CNX Midstream Partners S1/A IPO registration (amended) | CNXM 3 Sep 14

Exhibit 10.6

Form of

GATHERING AGREEMENT

dated as of

[ ], 2014

by and between

CNX GAS COMPANY LLC,

as Shipper

and

CONE MIDSTREAM PARTNERS LP,

as Gatherer

TABLE OF CONTENTS


		Page

ARTICLE 1 DEFINITIONS			1

Section 1.1	Definitions		1
Section 1.2	Other Terms		14
Section 1.3	References and Rules of Construction		14

ARTICLE 2 DEDICATION OF PRODUCTION			14

Section 2.1	Shipper’s Joint Dedication		14
Section 2.2	Shipper’s Sole Dedication		15
Section 2.3	Third Party’s Dedication		16
Section 2.4	Conflicting Dedications		16
Section 2.5	Shipper’s Reservations		16
Section 2.6	Releases from Dedication		17
Section 2.7	Covenant Running with the Land		18
Section 2.8	Memorandum		19

ARTICLE 3 GATHERING SYSTEM EXPANSION AND CONNECTION OF WELLS			19

Section 3.1	Development Report; Gathering System Plan; Meetings and Review and Exchange of Planning Information		19
Section 3.2	Expansion of Gathering System and Connection of Well Pads		22
Section 3.3	Cooperation		23
Section 3.4	Compression		23
Section 3.5	Right of Way and Access		23
Section 3.6	Blending Rights		24
Section 3.7	Liquid Condensate		25

ARTICLE 4 TENDER, NOMINATION AND GATHERING OF PRODUCTION			25

Section 4.1	Priority of Service		25
Section 4.2	Governmental Action		25
Section 4.3	Tender of Dedicated Production and Additional Production		26
Section 4.4	Gathering Services; Service Standard		26
Section 4.5	Nominations, Scheduling, Balancing and Curtailment		26
Section 4.6	Suspension/Shutdown of Service		27
Section 4.7	Gas Marketing and Transportation		27
Section 4.8	Condensate Marketing		27
Section 4.9	No Prior Flow of Gas in Interstate Commerce		28
Section 4.10	Right of First Offer		28

ARTICLE 5 FEES			29

Section 5.1	Fees		29
Section 5.2	Fee Adjustments		30


Section 5.3	Fee Reset	32
Section 5.4	Condensate	32
Section 5.5	Excess Gathering System L&U	32
Section 5.6	Excess Gathering System Fuel Usage	32

ARTICLE 6 QUALITY AND PRESSURE SPECIFICATIONS		33

Section 6.1	Quality Specifications	33
Section 6.2	Failure to Meet Specifications	33
Section 6.3	Pressure	34

ARTICLE 7 TERM		34

Section 7.1	Term	34
Section 7.2	Effect of Termination or Expiration of the Term	35

ARTICLE 8 TITLE AND CUSTODY		35

Section 8.1	Title	35
Section 8.2	Custody	35

ARTICLE 9 BILLING AND PAYMENT		35

Section 9.1	Statements	35
Section 9.2	Payments	36
Section 9.3	Audit	37

ARTICLE 10 REMEDIES		37

Section 10.1	Suspension of Performance; Release from Dedication	37
Section 10.2	No Election	37

ARTICLE 11 FORCE MAJEURE		38

Section 11.1	Force Majeure	38
Section 11.2	Force Majeure Definition	38

ARTICLE 12 REGULATORY STATUS		38

Section 12.1	Non-Jurisdictional Gathering System	38
Section 12.2	Government Authority Modification	39

ARTICLE 13 INDEMNIFICATION AND INSURANCE		39

Section 13.1	Custody and Control Indemnity	39
Section 13.2	Shipper Indemnification	40
Section 13.3	Gatherer Indemnification	40
Section 13.4	Actual Direct Damages	40


Section 13.5	Penalties	40
Section 13.6	Insurance	41

ARTICLE 14 ASSIGNMENT		41

Section 14.1	Assignment of Rights and Obligations under this Agreement	41
Section 14.2	Pre-Approved Assignment	42
Section 14.3	Change of Control	42

