Exhibit 3.1

FIRST AMENDMENT TO

FOURTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

EQM MIDSTREAM PARTNERS, LP

This First Amendment (this “Amendment”) to Fourth Amended and Restated Agreement of Limited Partnership of EQM Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), dated as of April 10, 2019 (the “Partnership Agreement”), is hereby adopted effective as October 9, 2019, by EQGP Services, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership.

RECITALS

WHEREAS, Section 13.1(a) of the Partnership Agreement provides that the General Partner, without the approval of any Limited Partners, subject to Section 5.11(b)(ii)(B), may amend any provision of the Partnership Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect a change in the location of the principal office of the Partnership; and

WHEREAS, the General Partner determined that the changes to the Partnership Agreement to be effected by this Amendment are necessary and appropriate to effect a change in the location of the principal office of the Partnership from 625 Liberty Avenue, Suite 2000, Pittsburgh, Pennsylvania 15222 to 2200 Energy Drive, Canonsburg, Pennsylvania 15317.

NOW, THEREFORE, the General Partner does hereby amend the Partnership Agreement, pursuant to its authority under Section 13.1(a) of the Partnership Agreement, as follows:

This Amendment is made and delivered pursuant to the Partnership Agreement. Except as otherwise provided herein, capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Partnership Agreement.

2.1               Section 2.3 of the Partnership Agreement is hereby amended and restated in its entirety as follows:

“Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices.  Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Corporation Trust Company.  The principal office of the Partnership shall be located at 2200 Energy Drive, Canonsburg, Pennsylvania 15317, or such other place as the General Partner may from time to time designate by notice to the Limited Partners.  The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner determines to be necessary or appropriate.  The address of the General Partner shall be 2200 Energy Drive, Canonsburg, Pennsylvania 15317, or such other place as the General Partner may from time to time designate by notice to the Limited Partners.”

2.2               The first paragraph of Exhibit A to the Partnership Agreement is hereby amended by deleting the reference to “625 Liberty Avenue, Suite 2000, Pittsburgh, Pennsylvania 15222” and replacing it with “2200 Energy Drive, Canonsburg, Pennsylvania 15317”.

3.1               Full Force and Effect. Except to the extent specifically amended herein or supplemented hereby, the Partnership Agreement remains unchanged and in full force and effect.

3.2               Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the General Partner has caused this Amendment to be duly executed as of the date first written above.

Signature Page to

First Amendment to

Fourth Amended and Restated Agreement of Limited Partnership

of EQM Midstream Partners, LP

Exhibit 3.2 

AMENDED AND RESTATED

CERTIFICATE OF LIMITED PARTNERSHIP

OF

EQM MIDSTREAM PARTNERS, LP

This Amended and Restated Certificate of Limited Partnership of EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) (the “Partnership”), dated October 9, 2019, has been duly executed and is filed pursuant to Section 17-210 of the Delaware Revised Uniform Limited Partnership Act (the “Act”) by the undersigned general partner of the Partnership to amend and restate in its entirety the Partnership’s Certificate of Limited Partnership filed with the Office of Secretary of State of the State of Delaware on January 18, 2012, as amended.

Article One

The name of the limited partnership is EQM Midstream Partners, LP.

Article Two

The address of the Partnership’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Partnership’s registered agent for service of process in the State of Delaware at such address is The Corporation Trust Company.

Article Four

This Amended and Restated Certificate of Limited Partnership of EQM Midstream Partners, LP shall become effective upon filing with Office of Secretary of State of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned general partner of the Partnership has executed this Amended and Restated Certificate of Limited Partnership of EQM Midstream Partners, LP as of the date first written above.

Signature Page to Amended and Restated Certificate of Limited Partnership of EQM Midstream Partners, LP

Exhibit 3.3

SECOND AMENDMENT

TO

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF

EQGP SERVICES, LLC

This SECOND AMENDMENT (this “Second Amendment”) TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended by that certain First Amendment to Second Amended and Restated Limited Liability Company Agreement, the “LLC Agreement”) of EQGP Services, LLC, a Delaware limited liability company (“EQGP Services”), effective as of October 9, 2019, is adopted, executed and agreed to by Equitrans Gathering Holdings, LLC, a Delaware limited liability company (“EGH”), as the sole member of EQGP Services (in such capacity, the “Sole Member”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement.

WITNESSETH:

WHEREAS, the Sole Member, in accordance with Section 11.5 of the LLC Agreement, desires to amend the LLC Agreement to reflect 2200 Energy Drive, Canonsburg, Pennsylvania 15317 as EQGP Services’ principal office location and headquarters.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the LLC Agreement is hereby amended as follows:

1.                  Amendment to Section 11.2. Section 11.2 of the LLC Agreement is hereby amended by deleting and restating the address of the “Company” and “Sole Member” as follows:

2.                  Delivery. Delivery of a copy of this Second Amendment bearing an original signature by facsimile transmission or by electronic mail exchange of signature pages shall have the same effect as physical delivery of the paper document bearing the original signature.

3.                  Ratification of the LLC Agreement. Except as amended by this Second Amendment, all other terms of the LLC Agreement shall continue in full force and effect, remain unchanged and are hereby ratified and confirmed in all respects.

4.                  Governing Law. THIS SECOND AMENDMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH JURISDICTION.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has executed this Second Amendment as of the first date written above.

[Signature Page to Second Amendment to

Second Amended and Restated Limited Liability Company Agreement of EQGP Services, LLC]