. Upon such repayment and the satisfaction of other closing
conditions, the previously disclosed amendment to the term loan agreement that, among other things, extends the term loan agreement’s
maturity date from June 30, 2025 to June 30, 2026 became effective. After such repayment, $500.0 million of borrowings remain
outstanding under EQT’s term loan agreement.
As more fully described
under the “Underwriting (Conflicts of Interest)” section in the prospectus supplement, dated January 17, 2024 and filed
by EQT with the Securities and Exchange Commission on January 19, 2024, the Underwriters are full service financial institutions
engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment
management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have provided,
and may in the future provide, a variety of these services to EQT and to persons and entities with relationships with EQT, for which they
received or will receive customary fees and reimbursement of expenses. Some of the Underwriters or their affiliates are lenders, and in
some cases agents or managers for the lenders, under EQT’s revolving credit facility and/or term loan agreement. As disclosed above,
EQT used the net proceeds from the sale of the Notes to repay a portion of the borrowings under the term loan agreement.
The foregoing description
of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement
filed herewith as Exhibit 1.1 and incorporated into this Item 1.01 by reference.
The Underwriting Agreement
and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting
Agreement. They are not intended to provide any other factual information about EQT or its subsidiaries or affiliates or equity holders.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and
as of specific dates; were solely for the benefit of the parties to the Underwriting Agreement; and may be subject to limitations agreed
upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating
contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and
warranties are subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and
covenants or any description thereof alone may not describe the actual state of affairs of EQT or its subsidiaries, affiliates, businesses
or equity holders as of the date they were made or at any other time.
The Notes
EQT issued
the Notes pursuant to an Indenture, dated as of March 18, 2008 (the “Base Indenture”), as supplemented by a Second Supplemental
Indenture, dated as of June 30, 2008 (the “Second Supplemental Indenture”), and as further supplemented by a Seventeenth
Supplemental Indenture, dated as of January 19, 2024 (the “Seventeenth Supplemental Indenture”), in each case between
EQT (or its predecessor) and The Bank of New York Mellon, as trustee.
The Notes will mature
on February 1, 2034 and accrue interest at a rate of 5.750% per annum. Interest on the Notes will be paid semi-annually in arrears
on February 1 and August 1 of each year, commencing on August 1, 2024.
The Base Indenture, as
supplemented by the Second Supplemental Indenture and the Seventeenth Supplemental Indenture (collectively, the “Indenture”),
contains covenants that limit EQT’s ability to, among other things and subject to certain significant exceptions, incur certain
debt secured by liens and engage in certain sale and leaseback transactions, and limit EQT’s ability to enter into certain consolidations,
mergers or sales other than for cash or leases of its assets substantially as an entirety to another entity or to purchase the assets
of another entity substantially as an entirety.
The foregoing descriptions
of the Indenture and the Notes are not complete and are qualified in their entirety by reference to the full text of the Base Indenture,
the Second Supplemental Indenture, the Seventeenth Supplemental Indenture and the form of the Notes, copies of which are filed herewith
as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and are incorporated into this Item 1.01 by reference.
Legal opinions related
to the Notes are filed herewith as Exhibits 5.1 and 5.2.
Item 2.03. | Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above with
respect to the Notes and the Indenture is hereby incorporated into this Item 2.03 by reference, insofar as it relates to the creation
of a direct financial obligation.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
|
Description |
1.1* |
|
Underwriting Agreement, dated as of January 17, 2024, by and between EQT Corporation and J.P. Morgan Securities LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto. |
4.1 |
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Indenture, dated as of March 18, 2008, between EQT Corporation, as successor, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on March 18, 2008). |
4.2 |
|
Second Supplemental Indenture, dated as of June 30, 2008, between EQT Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.03(c) to Form 8-K filed on July 1, 2008). |
4.3 |
|
Seventeenth Supplemental Indenture, dated as of January 19, 2024, between EQT Corporation and The Bank of New York Mellon, as trustee. |
4.4 |
|
Form of EQT Corporation’s 5.750% Senior Notes due 2034 (included in Exhibit 4.3 hereto). |
5.1 |
|
Opinion of Kirkland & Ellis LLP. |
5.2 |
|
Opinion of Morgan, Lewis & Bockius LLP. |
23.1 |
|
Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). |
23.2 |
|
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2). |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain schedules and similar attachments have been omitted. EQT agrees to furnish a supplemental copy of any omitted schedule or
attachment to the Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
EQT CORPORATION |
|
|
Date: January 19, 2024 |
By: |
/s/ Jeremy T. Knop |
|
Name: |
Jeremy T. Knop |
|
Title: |
Chief Financial Officer |
Exhibit 1.1
EQT
CORPORATION
$750,000,000
5.750% Senior Notes due 2034
Underwriting Agreement
January 17, 2024
J.P. Morgan Securities LLC
MUFG Securities Americas Inc.
TD Securities (USA) LLC
Wells Fargo Securities, LLC
As Representatives of the
several Underwriters listed
in Schedule 1 hereto
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
c/o MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, New York 10020
c/o TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New York 10017
c/o Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, NC 28202
Ladies and Gentlemen:
EQT Corporation, a Pennsylvania corporation (the
“Company”), proposes to issue and sell to the several Underwriters named in Schedule 1 hereto (the “Underwriters”),
for whom you are acting as representatives (the “Representatives”), $750,000,000 principal amount of its 5.750% Senior Notes
due 2034 (the “Notes”).
The Notes will be issued pursuant to an Indenture
dated as of March 18, 2008, as supplemented by a Second Supplemental Indenture dated as of June 30, 2008 (together, the “Base
Indenture”), as supplemented by a Seventeenth Supplemental Indenture to be dated as of the Closing Date (defined below) (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon,
as trustee (the “Trustee”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of
The Depository Trust Company (the “Depositary”).
The Company prepared and filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-267475), which contains
a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities,
including the Notes, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with
Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto,
in the form in which it became effective under the Securities Act, including any required information deemed to be a part thereof at the
time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” The term
“Prospectus” shall mean the final prospectus supplement relating to the Notes, together with the Base Prospectus, that is
first filed pursuant to Rule 424(b) after the date and time that this Underwriting Agreement (this “Agreement”)
is executed by the parties hereto (the “Execution Time”). The term “Preliminary Prospectus” shall mean any preliminary
prospectus supplement relating to the Notes, together with the Base Prospectus, that is first filed with the Commission pursuant to Rule 424(b).
Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the documents that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities
Act prior to 4:30 p.m., New York City time, on January 17, 2024 (the “Initial Sale Time”). All references in this Agreement
to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall
include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
All references in this Agreement to financial statements
and schedules and other information which is “contained,” “included” or “stated” (or other references
of like import) in the Registration Statement, the Prospectus or the Preliminary Prospectus shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement,
the Prospectus or the Preliminary Prospectus, as the case may be, prior to the Initial Sale Time; and all references in this Agreement
to amendments or supplements to the Registration Statement, the Prospectus or the Preliminary Prospectus shall be deemed to include the
filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
(collectively, the “Exchange Act”), which is or is deemed to be incorporated by reference in the Registration Statement, the
Prospectus or the Preliminary Prospectus, as the case may be, after the Initial Sale Time.
The Company hereby confirms its agreement with
the several Underwriters concerning the purchase and resale of the Notes, as follows:
1. Purchase and Sale of the Notes.
(a) The Company agrees to issue and sell the
Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties
and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the
Company the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal
to 99.272% of the principal amount thereof plus accrued interest, if any, from January 19, 2024 to the Closing Date. The Company
will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.
(b) The Company acknowledges and agrees that:
(i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the
Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand,
and the several Underwriters, on the other hand, and the Company is capable of evaluating and understands and accepts the terms, risks
and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and
the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor,
agent or fiduciary of the Company or its affiliates, shareholders, creditors or employees or any other party; (iii) no Underwriter
has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions
contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the
Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except
the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters
have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has
consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
This Agreement supersedes all prior written agreements
and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof.
The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several
Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.
2. Payment and Delivery.
(a) Payment for and delivery of the Notes
will be made at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York, 10017, at 10:00 a.m.,
New York City time, on January 19, 2024, or at such other time or place on the same or such other date, not later than the third
business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery
is referred to herein as the “Closing Date”.
(b) Payment for the Notes shall be made by
wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to
the Depositary, for the account of the several Underwriters, of global notes representing the Notes purchased by the Underwriters (collectively,
the “Global Notes”). The Global Notes will be made available for inspection by the Representatives not later than 1:00 p.m.,
New York City time, on the business day prior to the Closing Date.
3. Representations and Warranties of the Company.
The Company represents and warrants to each Underwriter that:
(a) Compliance
with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. The Registration
Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has
been issued under the Securities Act and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been
instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the
part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Trust Indenture
Act”).
At the respective times the Registration Statement
and any post-effective amendments thereto became effective and as of the Initial Sale Time and as of the Closing Date, the Registration
Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities
Act and the Trust Indenture Act and (ii) did not and will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus
and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement
of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this
subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the
Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Company
in writing by any of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only
information furnished by any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof.
Each Preliminary Prospectus and the Prospectus,
at the time each was filed with the Commission, complied in all material respects with the Securities Act, and the Preliminary Prospectus
and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery,
be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.
(b) Disclosure
Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated January 17, 2024 and
(ii) the issuer free writing prospectus identified in Annex I hereto. As of the Initial Sale Time, (a) the Disclosure Package
did not and (b) each electronic road show, when taken together as a whole with the Disclosure Package, did not, contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the
Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only information furnished by any Underwriter through the Representatives
consists of the information described as such in Section 6(b) hereof.
(c) Incorporated
Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus
and the Prospectus and any amendments thereto (i) at the time they were or hereafter are filed with the Commission, complied or will
comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information
in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date
of the Prospectus and at the Closing Date, did not or will not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) Projections.
Each of the statements made by the Company in the Registration Statement and the Disclosure Package and to be made in the Prospectus (and
any supplements thereto) within the coverage of Rule 175(b) under the Securities Act was made or will be made with a reasonable
basis and in good faith.
(e) Company
is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent
amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at
the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities
Act) made any offer relating to the Notes in reliance on the exemption of Rule 163 of the Securities Act, and (iv) as of the
Execution Time, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The
Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act,
that automatically became effective not more than three years prior to the Execution Time; the Company has not received from the Commission
any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form
and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.
(f) Company
is Not an Ineligible Issuer. (i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with
such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an ineligible issuer,
as defined in Rule 405 of the Securities Act (an “Ineligible Issuer”), without taking account of any determination by
the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an Ineligible Issuer.
(g) Issuer
Free Writing Prospectuses. Each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer
Free Writing Prospectus”), as of its issue date and at all subsequent times through the completion of the offering of Notes under
this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence,
did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the
Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus
there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict
with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company has promptly notified
or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own
expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements
in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company
by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only information
furnished by any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof.
(h) Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date
and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale
of the Notes other than the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed
and consented to by the Representatives and included in Annex I hereto or any electronic road show, presentation or other written communications
reviewed and consented to by the Representatives and listed on Annex II hereto (each, a “Company Additional Written Communication”).
Each such Company Additional Written Communication, when taken together with the Disclosure Package, did not, and at the Closing Date
will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or
omissions from the Company Additional Written Communication based upon and in conformity with written information furnished to the Company
by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information
furnished by any Underwriter through the Representatives consists of the information described as such in Section 6(b) hereof.
(i) No
Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity
or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except
for such rights as have been duly waived.