ARTICLE 15 MISCELLANEOUS		42

Section 15.1	Relationship of the Parties	42
Section 15.2	Notices	43
Section 15.3	Expenses	43
Section 15.4	Waivers; Rights Cumulative	43
Section 15.5	Entire Agreement; Conflicts	43
Section 15.6	Amendment	44
Section 15.7	Governing Law; Disputes	44
Section 15.8	Parties in Interest	44
Section 15.9	Preparation of Agreement	44
Section 15.10	Severability	44
Section 15.11	Counterparts	44
Section 15.12	Confidentiality	44

ARTICLE 16 OPERATING TERMS AND CONDITIONS		45

Section 16.1	Terms and Conditions	45

EXHIBITS


EXHIBIT A		OPERATING TERMS AND CONDITIONS
EXHIBIT B-1		JOINT DEDICATED PROPERTIES
EXHIBIT B-2		DEDICATION AREA
EXHIBIT B-3		MAJORSVILLE AREA
EXHIBIT B-4		MOUNDSVILLE AREA
EXHIBIT B-5		PIA AREA
EXHIBIT B-6		MARCELLUS FORMATION LOG
EXHIBIT C		PARTIES’ ADDRESSES FOR NOTICE PURPOSES
EXHIBIT D		MEMORANDUM OF GATHERING AGREEMENT
EXHIBIT E		INSURANCE
EXHIBIT F		RECEIPT POINTS
EXHIBIT G		CONFLICTING DEDICATIONS
EXHIBIT H-1		ROFO PROPERTIES
EXHIBIT H-2		ROFO AREA
EXHIBIT I-1		DOWNTIME FEE REDUCTION

iii


EXHIBIT I-2		OPERATING PRESSURE FEE REDUCTION
EXHIBIT J		THIRD PARTIES
EXHIBIT K-1		VERTICAL MARCELLUS WELLS
EXHIBIT K-2		LEGACY WELLS

GATHERING AGREEMENT

THIS GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Agreement”) is made as of this[ ] Day of[ ], 2014 (the “Execution Date”), by and between CNX Gas Company LLC, a Virginia limited liability company (“Shipper”), and CONE Midstream Partners LP, a Delaware limited partnership (“Gatherer”). Shipper and Gatherer are sometimes together referred to in this Agreement as the “Parties” and individually as a “Party.”

RECITALS:

A. As of the Execution Date, Gatherer has acquired the Gathering System (defined below), which gathers Gas (defined below) and certain Liquid Condensate (defined below) produced from certain oil and gas leases and fee mineral interests.

B. Gatherer plans to expand the Gathering System and operate the Gathering System for, among other things, gathering, compressing, dehydrating and treating Gas within certain areas of Pennsylvania and West Virginia.

C. Shipper desires to dedicate certain Gas and Liquid Condensate attributable to its right, title and interest in (a) certain oil and gas leases and mineral interests located within the Dedication Area (defined below) to the Gathering System and (b) the Legacy Wells (defined below).

D. Shipper desires to deliver such Gas and Liquid Condensate to Gatherer for the purpose of gathering, blending, compressing, dehydrating, treating, stabilizing, storing, loading and re-delivering such Gas and, subject to the provisions hereof, Liquid Condensate to or for the account of Shipper, and Gatherer desires to provide such services to Shipper on the terms and subject to the conditions of this Agreement.

AGREEMENTS:

NOW, THEREFORE, in consideration of the mutual agreements, covenants, and conditions in this Agreement contained, Gatherer and Shipper hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1Definitions. As used in this Agreement, the following capitalized words and terms shall have the meaning ascribed to them below:

“Additional/Accelerated Well” has the meaning given to it inSection 3.1(f).

“Additional Condensate Properties” means the Joint Dedicated Properties (other than in the PIA Area, the Moundsville Area and/or the Majorsville Area).

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is Under Common Control With, such Person. The term “Affiliated” shall have the correlative meaning.

“Affiliate Gatherer” has the meaning given to it inSection 14.1(a)(ii).

