EQM EQM Midstream Partners LP

On August 16, 2019 (the Closing Date), EQM Midstream Partners, LP (EQM) entered into that certain Term Loan Agreement (the Term Loan Agreement), among EQM, as borrower, Toronto Dominion (Texas) LLC, as administrative agent, and the lenders party thereto, providing for a three (3) year unsecured term loan facility in an aggregate principal amount of $1,400,000,000. There are no guarantors under the Term Loan Agreement. The initial term loans are not subject to scheduled amortization or mandatory prepayment prior to maturity.

The initial term loans under the Term Loan Agreement were borrowed in full on the Closing Date and EQM may use the proceeds (i) to pay fees, costs and expenses in connection with the Term Loan Agreement, (ii) for working capital, capital expenditures, distributions, unit repurchases, investments, acquisitions, and capital contributions, (iii) for repayment or refinancing of debt (including, but not limited to, debt under EQM's existing revolving credit agreement) and (iv) for other lawful partnership purposes.

The Term Loan Agreement has an uncommitted accordion feature that allows for EQM to request incremental term loans up to an aggregate principal amount of $300 million in additional borrowings under the facility. The exercise of additional borrowings is subject to obtaining additional commitments from existing lenders or commitments from new lenders and the satisfaction of certain other specified conditions.

The initial term loans provided under the Term Loan Agreement mature on August 16, 2022, unless the maturity date of any such loan is extended according to the terms of the Term Loan Agreement.

Under the Term Loan Agreement, EQM can elect to have outstanding loans bear interest as Base Rate Loans (as defined in the Term Loan Agreement) or Eurodollar Rate Loans (as defined in the Term Loan Agreement). Base Rate Loans bear interest at a base rate plus a margin of 0.000% to 0.750% determined on the basis of EQM’s then current credit rating. Eurodollar Rate Loans bear interest at a Eurodollar Rate (as defined in the Term Loan Agreement) plus a margin of 1.000% to 1.750% determined on the basis of EQM’s then current credit rating. EQM may voluntarily prepay its borrowings under the Term Loan Agreement, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment of Eurodollar Rate Loans.

The Term Loan Agreement contains certain representations, warranties, covenants and events of default. Among other negative covenants, the Term Loan Agreement includes (i) a restriction on the ability of EQM and certain of its subsidiaries to incur or permit liens on assets, (ii) the establishment of a maximum consolidated leverage ratio of not more than 5.00 to 1.00 (or not more than 5.50 to 1.00 for certain measurement periods following the consummation of certain acquisitions), (iii) a restriction on EQM and certain of its subsidiaries participating in certain transactions with affiliates, (iv) a limitation on certain changes to the nature of the business engaged in by EQM and certain of its subsidiaries, (v) certain restrictions related to mergers and other fundamental changes, (vi) a restriction on the ability of EQM and certain of its subsidiaries on making dispositions of all or substantially all of the assets of EQM and certain of its subsidiaries taken as a whole, and (vii) a restriction on the ability of EQM or certain of its subsidiaries to incur new debt, in each case and as applicable, subject to certain specified exceptions. The Term Loan Agreement contains certain specified events of default, including, among others: (i) failure to make certain payments (subject to specified grace periods in some cases), (ii) failure to observe covenants (subject to specified grace periods in some cases), (iii) cross-defaults to certain other material debt, (iv) certain specified insolvency or bankruptcy events and (v) the occurrence of a change of control event, in each case, the occurrence of which would allow the lenders to accelerate EQM’s payment obligations under the Term Loan Agreement.

The foregoing description of the Term Loan Agreement does not purport to be a complete statement of the parties’ rights and obligations under the Term Loan Agreement and the transactions contemplated by the Term Loan Agreement and is qualified in its entirety by reference to the full text of the Term Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Certain of the lenders under the Term Loan Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and/or investment banking services for EQM and/or its affiliates, for which they have received or may receive customary fees and expenses. Certain affiliates of such lenders have acted, and may in the future act, as underwriters, agents, arrangers or lenders, as applicable, in respect of certain of EQM’s and/or its affiliates’ debt or equity issuances or credit facilities.