(j) Financial
Statements. (i) The consolidated financial statements of the Company and its subsidiaries and the related notes thereto included
or incorporated by reference in the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements
of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its subsidiaries
as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified. Such financial
statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent
basis throughout the periods covered thereby except as may be expressly stated in the related notes thereto. The other financial information
pertaining to the Company included or incorporated by reference in the Disclosure Package and the Prospectus has been derived from the
accounting records of the Company and its subsidiaries and presents fairly the information shown thereby. Ernst & Young LLP,
who have certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm
with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public
Company Accounting Oversight Board (United States) (the “PCAOB”) and as required by the Securities Act. (ii) To the knowledge
of the Company, the financial statements of THQ Appalachia I, LLC (“Upstream Seller”) and the related notes thereto included
or incorporated by reference in the Disclosure Package and the Prospectus present fairly the financial position of Upstream Seller and
its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified.
To the knowledge of the Company, such financial statements have been prepared in conformity with generally accepted accounting principles
in the United States applied on a consistent basis throughout the periods covered thereby except as may be expressly stated in the related
notes thereto. To the knowledge of the Company, the other financial information pertaining to Upstream Seller included or incorporated
by reference in the Disclosure Package and the Prospectus has been derived from the accounting records of Upstream Seller and its subsidiaries
and presents fairly the information shown thereby. To the knowledge of the Company, KPMG LLP, who have certified certain financial statements
of Upstream Seller and its subsidiaries, is an independent registered public accounting firm with respect to Upstream Seller and its subsidiaries
within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Securities Act. (iii) To
the knowledge of the Company, the financial statements of THQ-XcL Holdings I, LLC (“Midstream Seller” and, together with Upstream
Seller, the “Sellers”) and the related notes thereto included or incorporated by reference in the Disclosure Package and the
Prospectus present fairly the financial position of Midstream Seller and its subsidiaries as of the dates indicated and the results of
their operations and the changes in their cash flows for the periods specified. To the knowledge of the Company, such financial statements
have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout
the periods covered thereby except as may be expressly stated in the related notes thereto. To the knowledge of the Company, the other
financial information pertaining to Midstream Seller included or incorporated by reference in the Disclosure Package and the Prospectus
has been derived from the accounting records of Midstream Seller and its subsidiaries and presents fairly the information shown thereby.
To the knowledge of the Company, KPMG LLP, who have certified certain financial statements of Midstream Seller and its subsidiaries, is
an independent registered public accounting firm with respect to Midstream Seller and its subsidiaries within the applicable rules and
regulations adopted by the Commission and the PCAOB and as required by the Securities Act.
(k) Pro
Forma Financial Statements. The pro forma financial statements included or incorporated by reference in the Disclosure Package and
the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the
transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro
forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial
statements included or incorporated by reference in the Disclosure Package and the Prospectus. The pro forma financial statements included
or incorporated by reference in the Disclosure Package and the Prospectus have been prepared in all material respects in accordance with
the Commission's rules and guidance with respect to pro forma financial information.
(l) No
Material Adverse Change. Since the respective dates as of which information is given in the Disclosure Package and the Prospectus,
(i) there has not been any material change in the capital stock or any change in the long-term debt of the Company or any of its
subsidiaries, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the
condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, except as
otherwise disclosed or contemplated in the Disclosure Package and the Prospectus; and (ii) except as set forth or contemplated in
the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has entered into any transaction or agreement
material to the Company and its subsidiaries, taken as a whole, other than in the ordinary course of business.
(m) Organization.
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of
incorporation, with power and authority (corporate or other) to own its properties and conduct its business as described in the Disclosure
Package and the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification,
other than where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be likely
to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company
and its subsidiaries, taken as a whole (a “Material Adverse Effect”).
(n) Subsidiaries.
Each of the Company’s subsidiaries has been duly organized and is validly existing under the laws of its jurisdiction of organization,
with power and authority (corporate or other) to own its properties and conduct its business as described in the Disclosure Package and
the Prospectus, and has been duly qualified for the transaction of business and is in good standing under the laws of each jurisdiction
in which it owns or leases properties or conducts any business so as to require such qualification, other than where the failure to be
so qualified or in good standing would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect;
and all the outstanding shares of capital stock or equivalent equity interests of each subsidiary of the Company have been duly authorized
and validly issued, are fully-paid and non-assessable, and (except in the case of foreign subsidiaries or directors’ qualifying
shares) are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, security interests and claims.
(o) Due
Authorization. This Agreement has been duly authorized, executed and delivered by the Company.
(p) The
Indenture. The Base Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms except as (i) the enforceability thereof may be limited
by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of general applicability; and the Base Indenture conforms with all requirements
of the Trust Indenture Act applicable to an indenture that is qualified thereunder. The Supplemental Indenture has been duly authorized
by the Company and, on the Closing Date will be duly executed and delivered by the Company and, when duly executed and delivered in accordance
with its terms by the Trustee, will be a valid and binding agreement of the Company, enforceable against the Company in accordance with
its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’
rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles
of general applicability; and the Supplemental Indenture (including any amendments and supplements thereto) will conform on the Closing
Date with all requirements of the Trust Indenture Act applicable to an indenture that is qualified thereunder.
(q) The
Notes. The Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the Indenture and
delivered to and duly paid for by the purchasers thereof, will be entitled to the benefits of the Indenture and will be valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms except as (i) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) rights of acceleration
and the availability of equitable remedies may be limited by equitable principles of general applicability; the Notes, when executed and
authenticated in accordance with the Indenture and delivered to and duly paid for by the purchasers thereof, will rank pari passu with
all Notes (as defined in the Indenture) issued and to be issued under the Indenture and all other unsecured debt of the Company which
is not expressly subordinated; and the Notes and the Indenture will conform to the description thereof in the Disclosure Package and the
Prospectus.
(r) No
Violation or Default. Neither the Company nor any of its subsidiaries is, or with the giving of notice or lapse of time or both would
be, in violation of or in default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which
the Company or any of its subsidiaries is a party or by which it or any of them or any of their respective properties is bound, or any
applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the
Company, its subsidiaries or any of their respective properties, except for violations and defaults which would not, individually and
in the aggregate, reasonably be likely to have a Material Adverse Effect; neither the Company nor any of its subsidiaries is, or with
the giving of notice or lapse of time or both would be, in violation or in default under their respective Articles of Incorporation or
By-Laws (or equivalent organizational documents); the issue and sale of the Notes and the performance by the Company of all the provisions
of its obligations under the Notes, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated
will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is
subject, except for violations and defaults which would not, individually and in the aggregate, reasonably be likely to have a Material
Adverse Effect, nor will any such action result in any violation of the provisions of their respective Articles of Incorporation or By-Laws
(or equivalent organizational documents) or any applicable law or statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company, its subsidiaries or any of their respective properties.
(s) No
Consents. No consent, approval, authorization, order, license, filing, registration or qualification of or with any court or governmental
agency or body that has jurisdiction over the Company, its subsidiaries or any of their respective properties is required for the issue
and sale of the Notes or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, other than
(i) such consents, approvals, authorizations, orders, licenses, filings, registrations or qualifications that have been obtained
or made by the Company and are in full force under the Securities Act, (ii) as may be required under state securities laws in connection
with the purchase and distribution of the Notes by the Underwriters in connection with the issuance and sale of the Notes or (iii) consents
that, if not obtained, would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect or materially
impair the ability of the Company to consummate the transactions contemplated by this Agreement or the Indenture or perform its obligations
under this Agreement or the Indenture.
(t) Legal
Proceedings. Other than as set forth or contemplated in the Disclosure Package and the Prospectus, there are no legal or governmental
investigations, actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company
or any of its subsidiaries or any of their respective properties or to which the Company or any of its subsidiaries is or may be a party
or to which any property of the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is or may be subject
which would individually or in the aggregate reasonably be likely to have a Material Adverse Effect or materially impair the ability of
the Company to consummate the transactions contemplated by this Agreement or the Indenture or perform its obligations under this Agreement
or the Indenture, and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities
or threatened by others.
(u) Property.
Except as described in the Registration Statement, the Disclosure Package and the Prospectus and 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, (i) the
Company and its subsidiaries have good and indefeasible title to all items of real property and good title to all personal property owned
by them, in each case free and clear of all liens, encumbrances and defects; and (ii) any real property and buildings held under
lease by the Company and its subsidiaries are held by them under valid, existing and enforceable leases with such exceptions as are not
material and do not interfere with the use made or proposed to be made of such property and buildings by the Company or its subsidiaries.
(v) Investment
Company Act. The Company is not and, after giving effect to the offering and sale of the Notes, and the application of the proceeds
thereof as contemplated under the caption “Use of Proceeds” in each of the Preliminary Prospectus and the Prospectus, will
not be an “investment company” or entity “controlled” by an “investment company”, as such terms are
defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
(w) Taxes.
Except to the extent that any such failures or deficiencies would not, individually or in the aggregate, reasonably be likely to have
a Material Adverse Effect, (i) the Company and its subsidiaries have filed all federal, state, local and foreign tax returns required
to be filed and have paid all taxes due other than taxes that are being contested in good faith and with respect to which adequate reserves
have been established in accordance with generally accepted accounting principles in the United States and (ii) except as disclosed
in the Disclosure Package and the Prospectus, there is no tax deficiency which has been asserted or threatened in writing against the
Company or any of its subsidiaries.
(x) Conduct
of Business. Each of the Company and its subsidiaries possesses all licenses, permits, certificates of need, patents, consents, orders,
approvals and other authorizations from all federal, state, local or foreign governments or regulatory agencies or bodies (collectively,
“Governmental Licenses”) necessary to own or lease, as the case may be, and to operate their respective properties and to
carry on their respective businesses as conducted as of the date hereof, except where the failure to so possess would not, individually
or in the aggregate, reasonably be likely to have a Material Adverse Effect, and neither the Company nor any such subsidiary has received
any actual notice of any proceeding, relating to the revocation or modification of any such Governmental License, except as described
in the Disclosure Package and the Prospectus; each of the Company and its subsidiaries is in compliance with all laws and regulations
relating to the conduct of their respective business as conducted as of the date hereof, except where the failure to be in compliance
would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect; and the Company and its subsidiaries
are in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
adopted pursuant thereto as such rules and regulations currently apply to the Company and its subsidiaries, except where the failure
to be in compliance would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.
(y) Environmental
Compliance. The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local
laws and regulations relating to the protection of human health and environmental safety, the environment or hazardous or toxic substances
or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective businesses, (iii) are in compliance with all terms
and conditions of any such permit, license or approval, except as described in the Disclosure Package and the Prospectus or where such
noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the
terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, reasonably be likely to have
a Material Adverse Effect, and (iv) are not aware of any administrative or judicial action being contemplated by governmental authorities
with respect to the Company or its subsidiaries relating to Environmental Laws, except as described in the Disclosure Package and the
Prospectus or where such action would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect; neither
the Company nor any of its subsidiaries are subject to any consent decree or compliance or administrative order issued pursuant to, or
are the subject of any pending investigation or litigation under, applicable Environmental Laws except for such actions, decrees, orders
or investigations which are described in the Disclosure Package or the Prospectus or do not and are not, individually or in the aggregate,
reasonably likely to have a Material Adverse Effect; and except as described in the Registration Statement, the Disclosure Package and
the Prospectus, neither the Company nor any of its subsidiaries is a party to a governmental proceeding, or will become a party to a governmental
proceeding that is known by the Company to be contemplated, arising under any Environmental Law which the Company reasonably believes
involves monetary sanctions, exclusive of interests and costs, of $300,000 or more.