“Affiliate Gatherer Dedicated Properties” has the meaning given to it inSection 14.1(a)(ii).

“Agreement” has the meaning given to it in the preamble hereof.

“Annual Escalation Factor” means 2.5%.

“Barrel” means a quantity consisting of forty-two Gallons.

“Blending Gas” has the meaning set forth inSection 3.6(b).

“Btu” means the amount of heat required to raise the temperature of one pound of water by one degree Fahrenheit at a pressure of 14.73 Psia and determined on a gross, dry basis.

“Business Day” means a Day (other than a Saturday or Sunday) on which commercial banks in the State of Pennsylvania are generally open for business.

“Claiming Party” has the meaning given to it inSection 11.2.

“Compression Charge” means an amount equal to the product of (a) all out of pocket costs incurred by Gatherer to obtain electricity sufficient for Gatherer to utilize electrical compression at each Fuel Point that uses electrical compression to compress Shipper’s Tendered Gas for the Month of Service for which Shipper requests electricity as the fuel source for the Fuel Points, and (b) the percentage determined by dividing (i) the volumes of owned or Controlled Gas Tendered by Shipper to the Gathering System for such Month of Service, and (ii) all volumes of Gas received by the Gathering System for such Month of Service.

“Condensate” means Drip Condensate and Liquid Condensate.

“Condensate Gathering Fees” has the meaning given to it inSection 5.1(c)(iii).

“Condensate Services” means (a) the receipt of Shipper’s owned or Controlled Liquid Condensate at the Receipt Points; (b) as applicable, the collection, injection, gathering and stabilization (to sales specifications) of such Liquid Condensate; (c) the handling, storage, loading, and, subject toSection 4.8, marketing or re-delivery at the applicable Delivery Point of such Liquid Condensate for Shipper’s account; and (d) the other services to be performed by Gatherer in respect of such Liquid Condensate as set forth in this Agreement, all in accordance with the terms of this Agreement.

“Conflicting Dedication” means any gathering agreement or any commitment or arrangement (including any volume commitment) that would permit or require Shipper’s owned and/or Controlled Gas to be gathered on any gathering system or similar system other than the Gathering System, including any such agreement, commitment or arrangement burdening properties hereinafter acquired by Shipper in the Dedication Area.

“Control” (including the terms “Controlling,” “Controlled” and “Under Common Control With”) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Gas or Liquid Condensate, such Gas or Liquid Condensate produced from the Dedication Area and (i) owned by a Third Party set forth onExhibit J or (ii) owned by a Third Party working interest owner in lands covered by the Dedicated Properties with respect to which Shipper has the contractual right or obligation (pursuant to a marketing, agency, operating, unit or similar agreement) to market such Gas or Liquid Condensate and Shipper elects or is obligated to market such Gas or Liquid Condensate on behalf of the applicable Third Party.

“Day” means a period of time beginning at 9:00 a.m. Central Time on a calendar day and ending at 9:00 a.m. Central Time on the succeeding calendar day. The term “Daily” shall have the correlative meaning.

“Dedicated Production” means, collectively, the Joint Dedicated Production, the Sole Dedicated Production and the Legacy Well Dedicated Production.

“Dedicated Properties” means the Joint Dedicated Properties and any Sole Dedicated Properties dedicated by Shipper from time to time pursuant toSection 2.2.

“Dedicated ROFO Properties” has the meaning given to it inSection 4.10(d).

“Dedication Area” means the area described onExhibit B-2.

“Delayed Connection Days” means the number of Days (without duplication) from the On-Line Deadline until such applicable facilities are completed by Gatherer or (underSection 3.2(d)) by Shipper or Noble and/or such Gathering Services can be provided by Gatherer.

“Delayed Planned Wells” means the Planned Wells at a Planned Well Pad that Gatherer fails to connect to the Gathering System and/or is not ready or is unable to provide Gathering Services for such Planned Wells, in each case, on or before the applicable On-Line Deadline.

