Exhibit 4.3
EXECUTION VERSION
EQT CORPORATION
as Issuer
and
THE BANK OF NEW
YORK MELLON,
as Trustee
FOURTEENTH SUPPLEMENTAL
INDENTURE
Dated as of October
4, 2022
to
INDENTURE
Dated as of March
18, 2008
5.678% Senior
Notes due 2025
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 |
5 |
| 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 |
10 |
| Section 5.3 |
Governing Law |
11 |
| Section 5.4 |
Separability |
11 |
| Section 5.5 |
Counterparts |
11 |
| Exhibit A –
Form of Senior Notes |
A-1 |
FOURTEENTH
SUPPLEMENTAL INDENTURE, dated as of October 4, 2022 (this “Fourteenth 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 Fourteenth 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 “5.678% Senior Notes due 2025” (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 Fourteenth 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 September 6, 2022, September 13, 2022 and September 20, 2022, 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 Fourteenth 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 Fourteenth Supplemental Indenture; and
WHEREAS,
all things necessary to make this Fourteenth 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 Fourteenth 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 Fourteenth 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 Fourteenth 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 Fourteenth 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.
(xvi)
“Voting Stock” of any person means all classes of capital stock or other interests (including partnership interests)
of such person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof.
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 “5.678% Senior Notes due 2025”, which is not limited in aggregate principal amount. The initial aggregate principal
amount of the Senior Notes to be issued under this Fourteenth Supplemental Indenture shall be limited to $500,000,000. 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 October 1, 2025 (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 October 4, 2022
at the rate of 5.678% per annum, payable semiannually in arrears. Interest on the Senior Notes will be payable on April 1 and October
1 of each year (each, an “Interest Payment Date”), commencing on April 1, 2023, to the Persons in whose names the Senior
Notes are registered at the close of business on the March 15 or September 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 October 4, 2022
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 Fourteenth 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 Fourteenth 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 Fourteenth 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.
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 Fourteenth 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 Fourteenth Supplemental Indenture, is in all respects ratified and confirmed,
and this Fourteenth 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 Fourteenth 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 Fourteenth
Supplemental Indenture.
Section
5.3 Governing
Law. This Fourteenth 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 Fourteenth 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 Fourteenth Supplemental Indenture and of signature
pages by facsimile, electronic or PDF transmission shall constitute effective execution and delivery of this Fourteenth Supplemental
Indenture as to the parties hereto and may be used in lieu of the original Fourteenth 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 Fourteenth Supplemental
Indenture or any document to be signed in connection with this Fourteenth 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 Fourteenth 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 Fourteenth 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/
David M. Khani |
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Name: |
David M. Khani |
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Title: |
Chief Financial Officer |
[Signature
Page to Fourteenth Supplemental Indenture]
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THE BANK OF NEW YORK
MELLON,
as Trustee |
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By: |
/s/ Teresa H. Wyszomierski |
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Name: |
Teresa H. Wyszomierski |
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Title: |
Vice President |
[Signature Page to Fourteenth
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
AP4
EQT
CORPORATION
5.678%
SENIOR NOTE DUE 2025
| 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 October 1, 2025 and to pay interest thereon (computed on the basis of a 360-day year consisting
of twelve 30-day months) from October 4, 2022 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually in arrears on April 1 and October 1 in each year, commencing April 1, 2023 at the rate of 5.678% 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 March 15 or September 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.
| October 4, 2022 |
EQT CORPORATION |
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By: |
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Name: |
David M. Khani |
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Title: |
Chief Financial Officer |
| TRUSTEE’S CERTIFICATE OF AUTHENTICATION |
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| Dated: October 4, 2022 |
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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 Fourteenth Supplemental Indenture, dated October 4, 2022
(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 $500,000,000.
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 plus 30
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 October 4, 2023.
“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 15 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. If
fewer than all of the Senior Notes are to be redeemed, the particular Senior Notes or portions thereof will be selected for redemption
from the Outstanding Senior Notes not previously called in accordance with applicable DTC procedures.
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.
Special
Mandatory Redemption. If (x) the consummation of the Tug Hill and XcL Midstream Acquisition (as defined below) does not occur on
or before June 30, 2023 (the “Outside Date”) or (y) the Company notifies the Trustee that the Company will not pursue the
consummation of the Tug Hill and XcL Midstream Acquisition (the earlier of the date of delivery of such notice described in clause (y)
and the Outside Date, the “Special Mandatory Redemption Trigger Date”), the Company will be required to redeem the Senior
Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal
amount of the Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date (as
defined below) (the “Special Mandatory Redemption Price”).
In
the event that the Company becomes obligated to redeem the Senior Notes pursuant to the Special Mandatory Redemption, the Company will
promptly, and in any event not more than ten Business Days after the Special Mandatory Redemption Trigger Date, deliver notice to the
Trustee of the Special Mandatory Redemption and the date upon which such Senior Notes will be redeemed (the “Special Mandatory
Redemption Date,” which date shall be no later than the third Business Day following the date of such notice) together with a notice
of Special Mandatory Redemption for the Trustee to deliver to each registered holder of Senior Notes to be redeemed. The Trustee will
then promptly mail, or deliver electronically if such Senior Notes are held by any depositary (including, without limitation, DTC) in
accordance with such depositary’s customary procedures, such notice of Special Mandatory Redemption to each registered holder of
Senior Notes to be redeemed at its registered address. Unless the Company defaults in payment of the Special Mandatory Redemption Price,
on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Senior Notes to be redeemed.
For
purposes of the Special Mandatory Redemption provisions of the Senior Notes, the following definitions are applicable:
“Tug
Hill and XcL Midstream Acquisition” means the acquisition of all of the issued and outstanding membership interests of each of
THQ Appalachia I Midco, LLC, a Delaware limited liability company, and THQ-XcL Holdings I Midco, LLC, a Delaware limited liability company,
by the Company or one or more of the Company’s Subsidiaries pursuant to the Tug Hill and XcL Midstream Purchase Agreement (as defined
below).
“Tug
Hill and XcL Midstream Purchase Agreement” means that certain Purchase Agreement, dated as of September 6, 2022, by and among THQ
Appalachia I, LLC, a Delaware limited liability company (the “Tug Hill Upstream Seller”), THQ-XcL Holdings I, LLC, a Delaware
limited liability company (the “XcL Midstream Seller” and, together with the Tug Hill Upstream Seller, the “Tug Hill
and XcL Midstream Sellers”), and the subsidiaries of the Tug Hill and XcL Midstream Sellers named on the signature pages thereto,
EQT Production Company, a Pennsylvania corporation, and the Company, as amended, supplemented, restated or otherwise modified from time
to time.
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 |
|
Signature
of
authorized
signatory of
Trustee |
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