(z) Environmental
Costs. In the ordinary course of business, the Company reviews the effect of Environmental Laws on the business, operations and properties
of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or
any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); and,
on the basis of such review, the Company has concluded that such associated costs and liabilities would not, individually or in the aggregate,
be reasonably likely to have a Material Adverse Effect, except as described or contemplated in the Registration Statement, the Disclosure
Package and the Prospectus.
(aa) No Labor
Disputes. There are no existing or, to the knowledge of the Company, threatened labor disputes with the employees of the Company or
any of its subsidiaries which are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.
(bb) Employee
Benefits. Except as described in the Registration Statement, the Disclosure Package and the Prospectus and except as would not reasonably
be likely to have a Material Adverse Effect, each employee benefit plan, within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Company
or any of its affiliates for employees or former employees of the Company and its affiliates has been established and maintained in compliance
with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA
and the Internal Revenue Code of 1986, as amended (the “Code”). No prohibited transaction, within the meaning of Section 406
of ERISA or Section 4975 of the Code has occurred with respect to any such plan excluding transactions effected pursuant to a statutory
or administrative exemption. For each such plan which is subject to the funding rules of Section 412 of the Code or Section 302
of ERISA, no failure by any such plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or
Section 302 of ERISA) has occurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for
these purposes accrued but unpaid contributions) exceeded the present value of all benefits accrued under such plan determined using reasonable
actuarial assumptions, except as described in the Registration Statement, the Disclosure Package and the Prospectus.
(cc) No Unlawful
Payment. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee
or affiliate of the Company or any of its subsidiaries, 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 Bribery Act 2010 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 Company and its subsidiaries have instituted,
and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption
laws.
(dd) Money
Laundering. The operations of the Company and its subsidiaries 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 Company and its subsidiaries 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 the Company or any of its subsidiaries with
respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(ee) No
Conflicts with Sanctions Laws. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer,
employee or affiliate of the Company or any of its subsidiaries, 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, His Majesty’s Treasury of the United
Kingdom, the Swiss Secretariat for Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions”), nor
is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of
Sanctions, including, without limitation, the Crimea region of the Ukraine, the so-called Donetsk People’s Republic and the so-called
Luhansk People’s Republic, and the non-government controlled regions of Zaporizhzhia and Kherson in Ukraine, Cuba, Iran,
North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of
the offering of the Notes 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. Neither the Company nor any of its subsidiaries have knowingly engaged
in any dealings or transactions with or for the benefit of any person that at the time of the dealing or transaction is or was the subject
or the target of Sanctions, or with or in any Sanctioned Country, in each case in the preceding five years. Neither the Company nor any
of its subsidiaries have any plans, as of the date hereof, to knowingly engage in or increase their dealings or transactions with any
person that is currently the subject or the target of Sanctions or with or in Sanctioned Countries.
(ff) Disclosure
Controls. The Company and its subsidiaries have established and maintain “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 Company in the reports it files or will file or submit under the Exchange Act, as applicable,
is accumulated and communicated to management of the Company, 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.
(gg) Accounting
Controls. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorization, (ii) 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 its assets, (iii) access to assets is permitted only in accordance with management’s general or
specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Company and its subsidiaries’ internal accounting controls
are effective and neither the Company nor any of its subsidiaries is aware of any material weakness in their internal accounting controls.
(hh) XBRL.
The interactive data in eXtensible Business Reporting Language incorporated by reference into the Registration Statement, the Disclosure
Package and the Prospectus 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.
(ii) Cybersecurity;
Data Protection. The Company’s and its subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are, in the Company’s
reasonable belief, adequate for, and operate and perform in all material respects as required in connection with, the operation of the
business of the Company and its subsidiaries as currently conducted. To the Company’s knowledge, the IT systems are free and clear
of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants that would, individually or in the aggregate, reasonably
be likely to have a Material Adverse Effect. The Company and its subsidiaries have implemented and maintained commercially reasonable
controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous
operation, redundancy and security of all IT Systems and data (including all personally identifiable information and sensitive, confidential
or regulated data (“Personal Data”)) used in connection with their businesses, and to the Company’s knowledge, there
have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without
material cost or liability to the Company, and there are no incidents under internal review or investigation relating to the same, except
for those that would reasonably be expected to be able to remedied without material cost or liability to the Company. The Company and
its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,
misappropriation or modification.
(jj) No Stabilization.
The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any
stabilization or manipulation of the price of the Notes in violation of the Exchange Act or other applicable law, it being understood
and agreed that any action of the Underwriters or their affiliates or any person acting on their behalf shall not constitute an action
by the Company.
(kk) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus has been
made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(ll) Solvency.
On and immediately after the Closing Date, the Company (after giving effect to the issuance and sale of the Notes and the other transactions
related thereto as described in each of the Registration Statement, the Preliminary Prospectus and the Prospectus) will be Solvent. As
used in this paragraph, the term “Solvent” means, with respect to a particular date and entity, that on such date (i) the
fair value (and present fair saleable value) of the assets of such entity is not less than the total amount required to pay the probable
liability of such entity on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured;
(ii) such entity is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments
as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance and sale of the Notes
as contemplated by this Agreement, the Registration Statement, the Preliminary Prospectus and the Prospectus, such entity does not have,
intend to incur or believe that it will incur debts or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) such
entity is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property
would constitute unreasonably small capital; and (v) such entity is not a defendant in any civil action that would result in a judgment
that such entity is or would become unable to satisfy.
4. Further Agreements of the Company. The
Company covenants and agrees with each Underwriter that:
(a) Compliance with Securities Regulations
and Commission Requests. The Company, subject to Section 4(b), will comply with the requirements of Rule 430B of the Securities
Act, and during the Prospectus Delivery Period (as defined below) will promptly notify the Representatives, and confirm the notice in
writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or
amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission related to the Registration
Statement or the Prospectus or the documents incorporated by reference therein, (iii) any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information,
and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Notes
for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes (including any
notice or order pursuant to Section 8A or Rule 401(g)(2) of the Securities Act). The Company will promptly effect the filings
necessary pursuant to Rule 424 and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus
and the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was
not, it will promptly file such document. During the Prospectus Delivery Period, the Company will use its reasonable best efforts to prevent
the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Filing of Amendments. During such
period beginning on the date of this Agreement and ending on the later of the Closing Date or such date as, in the opinion of counsel
for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Notes by an Underwriter
or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act (the “Prospectus
Delivery Period”), the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b) of the Securities Act), or any amendment, supplement or revision to the Disclosure
Package or the Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Representatives with
copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or
use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.
(c) Delivery of Registration Statements.
The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, conformed copies of
the Registration Statement as originally filed and of each amendment thereto (without exhibits). The Registration Statement and each amendment
thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.
(d) Delivery of Prospectuses. The Company
will deliver to each Underwriter, without charge, as many copies of the Prospectus as such Underwriter may reasonably request, and the
Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter,
without charge, during the Prospectus Delivery Period, such number of copies of the Prospectus as such Underwriter may reasonably request.
The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(e) Continued Compliance with Securities
Laws. The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the
Notes as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time during
the Prospectus Delivery Period, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of
counsel for the Underwriters or for the Company, to amend the Registration Statement in order that the Registration Statement will not
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading or to amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure Package
or the Prospectus, as the case may be, will not include an untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances existing at the Initial Sale Time or at the time it is delivered
or conveyed to a purchaser, not misleading, or if it shall be necessary, in the opinion of either such counsel, at any such time to amend
the Registration Statement or amend or supplement the Disclosure Package or the Prospectus in order to comply with the requirements of
any law, the Company will (1) notify the Representatives of any such event, development or condition and (2) promptly prepare
and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such
statement or omission or to make the Registration Statement, the Disclosure Package or the Prospectus comply with such law, and the Company
will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably
request.
(f) Final Term Sheet. The Company will
prepare a final term sheet containing only a description of the Notes, in a form approved by the Underwriters and attached as Exhibit A
hereto, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such
term sheet, the “Final Term Sheet”). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.
(g) Permitted Free Writing Prospectuses.
The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will
not make, any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a
“free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the
Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the
Representatives shall be deemed to have been given in respect of any Issuer Free Writing Prospectus included in Annex I to this Agreement
and the Company Additional Written Communications included in Annex II to this Agreement. Any such free writing prospectus consented to
or deemed to be consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The
Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free
Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of
the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending
and record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer
free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the preliminary
terms of the Notes or their offering, (ii) information permitted by Rule 134 under the Securities Act or (iii) information
that describes the final terms of the Notes or their offering and that is included in the Final Term Sheet of the Company contemplated
in Section 3(f).
(h) Notice of Inability to Use Automatic
Shelf Registration Statement Form. If at any time during the Prospectus Delivery Period, the Company receives from the Commission
a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form,
the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective
amendment on the proper form relating to the Notes, in a form satisfactory to the Representatives, (iii) use its best efforts to
cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives
of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes
to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the
Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement
or post-effective amendment, as the case may be.
(i) Renewal Deadline. If immediately
prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of
the Notes remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline file, if it has not already done so and is
eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form satisfactory to the Representatives.
If the Company is no longer eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline,
if it has not already done so, file a new shelf registration statement relating to the Notes, in a form satisfactory to the Representatives,
and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline.
The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated
in the expired registration statement. References herein to the Registration Statement shall include such new automatic shelf registration
statement or such new shelf registration statement, as the case may be.
(j) Filing Fees. The Company agrees
to pay the required Commission filing fees relating to the Notes within the time required by and in accordance with Rule 456(b)(1) and
457(r) of the Securities Act.
(k) Blue Sky Compliance. The Company
will reasonably cooperate with the Representatives to qualify the Notes for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for
the offering and resale of the Notes; provided that the Company shall not be required to (i) qualify as a foreign corporation
or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file
any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if
it is not otherwise so subject.
(l) Earnings Statement. The Company
will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement (which need not be
audited) in reasonable detail, complying with the requirements of Section 11(a) of the Securities Act and the Rule 158
under the Securities Act.
(m) Clear
Market. During the period from the date hereof through and including the Closing Date, the Company will not, without the prior written
consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued by the Company and having
a tenor of more than one year; provided that, for the avoidance of doubt, such restriction
shall not apply to any redemption or repurchase by the Company of any of its debt securities.
(n) Use of Proceeds. The Company will
apply the net proceeds from the sale of the Notes as described in the Preliminary Prospectus and the Prospectus under the heading “Use
of Proceeds”.
(o) DTC. The Company will assist the
Underwriters in arranging for the Global Notes to be eligible for clearance and settlement through the Depositary.
(p) No Stabilization. The Company has
not taken, in connection with the offering of the Notes, and will not take, directly or indirectly, any action designed to or that could
reasonably be expected to cause or result in any stabilization or manipulation of the price of the Notes.
(q) Filing of Exchange Act Documents.
For so long as any of the Notes remain unsold by the Underwriters, the Company will file promptly all reports and any definitive proxy
or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act.
5. Conditions of Underwriters’ Obligations.
The obligations of the several Underwriters to purchase Notes on the Closing Date as provided herein are subject to the performance by
the Company of its respective covenants and other obligations hereunder and to the following additional conditions:
(a) Representations and Warranties.
The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing
Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and
correct on and as of the Closing Date.
(b) No Downgrade. Subsequent to the
Execution Time, (i) no downgrading shall have occurred in the rating accorded the Notes or any other debt securities or preferred
stock issued by the Company by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62)
of the Exchange Act); and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has
changed its outlook with respect to, its rating of any debt securities or preferred stock issued by the Company (other than an announcement
with positive implications of a possible upgrading).