“Delivery Point” means, as applicable (a) each point of interconnection of the Gathering System with the facilities of a Processing Plant, Downstream Pipeline or Downstream Condensate Storage Tank not a part of the Gathering System, (b) the outlet flange of any Downstream Condensate Storage Tank that is part of the Gathering System and (c) such points as may be added from time to time by Shipper pursuant to the applicable Development Report or otherwise and at which points, subject toSection 3.6 andSection 4.8, Gatherer will re-deliver Gas and/or Liquid Condensate to Shipper for its own account.

“Development Report” has the meaning given to it inSection 3.1(a).

“Downstream Condensate Storage Tank” means any storage tank where Condensate (stabilized as appropriate) is collected and stored prior to being sold and/or delivered to market via trucks, rail or pipeline.

“Downstream Pipeline” means any pipeline downstream of any Delivery Point on the Gathering System owned by a Third Party.

“Downtime Event” means a period during which all or a portion of the Gathering System was unavailable to provide Gathering Services.

“Downtime Percentage” means (a) for purposes of determining the Downtime Percentage for the Gathering System, an amount equal to the quotient of (i) the sum of all daily losses (in MMBtu) for the Gathering System for the applicable period divided by (ii) the sum of (y) the amount (in MMBtu) of the total deliveries of Dedicated Production for the applicable period and (z) the sum of all daily losses (in MMBtu) for the Gathering System for the applicable period and (b) for purposes of determining the Downtime Percentage for an Individual System, an amount equal to the quotient of (i) the sum of all daily losses (in MMBtu) for such Individual System for the applicable period divided by (ii) the sum of (y) the amount (in MMBtu) of the total deliveries of Dedicated Production for such Individual System for the applicable period and (z) the sum of all daily losses (in MMBtu) for such Individual System for the applicable period.

“Drilling Unit” means the area fixed for the drilling of one Well or Planned Well by order or rule of any applicable Governmental Authority, or (if no such order or rule is applicable) the area fixed for the drilling of a Well or Planned Well reasonably established by the pattern of drilling in the applicable area or otherwise established by Shipper in its reasonable discretion.

“Drip Condensate” means that portion of Shipper’s owned or Controlled Gas that is received into the Gathering System (without manual separation or injection) that condenses in, and is recovered from, the Gathering System as a liquid.

“Dry Gas” means Gas that is not Wet Gas.

“Dry Gas Gathering Fee” has the meaning given to it inSection 5.1(a).

“Execution Date” has the meaning given to it in the preamble of this Agreement.

“Facility Segment” means a physically separate segment of the Gathering System constructed, owned (or leased) or acquired by Gatherer, whether now or in the future, to connect certain of the Well Pads to a Delivery Point, including all required Receipt Point interconnections, low-pressure gathering lines, compression facilities (including associated dehydration and treatment facilities), high-pressure gathering lines, meters and measurement facilities, Condensate collection, gathering, stabilization, handling and storage facilities, Delivery Point interconnections and all associated equipment and facilities constructed, owned (or leased) and operated or otherwise provided by Gatherer in connection therewith.

“Fee” or “Fees” means, collectively, the Dry Gas Gathering Fee, the Wet Gas Gathering Fees, the Condensate Gathering Fees and, if applicable, any Sole Dedication Fee.

“Fee Model” means that economic model agreed on by the Parties in computing the Fees as of the Execution Date.

“First Development Report” has the meaning given to it inSection 3.1(a).

“First Development Report Planned Well” means a Planned Well identified in the First Development Report that is anticipated to be completed and ready to be placed-on line prior to September 30, 2016.

“Force Majeure” has the meaning given to it inSection 11.2.

“Fuel Point” has the meaning given to it inSection 1.8 ofExhibit A.

“Gallon” means one U.S. gallon.

“Gas” means any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons, including (unless otherwise expressly provided herein) liquefiable hydrocarbons and Drip Condensate, and including inert and noncombustible gases, in each case, produced from beneath the surface of the earth;provided,however, that the term “Gas” as used herein shall not include Liquid Condensate.

