

	December 31, 2019						December 31, 2018
	Principal Value		Carrying Value (a)		Fair Value (b)		Principal Value		Carrying Value (a)		Fair Value (b)
	(Thousands)
Term Loan Facility due May 31, 2021	$	1,000,000	$	999,353	$	999,353	$	—	$	—	$	—
Senior notes:
8.125% notes due June 1, 2019	—		—		—		700,000		699,729		712,663
Floating rate notes due October 1, 2020	500,000		499,238		500,290		500,000		498,222		490,730
2.50% notes due October 1, 2020	500,000		499,228		500,950		500,000		498,198		489,690
8.81% to 9.00% series A due 2020 – 2021	35,200		35,200		37,380		35,200		35,200		37,920
4.875% notes due November 15, 2021	750,000		747,571		774,173		750,000		746,245		762,555
3.00% notes due October 1, 2022	750,000		745,579		737,025		750,000		743,972		712,980
7.42% series B due 2023	10,000		10,000		10,788		10,000		10,000		10,666
7.75% debentures due July 15, 2026	115,000		111,727		129,466		115,000		111,229		128,808
3.90% notes due October 1, 2027	1,250,000		1,241,024		1,167,763		1,250,000		1,239,866		1,085,663
Note payable to EQM	110,059		110,059		128,241		114,720		114,720		121,752
Total debt	5,020,259		4,998,979		4,985,429		4,724,920		4,697,381		4,553,427
Less: Current portion of debt (c)	16,204		16,204		17,436		704,661		704,390		717,609
Long-term debt	$	5,004,055	$	4,982,775	$	4,967,993	$	4,020,259	$	3,992,991	$	3,835,818

Term Loan Facility. On May 31, 2019, the Company entered into a Term Loan Agreement (the Term Loan Agreement) providing for a $1.0 billion unsecured term loan facility (the Term Loan Facility) and borrowed $1.0 billion under the Term Loan Facility. The Company used the net proceeds to (i) repay $700 million aggregate principal amount of 8.125% senior notes, (ii) repay

outstanding borrowings under the Company's $2.5 billion credit facility and (iii) pay accrued interest and fees and expenses related to the foregoing and the Term Loan Agreement. Remaining proceeds from the borrowing were used by the Company for general corporate purposes.

At the Company's election, the $1.0 billion in borrowings under the Term Loan Facility bear interest at a Eurodollar rate defined in the Term Loan Agreement plus a margin based on the Company's credit ratings. The Company may voluntarily prepay borrowings under the Term Loan Facility, in whole or in part, without premium or penalty, but subject to reimbursement of funding losses with respect to prepayment. Borrowings under the Term Loan Facility that are repaid may not be reborrowed. During the year ended December 31, 2019, the Company incurred interest on Term Loan Facility borrowings at a weighted average annual interest rate of 3.1%. As a result of the Moody's, S&P and Fitch downgrades of the Company's senior notes credit rating (discussed in section "Security Ratings Events"), the margin on the Term Loan Facility borrowings increased from 1.00% as of December 31, 2019 to 1.25% as of February 26, 2020.

The Term Loan Agreement contains certain representations and warranties and various affirmative and negative covenants and events of default, including (i) a restriction on the ability of the Company or its subsidiaries to incur or permit liens on assets, subject to certain significant exceptions, (ii) the establishment of a maximum ratio of consolidated debt-to-total capital of the Company and its subsidiaries such that consolidated debt shall at no time exceed 65% of total capital, (iii) a limitation on certain fundamental changes to the Company's business, (iv) a limitation on dividends that may be issued by the Company and (v) certain restrictions related to mergers or acquisitions.

Senior Notes. As of December 31, 2019, aggregate maturities for the Company's senior notes were $1,011 million in 2020, $1,774 million in 2021, $750 million in 2022, $10 million in 2023, $0 million in 2024 and $1,365 million thereafter. The indentures governing the Company's long-term indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict, among other things, the Company's ability to incur, as applicable, indebtedness, incur liens, enter into sale and leaseback transactions, complete acquisitions, merge, sell assets and perform certain other corporate actions.

On January 21, 2020, the Company issued $1.0 billion aggregate principal amount of 6.125% senior notes due February 1, 2025 and $750 million aggregate principal amount of 7.000% senior notes due February 1, 2030 (together, the Adjustable Rate Notes). The Company used the net proceeds from the Adjustable Rate Notes to repay $500 million aggregate principal amount of the Company's floating rate notes and $500 million aggregate principal amount of the Company's 2.50% senior notes and expects to use the remaining proceeds to repay or redeem other outstanding indebtedness. The Adjustable Rate Notes have covenants that are consistent with the Company's existing senior unsecured notes, with an additional interest rate adjustment provision that provides for adjustments to its interest rates based on credit ratings assigned by Moody's, S&P and Fitch to the Company's senior notes. As a result of the S&P and Fitch downgrades of the Company's senior notes credit rating (discussed in section "Security Ratings Events"), the interest rate on the 6.125% senior notes increased to 6.875% and the interest rate on the 7.000% senior notes increased to 7.750%.

On February 3, 2020, the Company's 2.50% senior notes and floating rate notes, each due October 1, 2020, were fully redeemed by the Company at a redemption price of 100.446% and 100%, respectively, plus accrued but unpaid interest of $4.2 million and $1.2 million, respectively. This resulted in the payment of make whole call premiums of $2.2 million related to the 2.50% senior notes.