(c) No Material Adverse Change. Subsequent
to the Execution Time, no event or condition of a type described in Section 3(l) hereof shall have occurred or shall exist,
which event or condition is not described in the Disclosure Package and the Prospectus (excluding any amendment or supplement thereto
or any document filed with the Commission after the date hereof and incorporated by reference therein) and the effect of which in the
judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes on the
terms and in the manner contemplated by this Agreement and the Disclosure Package and the Prospectus.
(d) Officer’s Certificate. The
Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific
knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has
carefully reviewed the Disclosure Package and the Prospectus and, to the knowledge of such officer, the representations set forth in paragraphs
(a) and (b) of Section 3 hereof are true and correct, (ii) confirming that the other representations and warranties
of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions
on its part to be performed or satisfied hereunder at or prior to the Closing Date, (iii) confirming that the Company has received
no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or
threatened by the Commission, (iv) confirming that the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of
the Securities Act objecting to use of the automatic shelf registration statement form, and (v) to the effect set forth in paragraphs
(a) through (c) above.
(e) Comfort Letters. On the date of
this Agreement and on the Closing Date, (i) Ernst & Young LLP shall have furnished to the Representatives, at the request
of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably
satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort
letters” to Underwriters with respect to the financial statements and certain financial information of the Company contained or
incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus; provided that the letter
delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date, and (ii) KPMG
LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof
and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information
of the type customarily included in accountants’ “comfort letters” with respect to the financial statements and certain
financial information of the Sellers contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus
and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than
three business days prior to the Closing Date.
(f) Opinions of Counsel for the Company.
On the Closing Date, each of Kirkland & Ellis LLP and Morgan, Lewis & Bockius LLP, as counsel for the Company and at
the request of the Company, and the General Counsel of the Company shall have furnished to the Representatives, their written opinions
dated the Closing Date and addressed to the Underwriters, substantially in the forms attached as Exhibits B, C, D and E hereto.
(g) Opinion of Counsel for the Underwriters.
The Representatives shall have received on and as of the Closing Date an opinion of Simpson Thacher & Bartlett LLP, counsel for
the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such
documents and information as they may reasonably request to enable them to pass upon such matters.
(h) No Legal Impediment to Issuance.
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state
or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Notes, and no
injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance
or sale of the Notes.
(i) Good Standing. The Representatives
shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company, EQT Capital Corporation,
EQT Investments Holdings, LLC, EQT Production Company and EQT Gathering LLC in their respective jurisdictions of organization and their
good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form
of telecommunication, from the appropriate governmental authorities of such jurisdictions.
(j) Effectiveness of Registration Statement.
The Registration Statement shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the
Registration Statement shall have been issued under the Securities Act and no proceedings for that purpose or pursuant to Section 8A
of the Securities Act shall have been instituted or be pending or threatened by the Commission, any request on the part of the Commission
for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters and the Company
shall not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of
the automatic shelf registration statement form. The Preliminary Prospectus and the Prospectus shall have been filed with the Commission
in accordance with Rule 424(b) (or any required post-effective amendment providing such information shall have been filed and
declared effective in accordance with the requirements of Rule 430A).
(k) The Depositary. The Notes shall
be eligible for clearance and settlement through the Depositary, Clearstream Banking and the Euroclear System.
(l) Reserve Letters. On the date of
this Agreement and on the Closing Date, (i) Netherland, Sewell and Associates, Inc. shall have furnished to the Representatives
a reserve report confirmation letter, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance
reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in such letters
to underwriters with respect to the reserve and other operational information of the Company contained or incorporated by reference in
the Preliminary Prospectus, Disclosure Package and the Prospectus and (ii) Cawley, Gillespie & Associates, Inc. shall
have furnished to the Representatives a reserve report confirmation letter, dated the respective dates of delivery thereof and addressed
to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the
type customarily included in such letters to underwriters with respect to the reserve and other operational information of the Upstream
Seller contained or incorporated by reference in the Preliminary Prospectus, Disclosure Package and the Prospectus.
(m) Chief Accounting Officer Certificates.
If requested by the Representatives, on the date of this Agreement and on the Closing Date, the Company shall have furnished to the Representatives
a certificate, dated the respective dates of delivery thereof and addressed to the Representatives, of its Chief Accounting Officer with
respect to certain financial data contained in the Registration Statement, the Preliminary Prospectus and the Prospectus, providing “management
comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.
(n) Indenture and Notes. The Indenture
shall have been duly executed and delivered by a duly authorized officer of the Company and the Trustee, and the Notes shall have been
duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the Trustee.
(o) Additional Documents. On or prior
to the Closing Date, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives
may reasonably request.
All opinions, letters, certificates and evidence
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to counsel for the Underwriters.
6. Indemnification and Contribution.
(a) Indemnification of the Underwriters.
The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred
in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that
arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact
contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus
(or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by any Underwriter
through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer
Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and
agreed that the only information furnished by any Underwriter through the Representatives consists of the information described as such
in Section 6(b) hereof.
(b) Indemnification of the Company.
Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity
set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based
upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information
relating to such Underwriter furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the
Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or
the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the
following information in the Preliminary Prospectus and the Prospectus: the third paragraph under the caption “Underwriting”
in the Prospectus, the third sentence of the seventh paragraph under the caption “Underwriting” in the Prospectus and the
eighth and ninth paragraphs under the caption “Underwriting” in the Prospectus.
(c) Notice and Procedures. If any suit,
action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any
person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified
Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”)
in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have
under this Section 6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it
from any liability that it may have to an Indemnified Person otherwise than under this Section 6. If any such proceeding shall be
brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person
shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to
indemnification pursuant to this Section 6 that the Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall
have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to
the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding
or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate
firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing
by the Representatives and any such separate firm for the Company and any control persons of the Company shall be designated in writing
by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent
(which consent shall not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement
or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person
reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be
liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than
30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified
Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent
of the Indemnified Person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding
in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does
not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
(d) Contribution. If the indemnification
provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified
Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages
or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand
and the Underwriters on the other from the offering of the Notes or (ii) if the allocation provided by clause (i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also
the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as
the net proceeds (before deducting expenses) received by the Company from the sale of the Notes and the total discounts and commissions
received by the Underwriters in connection therewith, as provided in this Agreement, bear to the aggregate offering price of the Notes.
The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
(e) Limitation on Liability. The Company
and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such
action or claim. Notwithstanding the provisions of this Section 6, in no event shall an Underwriter be required to contribute any
amount in excess of the amount by which the total discounts and commissions received by such Underwriter with respect to the offering
of the Notes exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations to contribute pursuant to this Section 6 are several in proportion to their respective purchase obligations hereunder
and not joint.
(f) Non-Exclusive Remedies. The remedies
provided for in this Section 6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.
7. Termination. This Agreement may be terminated
in the absolute discretion of the Representatives, by notice to the Company, if after the Execution Time and prior to the Closing Date
(i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market;
(ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter
market; (iii) there shall have occurred a material disruption of securities settlement or clearance services; (iv) a general
moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (v) there shall
have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or
outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable
to proceed with the offering, sale or delivery of the Notes on the terms and in the manner contemplated by this Agreement and the Disclosure
Package and the Prospectus.
8. Defaulting Underwriter.
(a) If, on the Closing Date, any Underwriter
defaults on its obligation to purchase the Notes that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their
discretion arrange for the purchase of such Notes by other persons satisfactory to the Company on the terms contained in this Agreement.
If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such
Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting
Underwriters to purchase such Notes on such terms. If other persons become obligated or agree to purchase the Notes of a defaulting Underwriter,
either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect
any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement,
any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or in any other document or arrangement, and the Company
agrees to promptly prepare any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary
Prospectus or the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for
all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this
Section 8, purchases Notes that a defaulting Underwriter agreed but failed to purchase.
(b) If, after giving effect to any arrangements
for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided
in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase
the principal amount of Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based
on the principal amount of Notes that such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters
for which such arrangements have not been made.
(c) If, after giving effect to any arrangements
for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided
in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate
principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement
shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 8
shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses
as set forth in Section 9 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in
effect.
(d) Nothing contained herein shall relieve
a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
9. Payment of Expenses.
(a) Whether or not the transactions contemplated
by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses
incident to the performance of its obligations hereunder, including, without limitation, (i) the costs incident to the authorization,
issuance, sale, preparation and delivery of the Notes and any taxes payable in that connection; (ii) the costs incident to the preparation,
printing and filing of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts),
each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and the
distribution thereof; (iii) the costs of reproducing and distributing each of the documents relating to this offering; (iv) the
fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with
the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as
the Representatives may designate and the preparation, printing and distribution of a Blue Sky Survey (including the related fees and
expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Notes; (vii) the fees and
expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) the filing
fees and expenses (including up to $20,000 of legal fees and disbursements) incident to securing any required review by the Financial
Industry Regulatory Authority of the terms of the sale of the Notes; (ix) all expenses and application fees incurred in connection
with the approval of the Notes for book-entry transfer by DTC; (x) all expenses incurred by the Company in connection with any “road
show” presentation to potential investors and (xi) all other fees, costs and expenses referred to in Item 14 of Part II
of the Registration Statement.
(b) If (i) this Agreement is terminated
pursuant to Section 7 prior to the Closing Date, (ii) the Company for any reason fails to tender the Notes for delivery to the
Underwriters on the Closing Date or (iii) the Underwriters decline to purchase the Notes for any reason permitted under this Agreement
on the Closing Date, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable
fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated
hereby. Otherwise, the Underwriters shall pay their own expenses, including the fees and expenses of their counsel.
10. Persons Entitled to Benefit of Agreement.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and any controlling
persons referred to herein, and the affiliates, officers and directors of each Underwriter referred to in Section 6 hereof. Nothing
in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein. No purchaser of Notes from any Underwriter shall be deemed to be a successor
merely by reason of such purchase.
11. Survival. The respective indemnities,
rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or
made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall
survive the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any termination of this Agreement
or any investigation made by or on behalf of the Company or the Underwriters.
12. Certain Defined Terms. For purposes
of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405
under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or
required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under
the Securities Act.
13. Compliance with USA Patriot Act. In
accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters
are required to obtain, verify and record information that identifies their respective clients, including the Company, which information
may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly
identify their respective clients.
14. Miscellaneous.
(a) Authority of the Representatives.
Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken
by the Representatives shall be binding upon the Underwriters.
(b) Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives, c/o J.P. Morgan
Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk, Telephone: 212-834-4533, Facsimile:
212-834-608; c/o 1221 Avenue of the Americas, 6th Floor, New York, New York 10020; c/o MUFG Securities Americas Inc., Attention:
Capital Markets Group, fax: (646) 434-3455; c/o TD Securities (USA) LLC, 1 Vanderbilt Avenue, 11th Floor, New York, New York 10017, Attention:
Transaction Advisory, Email: USTransactionAdvisory@tdsecurities.com; and c/o Wells Fargo Securities, LLC, 550 South Tryon Street, 5th
Floor, Charlotte, North Carolina 28202, Attention: Transaction Management, Email: tmgcapitalmarkets@wellsfargo.com. Notices to the Company
shall be given to EQT Corporation, EQT Plaza, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222; Attention: William
E. Jordan, Executive Vice President and General Counsel.
(c) Governing Law and Consent to Jurisdiction.
This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or
the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States
of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County
of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except
for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding
(a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding.
Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of
process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to
the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead
or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.
(d) Waiver of Jury Trial. The Company
hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby.