“Gas Services” means (a) with respect to Gas produced from the Moundsville Area or the PIA Area: (i) the receipt of Shipper’s owned or Controlled Gas (including Drip Condensate) at the Receipt Points and (ii) the re-delivery of Gas that is thermally equivalent to Shipper’s delivered for Shipper’s account Gas at the Delivery Points as being delivered on the Execution Date (or any other mutually agreed successor Delivery Point), in each case, in accordance with the terms of this Agreement and (b) with respect to Gas produced from the Dedicated Area other than the Moundsville Area or the PIA Area: (i) the receipt of Shipper’s owned or Controlled Gas (including Drip Condensate) at the Receipt Points; (ii) the gathering, dehydrating, compressing, treating and blending to applicable tariff requirements (subject to any waivers in place) of such Gas and the collection and gathering of any Drip Condensate; (iii) the re-delivery of Gas that is thermally equivalent to Shipper’s delivered Gas at the Delivery Points for Shipper’s account; and (iv) the other services to be performed by Gatherer in respect of such Gas as set forth in this Agreement, in each case, in accordance with the terms of this Agreement.

“Gatherer” has the meaning given to it in the preamble of this Agreement.

“Gatherer Group” has the meaning given to it inSection 13.2.

“Gathering Services” means, collectively, the Gas Services and the Condensate Services.

“Gathering System” means the existing Gas and Condensate gathering system, including (a) pipelines; (b) compression, dehydration and treating facilities; (c) controls, Delivery Points, meters and measurement facilities; (d) owned (or leased) Condensate collection, gathering, stabilization, handling, and storage facilities; (e) rights of way, fee parcels, surface rights and permits; and (f) all appurtenant facilities, constructed, owned (or leased) and operated by Gatherer to provide Gathering Services to Shipper or Third Parties, as such gathering system and/or facilities are modified and/or extended from time to time to provide Gathering Services to

Shipper pursuant to the terms hereof or to Third Parties, including the Facility Segments to be constructed and owned (or leased) and operated by Gatherer under this Agreement to provide the Gathering Services contemplated in this Agreement for Shipper.

“Gathering System Fuel” means all Gas and electric power measured and utilized as fuel for the Gathering System, including Gas and electric power utilized as fuel for compressor stations, stated in MMBtus or kilowatt hours (as applicable).

“Gathering System L&U” means any Gas or Liquid Condensate received into the Gathering System that is lost or otherwise not accounted for incident to, or occasioned by, the gathering, treating, compressing, blending, stabilization and re-delivery, as applicable, of Gas and Liquid Condensate, including Gas and/or Liquid Condensate released through leaks, instrumentation, relief valves, flares and blow downs of pipelines, vessels and equipment;provided, however that “Gathering System L&U” shall will not include any Gas or Liquid Condensate that is lost as a result of Gatherer’s negligence, gross negligence or willful misconduct.

“Gathering System Plan” has the meaning given to it inSection 3.1(c).

“Governmental Authority” means any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

“Greenhill Delivered Production” has the meaning given to it inSection 5.2(e).

“Greenhill Facility” has the meaning given to it inSection 5.2(e).

“Gross Heating Value” means the number of Btus produced by the combustion, on a dry basis and at a constant pressure, of the amount of Gas which would occupy a volume of 1 cubic foot at a temperature of 60 degrees Fahrenheit and at a pressure of 14.73 Psia, with air of the same temperature and pressure as the Gas, when the products of combustion are cooled to the initial temperature of the Gas and air and when the water formed by combustion is condensed to the liquid state. Hydrogen sulfide shall be deemed to have no heating value.

“Group” means (a) with respect to Shipper, the Shipper Group and (b) with respect to Gatherer, the Gatherer Group.

“Imbalance Account” has the meaning given to it inSection 1.3 ofExhibit A.

“Individual System” means a midstream gathering system as designated in any Gathering System Plan and which, for the avoidance of doubt, as of the Execution Date include the Majorsville System, the Mamont System, the McQuay System, the Fink System, the Tygart Valley System, the Tygart Valley West System, the Pennsboro / Shirley System, the Moundsville System, the Pullman / Oxford System, the PIA System and the Wadestown System.