On February 12, 2020, the Company announced its commencement of a cash tender offer (the Tender Offer) for up to $400 million aggregate principal amount of its 4.875% senior notes due 2021 (the 4.875% Notes). Consideration paid in the Tender Offer for the 4.875% Notes that are validly tendered on or prior to March 2, 2020, and accepted for purchase by the Company, will be $1,020 per $1,000 principal amount, including an early tender premium of $30 per $1,000 principal amount. The settlement date for such notes is expected to be March 4, 2020. Consideration paid in the Tender Offer for the 4.875% Notes that are validly tendered after March 2, 2020 and on or prior to March 16, 2020, and accepted for purchase by the Company, will be $990 per $1,000 principal amount. The settlement date for such notes is expected to be March 18, 2020. Payments for the 4.875% Notes purchased will also include accrued and unpaid interest from, and including, the last interest payment date on the 4.875% Notes up to, but not including, the applicable settlement date for such 4.875% Notes accepted for purchase by the Company.

Note Payable to EQM. EQM owns a preferred interest in EQT Energy Supply, LLC (EES) that is accounted for as a note payable due to the terms of the operating agreement of EES. The fair value of the note payable to EQM is a Level 3 fair value measurement and is estimated using an income approach model using a market-based discount rate. Principal amounts due for the note payable to EQM are $5.0 million in 2020, $5.2 million in 2021, $5.5 million in 2022, $5.8 million in 2023, $6.3 million in 2024 and $82.3 million thereafter.

$2.5 Billion Facility. The Company has a $2.5 billion credit facility that expires in July 2022. The Company may request two one-year extensions of the expiration date, the approval of which is subject to satisfaction of certain conditions. The Company may, on a one-time basis, request that the lenders' commitments be increased to an aggregate of up to $3.0 billion, subject to certain terms and conditions. Each lender in the facility may decide if it will increase its commitment. The credit facility may be used for working capital, capital expenditures, share repurchases and any other lawful corporate purposes. The credit facility is underwritten by a syndicate of 19 financial institutions, each of which is obligated to fund its pro-rata portion of any borrowings by the Company.

Under the terms of the credit facility, the Company may obtain base rate loans or Eurodollar rate loans denominated in U.S. dollars. Base rate loans bear interest at a base rate plus a margin based on the Company's credit ratings. Eurodollar rate loans bear interest at a Eurodollar rate plus a margin based on the Company's credit ratings. As a result of the Moody's, S&P and Fitch downgrades of the Company's senior notes credit rating (discussed in section "Security Ratings Events"), the margin on base rate loans increased from 0.50% as of December 31, 2019 to 0.75% as of February 26, 2020 and the margin on Eurodollar rate loans increased from 1.50% as of December 31, 2019 to 1.75% as of February 26, 2020.

The Company is not required to maintain compensating bank balances. The Company's debt issuer credit ratings, as determined by Moody's, S&P or Fitch on its non-credit-enhanced, senior unsecured long-term debt, determine the level of fees associated with the credit facility in addition to the interest rate charged by the counterparties on any amounts borrowed against the credit facility; the lower the Company's debt credit rating, the higher the level of fees and borrowing rate.

The Company's credit facility contains various provisions that, if not complied with, could result in termination of the credit facility, require early payment of amounts outstanding or similar actions. The most significant covenants and events of default under the credit facility are the maintenance of a debt-to-total capitalization ratio and limitations on transactions with affiliates. The credit facility contains financial covenants that require a total debt-to-total capitalization ratio no greater than 65%, the calculation of which excludes the effects of accumulated OCI. As of December 31, 2019, the Company was in compliance with all debt provisions and covenants.

The Company had $0.3 billion and $0.8 billion of borrowings outstanding under its credit facility as of December 31, 2019 and 2018, respectively. The Company had no letters of credit outstanding under its credit facility as of both December 31, 2019 and 2018. For each of the years ended December 31, 2019, 2018 and 2017, the Company incurred commitment fees of approximately 20 basis points on the undrawn portion of its credit facility to maintain credit availability. As of December 31, 2019, the Company had approximately $2.2 billion available under its credit facility.

For the years ended December 31, 2019, 2018 and 2017, the maximum amount of outstanding borrowings at any time under the credit facility was $1.1 billion, $1.6 billion and $1.4 billion, respectively, the average daily balance was approximately $340 million, $854 million and $191 million, respectively, and interest was incurred at weighted average annual interest rates of 3.8%, 3.4% and 2.8%, respectively.

Security Ratings Events. As of December 31, 2019, the Company's senior notes were rated "Baa3" by Moody's, "BBB–" by S&P and "BBB–" by Fitch. In January 2020, Moody's downgraded the Company's senior notes credit rating to "Ba1," and, in February 2020, S&P and Fitch downgraded the Company's senior notes rating to "BB+" and "BB," respectively. As a result, certain of the Company's counterparties to its midstream services contracts requested additional assurances. As of February 26, 2020, these assurances were $0.6 billion in the aggregate, for which amount the Company posted letters of credit issued under its credit facility. The letters of credit do not increase the Company's total debt but instead represent a decrease to the Company's available borrowing capacity under the credit facility. In addition, the letters of credit are subject to a letters of credit fee based on the Company's credit ratings and a fronting fee.

As of February 26, 2020, the Company had sufficient unused borrowing capacity under its credit facility, net of letters of credit, to satisfy any requests for margin deposit or other collateral that its counterparties would be permitted to request of the Company pursuant to the Company's derivative instruments and midstream services contracts in the event that Moody's and S&P downgrade the Company's credit rating two categories further. As of February 26, 2020, such margin deposit or other collateral amounts could be up to approximately $1.4 billion, inclusive of assurances posted.