(e) Entire Agreement and Counterparts.
This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same
Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like
import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic
signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and
the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. Counterparts may be delivered via facsimile,
electronic mail (including any electronic signature covered by the Electronic Signatures in Global and National Commerce Act of 2000,
Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law (e.g., www.docusign.com)) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be legally valid, effective
and enforceable for all purposes.
(f) Amendments or Waivers. No amendment
or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective
unless the same shall be in writing and signed by the parties hereto.
(g) Headings. The headings herein are
included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
(h) Partial Unenforceability. The invalidity
or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other
Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid
or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.
15. Recognition of U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that
is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this
Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United
States or a state of the United States.
(b) In the event that any Underwriter that
is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the
United States or a state of the United States.
As used in this Section 15:
“BHC Act Affiliate” has the meaning assigned
to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
|
(i) |
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); |
|
(ii) |
a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or |
|
(iii) |
a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). |
“Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means
each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature Page Follows]
If the foregoing is in accordance with your understanding,
please indicate your acceptance of this Agreement by signing in the space provided below.
|
Very truly yours, |
|
|
EQT CORPORATION |
|
|
|
|
By |
/s/
Jeremy T. Knop |
|
|
Name: |
Jeremy T. Knop |
|
|
Title: |
Chief Financial Officer |
Accepted as of the date first above written:
J.P. MORGAN SECURITIES LLC
MUFG SECURITIES AMERICAS INC.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC
For themselves and on behalf of the
several Underwriters listed
in Schedule 1 hereto.
J.P. MORGAN SECURITIES LLC
By: |
/s/ Stephen L.
Sheiner |
|
Name: Stephen L. Sheiner |
|
Title: Executive Director |
|
MUFG SECURITIES AMERICAS INC.
By: |
/s/ Richard Testa |
|
Name: Richard Testa |
|
Title: Managing
Director |
|
TD SECURITIES (USA) LLC
By: |
/s/ Luiz Lanfredi |
|
Name: Luiz Lanfredi |
|
Title: Director |
|
WELLS FARGO SECURITIES, LLC
By: |
/s/ Carolyn Hurley |
|
Name: Carolyn Hurley |
|
Title: Managing
Director |
|
SCHEDULE 1
Underwriter | |
Principal Amount of Notes | |
J.P. Morgan Securities LLC | |
$ | 95,625,000 | |
MUFG Securities Americas Inc. | |
$ | 76,875,000 | |
TD Securities (USA) LLC | |
$ | 76,875,000 | |
Wells Fargo Securities, LLC | |
$ | 76,875,000 | |
Mizuho Securities USA LLC | |
$ | 52,500,000 | |
PNC Capital Markets LLC | |
$ | 52,500,000 | |
RBC Capital Markets, LLC | |
$ | 52,500,000 | |
BofA Securities, Inc. | |
$ | 45,000,000 | |
Citigroup Global Markets Inc. | |
$ | 45,000,000 | |
Scotia Capital (USA) Inc. | |
$ | 28,125,000 | |
SMBC Nikko Securities America, Inc. | |
$ | 28,125,000 | |
Truist Securities, Inc. | |
$ | 28,125,000 | |
U.S. Bancorp Investments, Inc. | |
$ | 28,125,000 | |
WauBank Securities LLC | |
$ | 18,750,000 | |
Citizens JMP Securities, LLC | |
$ | 15,000,000 | |
M&T Securities, Inc. | |
$ | 15,000,000 | |
BNY Mellon Capital Markets, LLC | |
$ | 7,500,000 | |
BOK Financial Securities, Inc. | |
$ | 7,500,000 | |
Total | |
$ | 750,000,000 | |
ANNEX I
Issuer
Free Writing Prospectuses
Final Term Sheet dated January 17, 2024, in the form attached
to this Agreement as Exhibit A
ANNEX II
Company
Additional Written Communications
None.
EXHIBIT A
final
term sheet
EXHIBIT B
OPINION OF KIRKLAND & ELLIS LLP
EXHIBIT C
NEGATIVE ASSURANCE LETTER OF KIRKLAND &
ELLIS LLP
EXHIBIT D
OPINION OF MORGAN, LEWIS & BOCKIUS
LLP
EXHIBIT E
OPINION OF THE GENERAL COUNSEL
Exhibit 4.3
EQT CORPORATION
as Issuer
and
THE BANK OF NEW YORK MELLON,
as Trustee
SEVENTEENTH SUPPLEMENTAL INDENTURE
Dated as of January 19, 2024
to
INDENTURE
Dated as of March 18, 2008
5.750%
Senior Notes due 2034
TABLE OF CONTENTS
Page |
|
|
|
ARTICLE 1. |
|
DEFINITIONS |
|
Section 1.1 |
Definition of Terms |
2 |
|
|
|
ARTICLE 2. |
|
GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES |
|
Section 2.1 |
Designation and Principal Amount |
4 |
Section 2.2 |
Maturity |
4 |
Section 2.3 |
Further Issues |
4 |
Section 2.4 |
Form of Payment |
4 |
Section 2.5 |
Global Securities |
4 |
Section 2.6 |
Interest |
4 |
Section 2.7 |
Reserved |
5 |
Section 2.8 |
Authorized Denominations |
5 |
Section 2.9 |
Redemption |
5 |
Section 2.10 |
Limitation on Liens |
5 |
Section 2.11 |
Limitation on Sale and Leaseback Transactions |
7 |
Section 2.12 |
Merger, Consolidation and Sale of Assets |
8 |
Section 2.13 |
Events of Default |
8 |
Section 2.14 |
Appointment of Agents |
10 |
Section 2.15 |
Defeasance upon Deposit of Moneys or U.S. Government Obligations |
10 |
|
|
|
ARTICLE 3. |
|
FORM OF NOTES |
|
Section 3.1 |
Form of Senior Notes |
10 |
|
|
|
ARTICLE 4. |
|
ORIGINAL ISSUE OF NOTES |
|
|
Section 4.1 |
Original Issue of Senior Notes |
10 |
ARTICLE 5. |
|
MISCELLANEOUS |
|
Section 5.1 |
Ratification of Indenture |
10 |
Section 5.2 |
Trustee Not Responsible for Recitals |
11 |
Section 5.3 |
Governing Law |
11 |
Section 5.4 |
Separability |
11 |
Section 5.5 |
Counterparts |
11 |
Exhibit A
– Form of Senior Notes |
A-1 |
SEVENTEENTH
SUPPLEMENTAL INDENTURE, dated as of January 19, 2024 (this “Seventeenth Supplemental Indenture”), between
EQT Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, having its principal office
at EQT Plaza, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222 (the “Company”), and The Bank of New York
Mellon, a New York banking corporation, as trustee (the “Trustee”).
WHEREAS,
the Company, as successor, and the Trustee executed and delivered the indenture, dated as of March 18, 2008 (the “Base Indenture”,
as supplemented by a Second Supplemental Indenture, dated as of June 30, 2008, and by this Seventeenth Supplemental Indenture, the
“Indenture”), to provide for the issuance of the Company’s debt securities (the “Securities”), to be issued
in one or more series;
WHEREAS,
pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of a new series of its notes under
the Base Indenture to be known as its “5.750% Senior Notes due 2034” (the “Senior Notes”), the form and substance
and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Seventeenth Supplemental
Indenture;
WHEREAS,
the Board of Directors of the Company or the Special Financing Transactions Committee of the Board of Directors of the Company, as applicable,
pursuant to resolutions duly adopted on January 4, 2024 and January 17, 2024, has duly authorized the issuance of the Senior
Notes, and has authorized the proper officers of the Company to execute any and all appropriate documents necessary or appropriate to
effect each such issuance;
WHEREAS,
this Seventeenth Supplemental Indenture is being entered into pursuant to the provisions of Section 14.01 of the Base Indenture;
WHEREAS,
the Company has requested that the Trustee execute and deliver this Seventeenth Supplemental Indenture; and
WHEREAS,
all things necessary to make this Seventeenth Supplemental Indenture a valid and legally binding agreement of the Company, in accordance
with its terms, and to make the Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid
and legally binding obligations of the Company, have been performed, and the execution and delivery of this Seventeenth Supplemental
Indenture has been duly authorized in all respects.
NOW
THEREFORE, in consideration of the premises and the purchase and acceptance of the Senior Notes by the Holders thereof, and
for the purpose of setting forth, as provided in the Base Indenture, the forms and terms of the Senior Notes, the Company covenants and
agrees, with the Trustee, as follows:
ARTICLE 1.
DEFINITIONS
Section 1.1 Definition
of Terms. Unless the context otherwise requires:
(a) each
term defined in the Base Indenture has the same meaning when used in this Seventeenth Supplemental Indenture;
(b) the
singular includes the plural and vice versa;
(c) headings
are for convenience of reference only and do not affect interpretation; and
(d) a
reference to a Section or Article is to a Section or Article of this Seventeenth Supplemental Indenture unless otherwise
indicated.
(e) The
following terms have the meanings given to them in this Section 1.1(e):
(i) “Attributable
Debt” in respect of a Sale and Leaseback Transaction means, as of any particular time, the present value (discounted at the rate
of interest implicit in the terms of the lease involved in such Sale and Leaseback Transaction, as determined in good faith by the Company)
of the obligation of the lessee thereunder for net rental payments (excluding, however, any amounts required to be paid by such lessee,
whether or not designated as rent or additional rent, on account of maintenance and repairs, services, insurance, taxes, assessments,
water rates or similar charges and any amounts required to be paid by such lessee thereunder contingent upon monetary inflation or the
amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of
such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).
(ii) “Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or
required by law to close.
(iii) “Consolidated
Net Tangible Assets” means the aggregate amount of assets of the Company and its consolidated Subsidiaries (less applicable reserves)
after deducting therefrom (x) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like
intangibles and (y) all current liabilities except for current maturities of long-term debt, current maturities of capitalized lease
obligations, indebtedness for borrowed money having a maturity of less than 12 months from the date of the most recent audited consolidated
balance sheet of the Company, but which by its terms is renewable or extendable beyond 12 months from such date at the option of the
borrower and deferred income taxes which are classified as current liabilities, all as of the end of the most recently completed quarterly
accounting period of the Company for which financial information is available prior to the time as of which “Consolidated Net Tangible
Assets” is being determined.
(iv) “Credit
Agreement” means the Third Amended and Restated Credit Agreement, dated as of June 28, 2022, and effective on or about the
date of this Seventeenth Supplemental Indenture, by and among the Company, as borrower, and the commercial lending institutions and other
parties that are agents and lenders thereunder, as amended, restated, modified, supplemented, extended, renewed, refunded, replaced or
refinanced in whole or in part from time to time with one or more credit facilities or term loans of the Company or its Subsidiaries.
(v) “Debt”
means indebtedness for borrowed money.
(vi) “DTC”
shall have the meaning assigned to it in Section 2.5.
(vii) “Electronic
Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by
the Trustee as available for use in connection with its services hereunder.
(viii) “Event
of Default” shall have the meaning assigned to it in Section 2.13.
(ix) “Incurrence
Time” shall have the meaning assigned to it in Section 2.10(b).
(x) “Lien”
means any mortgage, pledge, security interest or lien.
(xi) “Person”
means, except as otherwise provided, any individual, corporation, partnership, joint venture, trust, unincorporated organization or government
or any agency or political subdivision thereof.
(xii) “Principal
Property” means any manufacturing plant or production, transportation or marketing facility or other similar facility located within
the United States (other than its territories and possessions) and owned by, or leased to, the Company or any Restricted Subsidiary,
the book value of the real property, plant and equipment of which (as shown, without deduction of any depreciation reserves, on the books
of the owner or owners) is not less than 1.5% of Consolidated Net Tangible Assets as of the date on which such facility is acquired or
a leasehold interest therein is acquired.