“Industry Expert” means a major, independent accounting firm or other qualified industry expert with at least 10 years relevant experience, which firm or expert shall not be regularly engaged by or otherwise have a material relationship with either Shipper or Gatherer or any of their Affiliates, and shall not otherwise have a conflict of interest in relation to Shipper and Gatherer or any of their Affiliates.

“Initial Term” has the meaning set forth inSection 7.1.

“Interest Rate” means, on the applicable date of determination, the LIBOR Rate plus an additional three percentage points (or, if such rate is contrary to any applicable Law, the maximum rate permitted by such applicable Law).

“Intermediate Delivery Point” means an interconnection of a pipeline to the Gathering System upstream of the applicable Delivery Point that allows Shipper to take Gas previously Tendered by Shipper and deliver it back to the Gathering System at a secondary Receipt Point on another portion of the Gathering System in order to facilitate blending of such Gas by Shipper with other Gas to cause the resultant combined Gas to meet tariffs of Downstream Pipelines as provided inSection 3.6.

“Interruptible Service” means all obligations of Gatherer to receive, gather, treat, stabilize, load, compress, store and re-deliver, as applicable, Gas or Liquid Condensate, which obligations are designated as interruptible and as to which obligations Gatherer may interrupt its performance thereof for any or no reason.

“JDA Parties” means, collectively, Shipper and Noble.

“Joint Dedicated Gas” means (a) Gas produced from the Joint Dedicated Properties and (b) Third Party Gas under the Control of Shipper produced from the lands covered by the Joint Dedicated Properties and (c) Gas produced from the ROFO Properties that have been dedicated to Gatherer under this Agreement pursuant toSection 4.10.

“Joint Dedicated Liquid Condensate” means (a) Liquid Condensate produced from the Joint Dedicated Properties that are located in the PIA Area, the Majorsville Area and/or the Moundsville Area; (b) Third Party Liquid Condensate under the Control of Shipper produced from the lands located in the PIA Area, the Majorsville Area and/or the Moundsville Area and (c) Liquid Condensate produced from the Additional Condensate Properties that have been dedicated to Gatherer under this Agreement pursuant toSection 4.10.

“Joint Dedicated Production” means, collectively, Joint Dedicated Gas and Joint Dedicated Liquid Condensate.

“Joint Dedicated Properties” means Shipper’s interest in the oil and/or gas leases, mineral interests and other similar interests that as of the Execution Date are, or that after the Execution Date become, jointly owned by the JDA Parties (in undivided interests) in the Dedication Area, including those certain oil and/or gas leases, mineral interests and other similar interests described onExhibit B-1, in each case, to the extent and only to the extent that such oil and/or gas leases, mineral interests and other similar interests cover and relate to the Marcellus Formation.

“Laws” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other official act of or by any Governmental Authority.

“Legacy Wells” certain existing wells described inExhibit K-2 to this Agreement to the extent such wells are in the Dedication Area.

“Legacy Well Dedicated Production” means (a) all of Shipper’s interest in Gas produced from the Legacy Wells and (b) Third Party Gas produced from the Legacy Wells under the Control of Shipper.

“LIBOR” means 3-month LIBOR, as reported in the Markets Data Center of The Wall Street Journal.

“Liquid Condensate” means Shipper’s owned or Controlled liquid hydrocarbons separated (mechanically or otherwise) from Shipper’s owned or Controlled Gas at or near the Well Pad upstream of the Receipt Points and injected into the Gathering System by Shipper at a Receipt Point.

“Loss” or “Losses” means any actions, claims, settlements, judgments, demands, liens, losses, damages, fines, penalties, interest, costs, expenses (including expenses attributable to the defense of any actions or claims), attorneys’ fees and liabilities, including Losses for bodily injury, death, or property damage.

“Majorsville Area” means the area described inExhibit B-3.

“Majorsville Condensate Gathering Fee” has the meaning given to it inSection 5.1(c)(i).

“MAOP” means maximum allowable operating pressure.