(xiii) “Restricted
Subsidiary” means any Subsidiary substantially all the property of which is located, or substantially all the business of which
is carried on, within the United States (other than its territories and possessions) which shall at the time, directly or indirectly,
through one or more Subsidiaries or in combination with one or more other Subsidiaries or the Company, own or be a lessee of a Principal
Property.
(xiv) “Sale
and Leaseback Transaction” shall have the meaning assigned to it in Section 2.11.
(xv) “Subsidiary”
means, with respect to the Company, a corporation of which more than 50% of the total voting power of the capital stock entitled (without
regard to the occurrence of any contingency) to vote in the election of its directors is owned, directly or indirectly, by the Company
or by one or more other Subsidiaries or by the Company and one or more other Subsidiaries.
ARTICLE 2.
GENERAL
TERMS AND CONDITIONS OF THE SENIOR NOTES
Section 2.1 Designation
and Principal Amount. There is hereby authorized and established a new series of Securities under the Base Indenture, designated
as the “5.750% Senior Notes due 2034”, which is not limited in aggregate principal amount. The initial aggregate principal
amount of the Senior Notes to be issued under this Seventeenth Supplemental Indenture shall be limited to $750,000,000. Any additional
amounts of such series to be issued shall be set forth in a Company Order.
Section 2.2 Maturity.
The stated maturity of principal for the Senior Notes will be February 1, 2034 (the “Stated Maturity Date”).
Section 2.3 Further
Issues. The Company may at any time and from time to time, without notice to or the consent of the Holders of the Senior Notes, issue
additional notes of such series. Any such additional notes will have the same ranking, interest rate, maturity date and other terms as
the Senior Notes (except, as applicable, for the issue date, the issue price, the initial interest payment date and corresponding record
date and the date from which interest thereon will begin to accrue). Any such additional notes, together with the Senior Notes herein
provided for, will constitute a single series of Securities under the Indenture; provided, that any such additional notes that are not
fungible with the Senior Notes for U.S. Federal income tax purposes will have a separate CUSIP, ISIN and/or other identifying number,
if applicable, than the Senior Notes.
Section 2.4 Form of
Payment. Principal of, premium, if any, and interest on the Senior Notes shall be payable in U.S. dollars.
Section 2.5 Global
Securities. Upon the original issuance, the Senior Notes will be represented by one or more Global Securities. The Company will deposit
the Global Securities with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and
register the Global Securities in the name of DTC or its nominee.
Section 2.6 Interest.
The Senior Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from January 19,
2024 at the rate of 5.750% per annum, payable semiannually in arrears. Interest on the Senior Notes will be payable on February 1
and August 1 of each year (each, an “Interest Payment Date”), commencing on August 1, 2024, to the Persons in whose
names the Senior Notes are registered at the close of business on the January 15 or July 15 (whether or not a Business Day),
as the case may be, preceding the relevant Interest Payment Date. Interest payable on each Interest Payment Date will include interest
accrued from January 19, 2024 or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
Section 2.7 Reserved.
Section 2.8 Authorized
Denominations. The Senior Notes shall be issuable in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
Section 2.9 Redemption.
The Senior Notes are subject to redemption at the option of the Company as set forth in the form of Senior Note attached hereto as Exhibit A.
Section 2.10 Limitation
on Liens.
(a) Except
as otherwise provided in clauses (i) through (ix) below or in subsection (b) of this section, the Company shall not, and
shall not permit any Restricted Subsidiary to, issue, assume or guarantee any Debt secured by a Lien upon any Principal Property of the
Company or of any Restricted Subsidiary or upon any shares of stock or Debt issued by any Restricted Subsidiary, whether now owned or
hereafter acquired, without in any such case effectively providing that the Senior Notes together with, if the Company shall so determine,
any other indebtedness of or guaranty by the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinated
to the Senior Notes, shall be secured equally and ratably with (or, at the option of the Company, prior to) such secured Debt, so long
as such Debt shall be so secured; provided, however, that nothing in this Section 2.10 shall prevent, restrict or apply to
(and there shall be excluded from secured Debt in any computation under this Section 2.10) Debt secured by:
(i) Liens
on property of, or shares of stock or Debt issued by, any Subsidiary existing at the time such Subsidiary becomes a Restricted Subsidiary;
provided, that such Lien shall not have been incurred in connection with the transfer by the Company or a Restricted Subsidiary of a
Principal Property to such Subsidiary unless the Company, within 180 days of the effective date of such transfer, applies or causes a
Restricted Subsidiary to apply an amount equal to the fair value, as determined by the Company’s Board of Directors, of such Principal
Property at the time of such transfer, to the prepayment or retirement of Senior Notes or other Debt of the Company (other than Debt
subordinated to the Senior Notes), or Debt of any Restricted Subsidiary (other than Debt owed to the Company or any Restricted Subsidiary),
having a stated maturity (x) more than 12 months from the date of such application or (y) which is extendable at the option
of the obligor thereon to a date more than 12 months from the date of such application;
(ii) Liens
on any property, shares of stock or Debt existing at the time of acquisition thereof by the Company or a Restricted Subsidiary (including
acquisition through merger or consolidation) or Liens to secure the payment of all or any part of the purchase price or construction
cost thereof or securing any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property, shares
of stock or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the
purchase price or construction cost thereof;
(iii) Liens
on any property to secure all or any part of the cost of development, construction, alteration, repair or improvement of all or any portion
of such property, or to secure Debt incurred prior to, at the time of, or within 180 days after, the completion of such development,
construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost;
(iv) Liens
which secure Debt owed by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or by the Company to a Restricted
Subsidiary so long as the Debt is held by the Company or a Restricted Subsidiary;
(v) Liens
securing indebtedness of a corporation or other Person which becomes a successor of the Company in accordance with the provisions of
Section 6.04 of the Base Indenture and Section 2.12 hereof other than Debt incurred by such corporation or other Person
in connection with a consolidation, merger or sale of assets in accordance with Section 6.04 of the Base Indenture and Section 2.12
hereof;
(vi) Liens
on property of the Company or a Restricted Subsidiary in favor of the United States or any state thereof, or any department, agency or
instrumentality or political subdivision of the United States or any state thereof, or in favor of any other country or any political
subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness
incurred or guaranteed for the purpose of financing all or any part of the purchase price or the cost of construction, alteration, repair
or improvement of the property subject to such Liens (including but not limited to Liens incurred in connection with pollution control,
industrial revenue or similar financing), or in favor of any trustee or mortgagee for the benefit of holders of indebtedness of any such
entity incurred for any such purpose;
(vii) Liens
securing Debt which is payable, both with respect to principal and interest, solely out of the proceeds of oil, gas, coal or other minerals
to be produced from the property subject thereto and to be sold or delivered by the Company or a Subsidiary, including any interest of
the character commonly referred to as a “production payment”;
(viii) Liens
created or assumed by a Subsidiary on oil, gas, coal or other mineral property, owned or leased by a Subsidiary, to secure Debt of such
Subsidiary for the purpose of developing such property, including any interest of the character commonly referred to as a “production
payment”; provided, however, that neither the Company nor any Subsidiary shall assume or guarantee such Debt or otherwise be liable
in respect thereof; and
(ix) any
extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to
in the foregoing clauses (i) to (viii), inclusive, or of any Debt secured thereby; provided, that such extension, renewal or replacement
Lien shall be limited to all or any part of the same property that secured the Lien extended, renewed or replaced (plus any improvements
and construction on such property), or to other property of the Company or its Restricted Subsidiaries not subject to the limitations
of this Section 2.10, and shall secure no larger amount of Debt than that which had been so secured at the time of such extension,
renewal or replacement (plus any premium or fee payable in connection therewith) and, in the case of clause (iv), that the Debt being
secured thereby is being secured for the same type of Person as the Debt being replaced.
(b) Notwithstanding
the foregoing provisions of this Section 2.10, the Company and any one or more Restricted Subsidiaries may issue, assume
or guarantee Debt secured by a Lien without equally and ratably securing the Senior Notes if at the time of such issuance, assumption
or guarantee (the “Incurrence Time”) the aggregate amount of such Debt plus all other Debt of the Company and its Restricted
Subsidiaries secured by Liens (other than Debt permitted to be secured under clauses (i) through (ix) above) which would otherwise
be subject to the foregoing restrictions after giving effect to the retirement of any Debt which is concurrently being retired, plus
the aggregate Attributable Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale and Leaseback
Transactions permitted by subsections (a) and (b) of Section 2.11) entered into after the date of this Seventeenth
Supplemental Indenture and in existence at the Incurrence Time (less the aggregate amount of proceeds of such Sale and Leaseback Transactions
which shall have been applied in accordance with subsection (c) of Section 2.11), does not exceed the greater of (i) $2.5
billion and (ii) 15% of Consolidated Net Tangible Assets; provided that to the extent the aggregate amount of any such Debt exceeds
clause (ii) above but does not exceed clause (i), such incremental amount of Debt may only be Debt under the Credit Agreement.
Section 2.11 Limitation
on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any arrangement
after the date of this Seventeenth Supplemental Indenture with any bank, insurance company or other lender or investor (other than the
Company or another Restricted Subsidiary) providing for the leasing as lessee by the Company or a Restricted Subsidiary of any Principal
Property (except a lease for a term not to exceed three years by the end of which term it is intended that the use of such Principal
Property by the lessee will be discontinued and a lease which secures or relates to industrial revenue or pollution control bonds or
similar financing), which was or is owned by the Company or a Restricted Subsidiary and which has been or is to be sold or transferred
by the Company or a Restricted Subsidiary to such Person, more than 180 days after the completion of construction and commencement of
full operation of such property by the Company or such Restricted Subsidiary, to such lender or investor or to any Person to whom funds
have been or are to be advanced by such lender or investor on the security of such Principal Property (herein called a “Sale and
Leaseback Transaction”) unless:
(a) the
Company or such Restricted Subsidiary would, at the time of entering into such arrangement, be entitled pursuant to clauses (i) through
(ix) of subsection (a) of Section 2.10, without equally and ratably securing the Senior Notes, to issue, assume
or guarantee Debt secured by a Lien on such Principal Property in the amount of the Attributable Debt arising from such Sale and Leaseback
Transaction;
(b) the
Attributable Debt of the Company and its Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale
and Leaseback Transactions entered into after the date of this Seventeenth Supplemental Indenture (other than such Sale and Leaseback
Transactions as are permitted by subsection (a) or (c) of this Section 2.11), plus the aggregate principal amount
of Debt secured by Liens on Principal Properties then outstanding (not including any such Debt secured by Liens described in clauses
(i) through (ix) of subsection (a) of Section 2.10) which do not equally and ratably secure the Senior Notes,
would not exceed 15% of Consolidated Net Tangible Assets; or
(c) the
Company, within 180 days after any such sale or transfer, applies or causes a Restricted Subsidiary to apply an amount equal to the greater
of the net proceeds of such sale or transfer or the fair value, as determined by the Company’s Board of Directors, of the Principal
Property so sold and leased back at the time of entering into such Sale and Leaseback Transaction to either (or a combination of) (A) the
prepayment or retirement of Senior Notes or other Debt of the Company (other than Debt subordinated to the Senior Notes), or Debt of
any Restricted Subsidiary (other than Debt owed to the Company or any Restricted Subsidiary), or (B) the purchase, construction
or development of other property used or useful in the business of the Company .
Notwithstanding the foregoing, where the Company
or any Restricted Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable Debt shall not include any Debt resulting
from the guarantee by the Company or any other Restricted Subsidiary of the lessee’s obligation thereunder.
Section 2.12 Merger,
Consolidation and Sale of Assets. In addition to the covenants provided in Section 6.04 of the Base Indenture, the Company will
not consolidate or merge with or into any other entity, or sell other than for cash or lease its assets substantially as an entirety
to another entity, or purchase the assets of another entity substantially as an entirety, if, as a result of any such consolidation,
merger, sale, lease or purchase, properties or assets of the Company would become subject to a lien which would not be permitted by the
Indenture, unless the Company or such successor Person, as the case may be, takes such steps as are necessary to effectively secure the
Senior Notes equally and ratably with (or prior to) all indebtedness secured thereby.
Section 2.13 Events
of Default. The term “Event of Default” with respect to the Senior Notes shall mean only:
(a) the
failure of the Company to pay any installment of interest on the Senior Notes when and as the same shall become payable, which failure
shall have continued unremedied for a period of 30 days;
(b) the
failure of the Company to pay the principal of (and premium, if any, on) the Senior Notes, when and as the same shall become payable,
whether at maturity or by call for redemption;
(c) the
failure of the Company, subject to the provisions of Section 6.06 of the Base Indenture, to perform any covenants or agreements
contained in the Indenture (other than a covenant or agreement which has been expressly included in the Indenture solely for the benefit
of a series of Securities other than the Senior Notes and other than a covenant or agreement a default in the performance of which is
specifically addressed elsewhere in this Section 2.13), which failure shall not have been remedied, or without provision
deemed to be adequate for the remedying thereof having been made, for a period of 90 days after written notice shall have been given
to the Company by the Trustee or shall have been given to the Company and the Trustee by Holders of 25% or more in aggregate principal
amount of the Senior Notes then Outstanding, specifying such failure, requiring the Company to remedy the same and stating that such
notice is a “Notice of Default” hereunder;
(d) default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness
for money borrowed by the Company or any Subsidiary in an aggregate principal amount in excess of $200,000,000 whether such indebtedness
now exists or shall hereafter be created, which default shall constitute a failure to pay any portion of the principal of such indebtedness
when due and payable after the expiration of any applicable grace period with respect thereto or shall have resulted in such indebtedness
becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled, which continues for a period of 30 days after written
notice shall have been given to the Company by the Trustee or shall have been given to the Company and the Trustee by Holders of 25%
or more in aggregate principal amount of the Senior Notes then Outstanding, specifying such default, requiring the Company to remedy
the same and stating that such notice is a “Notice of Default” hereunder;
(e) the
entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company in an involuntary case
under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or
similar official) of the Company or of substantially all the property of the Company or ordering the winding-up or liquidation of its
affairs and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or
(f) the
commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company to the entry of
an order for relief in an involuntary case under any such law, or the consent by the Company to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company or of substantially all
the property of the Company or the making by it of an assignment for the benefit of creditors or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any action;
provided, however, that no event described in clause (c) or (d) above shall constitute an Event of Default hereunder until
a Responsible Officer assigned to and working in the Trustee’s corporate trust department has actual knowledge thereof or until
a written notice of any such event is received by the Trustee at the Corporate Trust Office, and such notice refers to the facts underlying
such event, the Senior Notes generally, the Company and the Indenture.
Section 2.14 Appointment
of Agents. The Trustee will initially be the Registrar and Paying Agent for the Senior Notes.
Section 2.15 Defeasance
upon Deposit of Moneys or U.S. Government Obligations. At the Company’s option, either (a) the Company shall be deemed
to have been Discharged from its obligations with respect to the Senior Notes on the first day after the applicable conditions set forth
in Section 12.03 of the Base Indenture have been satisfied or (b) the Company shall cease to be under any obligation to comply
with any term, provision or condition set forth in Section 6.04 of the Base Indenture and Sections 2.10, 2.11 and 2.12 with respect
to the Senior Notes at any time after the applicable conditions set forth in Section 12.03 of the Base Indenture have been satisfied.
Section 2.16 FATCA.
The Company agrees (i) to provide to the Trustee with such reasonable information as it has in its possession about holders or other
applicable parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether
it has tax related obligations under applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations
promulgated by competent authorities) in effect from time to time (“Applicable Law”), and (ii) that the Trustee shall
be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable
Law for which the Trustee shall not have any liability, absent gross negligence or willful misconduct on the part of the Trustee.
The terms of this section shall survive the termination of this Seventeenth Supplemental Indenture.
ARTICLE 3.
FORM OF
NOTES
Section 3.1 Form of
Senior Notes. The Senior Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially
in the form set forth in Exhibit A hereto.
ARTICLE 4.
ORIGINAL
ISSUE OF NOTES
Section 4.1 Original
Issue of Senior Notes. The Senior Notes may, upon execution of this Seventeenth Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall, upon Company order, authenticate and deliver such Senior Notes
as in such Company order provided.
ARTICLE 5.
MISCELLANEOUS
Section 5.1 Ratification
of Indenture. The Base Indenture, as supplemented by this Seventeenth Supplemental Indenture, is in all respects ratified and confirmed,
and this Seventeenth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein
provided; provided that the provisions of this Seventeenth Supplemental Indenture apply solely with respect to the Senior Notes.
Section 5.2 Trustee
Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes
no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Seventeenth
Supplemental Indenture.
Section 5.3 Governing
Law. This Seventeenth Supplemental Indenture and each Senior Note shall be deemed to be contracts made under the law of the State
of New York, and for all purposes shall be governed by and construed in accordance with the law of said State.
Section 5.4 Separability.
In case any provision in the Indenture or in the Senior Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 5.5 Counterparts.
(a) This Seventeenth Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but
one and the same instrument. The exchange of copies of this Seventeenth Supplemental Indenture and of signature pages by facsimile,
electronic or PDF transmission shall constitute effective execution and delivery of this Seventeenth Supplemental Indenture as to the
parties hereto and may be used in lieu of the original Seventeenth Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Seventeenth Supplemental
Indenture or any document to be signed in connection with this Seventeenth Supplemental Indenture, including authentication of the Senior
Notes, shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic
means.
(b)
The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”)
given pursuant to this Seventeenth Supplemental Indenture and delivered using Electronic Means; provided, however, that the Company shall
provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the
Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using
Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions
shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender
of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized
Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall
be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized
Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or
authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or
are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use
of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks
associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting
Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection
with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and
circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
IN
WITNESS WHEREOF, the parties hereto have caused this Seventeenth Supplemental Indenture to be duly executed, all as of the
day and year first above written.
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EQT CORPORATION |
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By: |
/s/ Daniel A. Greenblatt |
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Name:Daniel A. Greenblatt |
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Title:Vice President and Treasurer |
[Signature Page to
Seventeenth Supplemental Indenture]
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THE
BANK OF NEW YORK MELLON, as Trustee |
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By: |
/s/ Stacey B. Poindexter |
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Name:Stacey B. Poindexter |
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Title:Vice President |
[Signature Page to Seventeenth Supplemental
Indenture]
EXHIBIT A
[FORM OF FACE OF SECURITY]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP No. 26884L AR0
EQT CORPORATION
5.750% SENIOR NOTE DUE 2034
No. R-[__] |
$[__] |
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As revised
by the Schedule of Increases or Decreases in Global Security attached hereto |
Interest.
EQT Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
Cede & Co. or registered assigns, the principal sum of [__] dollars ($[__]), as revised by the Schedule of Increases or Decreases
in Global Security attached hereto, on February 1, 2034 and to pay interest thereon (computed on the basis of a 360-day year consisting
of twelve 30-day months) from January 19, 2024 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on February 1 and August 1 in each year, commencing August 1, 2024 at the
rate of 5.750% per annum, until the principal hereof is paid or made available for payment.
Method
of Payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close
of business on the January 15 or July 15 (whether or not a Business Day), as the case may be, preceding the relevant Interest
Payment Date (the “Record Date”). Any such interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice thereof having been given to the Holder of this Security (or one or more Predecessor Securities) not less than 10
days prior to such Special Record Date, all as more fully provided in the Indenture. Payment of the principal of (and premium, if any)
and any such interest on this Security will be made at the Corporate Trust Office in U.S. Dollars.
Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.
Authentication.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be executed by its duly authorized officer.
[__] |
EQT CORPORATION |
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By: |
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Name: Daniel A. Greenblatt |
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Title: Vice President and Treasurer |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION |
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Dated: [__] |
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THE BANK OF NEW YORK MELLON |
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as Trustee, certifies
that this is one of
the
Securities referred
to in the Indenture. |
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By: |
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Authorized Signatory |
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[FORM OF REVERSE OF SECURITY]
Indenture.
This Security is one of a duly authorized issue of securities of the Company, issued and to be issued in one or more series under an
Indenture, dated as of March 18, 2008, between EQT Corporation (the “Company”), as successor, and The Bank of New York
Mellon, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), as supplemented
and amended by a Second Supplemental Indenture, dated June 30, 2008, and by a Seventeenth Supplemental Indenture, dated January 19,
2024 (as so supplemented, herein called the “Indenture”), between the Company and the Trustee, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Senior Notes and of the terms upon which the Senior Notes are,
and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially in aggregate
principal amount of $750,000,000.
Optional
Redemption. The Senior Notes are subject to redemption at the Company’s option, at any time and from time to time prior
to the Stated Maturity Date, in whole or in part.
If any of the Senior Notes are redeemed prior to
the Par Call Date, the Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) will be equal
to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the
Senior Notes to be redeemed discounted to the Redemption Date (assuming the Senior Notes matured on the Par Call Date) on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, less
(b) interest accrued on the Senior Notes to be redeemed to the Redemption Date, and (ii) 100% of the principal amount of the
Senior Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Senior Notes to be redeemed to, but excluding,
the Redemption Date.
If any of the Senior Notes are redeemed on or after
the Par Call Date, the Redemption Price will be 100% of the principal amount of the Senior Notes to be redeemed plus accrued and unpaid
interest thereon to, but excluding, the Redemption Date.
For purposes of determining the Redemption Price
for the optional redemption of the Senior Notes, the following definitions are applicable:
“Par Call Date” means November 1,
2033.
“Treasury Rate” means, with respect
to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third business day preceding the Redemption Date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or
publication) (H.15) under the caption “U.S. government securities — Treasury constant maturities — Nominal”
(or any successor caption or heading) (H.15 TCM). In determining the Treasury Rate, the Company shall
select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption
Date to the Par Call Date (the Remaining Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the
Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter
than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and
shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the
result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the
applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months
or years, as applicable, of such Treasury constant maturity from the Redemption Date.
If on the third business day preceding the Redemption
Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual
equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such Redemption Date of the United
States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United
States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date
equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the
Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there
are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting
the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United
States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury
securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual
yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed
as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
Notice of any redemption will be mailed, or delivered
electronically if such Senior Notes are held by any Depositary (including, without limitation, DTC) in accordance with such Depositary’s
customary procedures, at least 10 days but not more than 60 days before the Redemption Date to each registered Holder of Senior Notes
to be redeemed. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease
to accrue on the Senior Notes or portions of the Senior Notes called for redemption.