“Marcellus Formation” means, (a) in central Pennsylvania, specifically from the top of the Burkett in the DeArmitt #1(API 37-129-27246) and 7000’MD through to the top of the Onondaga at 7530’MD and illustrated in the log attached onExhibit B-6; (b) in southwest Pennsylvania, specifically from the top of the Burkett in the GH-10C-CV (API 37-059-25397) at 7600’MD through to the top of the Onondaga at 7900’MD and illustrated in the log attached onExhibit B-6; and (c) in West Virginia, specifically from the top of the Burkett in the DEPI #14815 (API 47-001-02850) at 7350’MD through to the top of the Onondaga at 7710’MD and illustrated in the log attached onExhibit B-6.

“McQuay Facility” has the meaning given to it inSection 5.2(e).

“Measurement Device” means the meter body (which may consist of an orifice meter or ultrasonic meter), LACT unit or other Gas or Liquid Condensate metering device, tube, orifice plate, connected pipe, tank strapping, and fittings used in the measurement of Gas flow, Liquid Condensate flow and volume and/or Gas Btu content.

“MMBtu” means one million Btus.

“Month” means a period of time beginning at 9:00 a.m. Central Time on the first Day of a calendar month and ending at 9:00 a.m. Central Time on the first Day of the next succeeding calendar month. The term “Monthly” shall have the correlative meaning.

“Month of Service” has the meaning given to it inSection 5.2(d).

“Monthly Other Production” has the meaning given to it inSection 5.2(e).

“Moundsville Area” means the area described inExhibit B-4.

“Moundsville Condensate Gathering Fee” has the meaning given to it inSection 5.1(c)(ii).

“Moundsville/PIA Wet Gas Gathering Fee” has the meaning given to it inSection 5.1(b)(i).

“MSCF” means one thousand Standard Cubic Feet.

“NAESB” means North American Energy Standards Board, or its successors.

“Net Acres” means (a) with respect to any oil and gas lease in which Shipper has an interest, (i) the number of gross acres in the lands covered by such oil and gas lease, multiplied by (ii) the undivided percentage interest in oil, gas and other minerals covered by such oil and gas lease, multiplied by (iii) Shipper’s working interest in such oil and gas lease, and (b) with respect to any mineral fee interest of Shipper, (i) the number of gross acres in the lands covered by such mineral fee interest, multiplied by (ii) the undivided percentage interest of Shipper in oil, gas and other minerals in such lands.

“Net Condensate Price” means, with respect to Condensate sold by Gatherer pursuant to this Agreement in any Month, the weighted average gross proceeds per Barrel received by Gatherer from the sale of such Condensate to a non-Affiliated Third Party f.o.b. at the applicable Downstream Condensate Storage Tank(s) during such Month or if Gatherer transports Shipper’s Condensate from the applicable Downstream Condensate Storage Tank(s) and sells Shipper’s Condensate at a location away from such Downstream Condensate Storage Tank, the weighted average gross proceeds per Barrel received by Gatherer during such Month from the sale of such Condensate to a non-Affiliated Third Party less Gatherer’s non-Affiliated Third Party, verifiable out-of-pocket transportation expenses with respect to such Condensate so sold.

“NGL” means natural gas liquids.

“Noble” means Noble Energy, Inc.

“Noble Dedicated Production” means, collectively, the Noble Joint Dedicated Production and the Noble Sole Dedicated Production.

“Noble Gathering Agreement” means that certain Gathering Agreement dated as of the date hereof between Noble and Gatherer (without regard to any amendments thereto unless expressly consented to by Shipper).

“Noble Joint Dedicated Production” means “Joint Dedicated Production” as defined in the Noble Gathering Agreement.

“Noble Sole Dedicated Production” means “Sole Dedicated Production” as defined in the Noble Gathering Agreement.

“Notifying Party” has the meaning set forth inSection 5.6(b).

“OFO” means an operational flow order or similar order respecting operating conditions issued by a Downstream Pipeline.

“On-Line Deadline” has the meaning given to it inSection 3.2(b).

“Operating Terms” means those additional terms and conditions applicable to Gathering Services provided under this Agreement, as set forth inExhibit A.

“Other Areas Wet Gas Gathering Fee” has the meaning given to it inSection 5.1(b)(ii).