In the case of a partial redemption, selection of
the Senior Notes for redemption will be made pro rata, by lot or by such other method as determined or chosen by DTC. No Senior Notes
of a principal amount of $2,000 or less will be redeemed in part. If any Senior Note is to be redeemed in part only, the notice of redemption
that relates to such Senior Note will state the portion of the principal amount of such Senior Note to be redeemed. A new Senior Note
in a principal amount equal to the unredeemed portion of such Senior Note will be issued in the name of the holder of the note upon surrender
for cancellation of the original Senior Note. For so long as the Senior Notes are held by DTC (or another depositary), the redemption
of such Senior Notes shall be done in accordance with the policies and procedures of the depositary.
Defaults
and Remedies. If an Event of Default with respect to the Senior Notes shall occur and be continuing, the principal of the
Senior Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
Amendment,
Modification and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Senior Notes to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the
Senior Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal
amount of the Senior Notes at the time Outstanding, on behalf of the Holders of all Senior Notes, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
Denominations,
Transfer and Exchange. The Senior Notes are issuable only in registered form without coupons in denominations of $2,000 and
in integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth,
the Senior Notes are exchangeable for a like aggregate principal amount of Senior Notes of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in the Register, upon surrender of this Security for registration
of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Notes of like tenor,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
Persons
Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
Miscellaneous.
The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard
to the conflicts of law rules of said State.
All terms used in this Security and not defined
herein shall have the meanings assigned to them in the Indenture.
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global
Security have been made:
Date of Exchange |
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Amount of increase in Principal Amount of this Global Security |
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Amount of decrease in Principal Amount of this Global Security |
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Principal Amount of this Global Security following each decrease or increase |
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Signature of authorized signatory of Trustee |
Exhibit
5.1
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609 Main Street
Houston, TX 77002
United States
+1 713 836 3600 |
Facsimile: +1 713 836 3601 |
www.kirkland.com
January 19,
2024
EQT Corporation
625 Liberty
Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222 |
|
| Re: | EQT Corporation |
| | 5.750% Senior Notes
due 2034 |
Ladies and Gentlemen:
We have
acted as special legal counsel to EQT Corporation, a Pennsylvania corporation (the “Company”), in connection
with the issuance and sale of $750,000,000 in aggregate principal amount of the Company’s 5.750% Senior Notes due 2034 (the “Notes”),
which were sold pursuant to the Underwriting Agreement, dated January 17, 2024 (the “Underwriting Agreement”),
among the Company and J.P. Morgan Securities LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC, and Wells Fargo Securities,
LLC, as representatives of the several underwriters named in Schedule 1 thereto.
The Notes
have been offered for sale pursuant to a prospectus supplement, dated January 17, 2024, filed with the Securities and Exchange Commission
(the “Commission”) pursuant to Rule 424(b) on January 19, 2024, to the prospectus, dated September 16,
2022 (as amended and supplemented by the prospectus supplement, the “Prospectus”), that constitutes a part of the
Company’s Registration Statement on Form S-3 (Registration No. 333-267475), filed with the Commission on September 16,
2022 (the “Registration Statement”), which Registration Statement became effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes
have been issued pursuant to an Indenture, dated as of March 18, 2008, as supplemented by a Second Supplemental Indenture, dated
as of June 30, 2008 (together, the “Base Indenture”), as further supplemented by a Seventeenth Supplemental Indenture,
dated as of the date hereof (together with the Base Indenture, the “Indenture”), in each case between the Company
(or its predecessor) and The Bank of New York Mellon, as trustee (the “Trustee”).
In rendering
this opinion letter, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Company’s
corporate records, the Registration Statement, the Prospectus, the Indenture and such other certificates, instruments and documents as
we considered appropriate for purposes of the opinion hereafter expressed. In addition, we reviewed such questions of law as we considered
appropriate.
Austin
Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong London Los Angeles Munich New York Paris Salt Lake City
Shanghai Washington, D.C.
January 19, 2024
Page 2
As
to any facts material to the opinion contained herein, we have made no independent investigation of such facts and have relied, to the
extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
In connection
with rendering the opinion set forth below, we have assumed that (i) all information contained in all documents we reviewed is true,
correct and complete, (ii) all signatures on all documents we reviewed are genuine, (iii) all documents submitted to us as
originals are true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals thereof,
(v) all persons executing and delivering the documents we examined were competent to execute and deliver such documents, (vi) all
Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Prospectus
and the Registration Statement, (vii) the Underwriting Agreement has been duly authorized and validly executed and delivered by
the parties thereto, (viii) the Indenture was duly authorized, executed, and delivered by the parties thereto, and (ix) the
Trustee is qualified to act as trustee under the Indenture.
Based upon
such examination and review and the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that
the Notes, when authenticated by the Trustee in the manner provided in the Indenture and issued and delivered against payment of the
purchase price therefor, will be binding obligations of the Company.
The foregoing
opinion is qualified to the extent that the enforceability of any document, instrument or security may be limited by or subject to (i) bankruptcy,
insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’
rights generally; (ii) an implied covenant of good faith and fair dealing; and (iii) general equitable or public policy principles.
In addition, we express no opinion with respect to (x) the enforceability of provisions in the Indenture or any other agreement
or instrument with respect to delay or omission of enforcement of rights or remedies, or waivers of defenses, or waivers of benefits
of stay, extension, moratorium, redemption, statutes of limitation, or other nonwaivable benefits bestowed by operation of law; or (y) the
enforceability of indemnification or contribution provisions to the extent they purport to relate to liabilities resulting from or based
upon negligence or any violation of federal or state securities or blue sky laws.
This opinion
letter is limited in all respects to the laws of the State of New York and the federal laws of the United States of America, and we do
not express any opinion as to the laws of any other jurisdiction. Insofar as the opinion expressed herein relates to or is dependent
upon matters governed by the laws of the State of Pennsylvania, we have relied upon the opinion letter, dated the date hereof, of Morgan,
Lewis & Bockius LLP, which opinion letter is being filed as Exhibit 5.2 to the Company’s Current Report on Form 8-K
to be filed on the date hereof.
January 19, 2024
Page 3
This opinion
letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent
opinion or advice by reason of any fact about which we did not have knowledge at that time, by reason of any change subsequent to that
time in any law covered by our opinion or for any other reason.
We consent
to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K to be filed on the date hereof.
In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
|
Sincerely, |
|
|
|
/s/ Kirkland & Ellis LLP |
|
|
|
Kirkland & Ellis LLP |
Exhibit 5.2
January 19, 2024
EQT Corporation
EQT Plaza
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222-3111
| Re: | EQT Corporation’s Public Offering of $750,000,000 principal amount of its 5.750% Senior Notes due
2034 |
Ladies and Gentlemen:
We have acted as counsel to EQT Corporation, a
Pennsylvania corporation (the “Company”), in connection with the sale by the Company of $750,000,000 principal amount
of its 5.750% Senior Notes due 2034 (the “2034 Notes” or, the “Securities”), under the Registration
Statement on Form S-3 (Reg. No. 333-267475) (the “Shelf Registration Statement”) filed by the Company with
the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”),
on September 16, 2022. The Securities were offered for sale pursuant to the final prospectus supplement of the Company dated January 17,
2024, including the accompanying base prospectus dated September 16, 2022 (the “Base Prospectus”), which was filed
by the Company with the Commission on January 19, 2024, pursuant to Rule 424(b)(5) promulgated under the Act (the “Supplemental
Prospectus” and, together with the Base Prospectus, the “Prospectus”). The 2034 Notes are to be issued pursuant
to an Indenture dated as of March 18, 2008, as supplemented by a Second Supplemental Indenture dated as of June 30, 2008 (together,
the “Base Indenture”), as supplemented by a Seventeenth Supplemental Indenture to be dated as of the date hereof (the
“Seventeenth Supplemental Indenture” and, together with the Base Indenture, the “2034 Notes Indenture”),
between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
As to all matters of fact (including factual conclusions
and characterizations and descriptions of purpose, intention, or other state of mind), we have relied, with your permission, entirely
upon written actions by the board of directors of the Company and certificates of certain officers of the Company and have assumed, without
independent inquiry, the accuracy of those certificates and written actions by the board of directors of the Company.
In
connection with this letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of (i) the
Restated Articles of Incorporation of the Company (amended through July 23, 2020), (ii) the Amended and Restated Bylaws of the
Company (amended through December 12, 2023), (iii) resolutions of the board of directors of the Company that relate to the offering
and sale of the Securities, (iv) a certificate, dated January 17, 2024, from the Secretary of the Commonwealth of Pennsylvania
as to the subsistence of the Company, and a bring-down letter relating thereto dated January 19, 2024 (together, the “Good
Standing Certificate”), (v) a certificate of the Secretary of the Company, dated the date hereof, (vi) the Underwriting
Agreement, dated January 17, 2024, by and among the Company and J.P. Morgan Securities LLC, MUFG Securities Americas Inc.,
TD Securities (USA) LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters
named on Schedule 1 thereto, (vii) the Shelf Registration Statement, (viii) the preliminary prospectus supplement of the Company
dated January 17, 2024, including the accompanying Base Prospectus, which was filed by the Company with the Commission on January 17,
2024, pursuant to Rule 424(b)(5) promulgated under the Act (the “Preliminary Prospectus”), (ix) the
Supplemental Prospectus, (x) the Base Indenture, (xi) the Seventeenth Supplemental Indenture, (xii) the Securities, and
(xiii) such other documents and records as we deemed appropriate for purposes of the opinions set forth herein.
|
Morgan, Lewis & Bockius llp |
|
|
|
|
|
One Oxford Centre |
|
|
Thirty-Second Floor |
|
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Pittsburgh, PA 15219-6401 |
+1.412.560.3300 |
|
United States |
+1.412.560.7001 |
EQT Corporation
January 19, 2024
Page 2
Based on such examination and subject to the foregoing,
we are of the opinion that:
| 1. | The Company is a corporation validly existing and presently subsisting under the laws of the Commonwealth
of Pennsylvania. |
| 2. | The Company has all requisite corporate power and authority to execute and deliver the 2034 Notes Indenture and the Securities. |
| 3. | The Company has taken all necessary corporate action to authorize the execution and delivery of the 2034
Notes Indenture and the Securities and to perform its obligations thereunder. |
The opinions set forth above are subject to the
following limitations, exceptions, qualifications, and assumptions:
| 1. | The opinion expressed in paragraph 1 above as to the Company’s valid existence and subsistence as
a corporation in Pennsylvania is based solely on the Good Standing Certificate, to the effect the Company is duly registered as a Pennsylvania
Business Corporation under the laws of the Commonwealth of Pennsylvania and remains subsisting as far as the records of such office show
as of the date thereof. |
| 2. | The opinions expressed herein are limited solely to the laws of the Commonwealth of Pennsylvania and we
express no opinion with respect to the laws of any other state or jurisdiction. Furthermore, we express no opinion on any matter covered
by the “blue sky” or securities laws of any state or foreign jurisdiction. |
| 3. | We express no opinion with respect to the execution, delivery, validity, binding effect, or enforceability
of the 2034 Notes Indenture and the Securities. |
| 4. | We express no opinion as to the effect of events occurring, circumstances arising, or changes of law becoming
effective or occurring, after the date hereof on the matters addressed in this opinion. |
We hereby consent to the filing of this opinion
with the Commission as an exhibit to a Current Report on Form 8-K to be filed with the Commission (and its incorporation by reference
into the Shelf Registration Statement) in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under
the Act and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not
admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations
of the Commission thereunder. Kirkland & Ellis LLP, counsel to the Company, may rely upon this opinion with respect to matters
set forth herein that are governed by Pennsylvania law for purposes of its opinion in connection with the 2034 Notes Indenture and the
Securities. In rendering this opinion, we are opining only as to the specific legal issues expressly set forth herein, and no opinion
shall be inferred as to any other matter or matters.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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