“Other Production” has the meaning given to it inSection 5.2(e).

“Party” or “Parties” has the meaning given to it in the Preamble.

“PDA” means, with respect to a Receipt Point or Delivery Point, a predetermined allocation directive from, or agreement with, Shipper.

“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority or any other entity.

“PIA Area” means the area described inExhibit B-5.

“PIA Condensate Gathering Fee” has the meaning given to it inSection 5.1(c)(iii).

“Planned Well” has the meaning given to it inSection 3.1(b).

“Planned Well Pad” has the meaning given to it inSection 3.1(b).

“Pressure Overage Percentage” means an amount equal to the quotient of (a) the difference between (i) the actual arithmetic average operating pressure of an Individual System and (ii) the Target Pressure for such Individual System for the calendar quarter divided by (b) the Target Pressure for such Individual System for such calendar quarter.

“Priority One Service” means that type of service that has the highest priority call on capacity of all or any relevant portion of the Gathering System, which service shall not be subject to interruption or curtailment except by reason of an event of Force Majeure, necessary Gathering System maintenance or as otherwise expressly set forth in this Agreement and which service in any event has a higher priority than Priority Two Service, Interruptible Service and any other permissible level of service established by Gatherer pursuant to the terms and conditions of this Agreement.

“Priority Two Service” means that type of service that has the second highest priority call on capacity of all or any relevant portion of the Gathering System second only to Priority One Service, which service shall not be subject to interruption or curtailment except by reason of an event of Force Majeure, necessary Gathering System maintenance or as otherwise expressly set forth in this Agreement and which service in any event has a higher priority than Interruptible Service and any other permissible level of service established by Gatherer pursuant to the terms and conditions of this Agreement (other than Priority One Service).

“Processing Plant” means a Gas processing facility downstream of any Delivery Point on the Gathering System to which Shipper has dedicated, or in the future elects to dedicate, Shipper’s owned or Controlled Gas for processing or at which Shipper has arranged for such Gas to be processed prior to delivery to a Downstream Pipeline.

“Proposed Fee” has the meaning given to it inSection 2.2(b).

“Proposed Gathering Services” has the meaning given to it inSection 2.2(b).

“Proposed Sole Dedicated Properties” has the meaning given to it inSection 2.2(b).

“Psia” means pounds per square inch absolute.

“Rate Reset Trigger” means any of (a) the initiation of Gathering Services for Sole Dedicated Production or (b) the initiation of Gathering Services for a Third Party (other than a Third Party that has elected for Shipper to Control such Third Party’s Gas or Liquid Condensate).

“Receipt Point” means any of the connecting flanges on the Gathering System located at or nearby or assigned to a Well Pad (which flanges, in some cases, has a Measurement Device) where Shipper’s facilities are connected to the Gathering System and more particularly described onExhibit F, which Exhibit may be updated from time to time by Shipper pursuant to the applicable Development Report or otherwise and with respect to any Gas delivered by Shipper for blending, the Receipt Point for such blending Gas designated by Shipper from time to time.

“Receiving Party” has the meaning set forth inSection 5.6(b).

“ROFO Area” means the area described onExhibit H-2.

“ROFO Notice” has the meaning given to it inSection 4.10(a).

“ROFO Offer” has the meaning given to it inSection 4.10(b).

“ROFO Properties” means (a) with respect to Gas Services, Shipper’s interest in the oil and/or gas leases, mineral interests and other similar interests that as of the Execution Date are, or that after the Execution Date become, jointly owned by the JDA Parties (in undivided interests) in the ROFO Area, including those certain oil and/or gas leases, mineral interests and other similar interests described onExhibit H-1, in each case, to the extent and only to the extent that such oil and/or gas leases, mineral interests and other similar interests cover and relate to the Marcellus Formation and (b) with respect to Condensate Services, Shipper’s interest in the oil

and/or gas leases, mineral interests and other similar interests that as of the Execution Date are, or that after the Execution Date become, jointly owned by the JDA Parties (in undivided interests) in the ROFO Area, including those certain oil and/or gas leases, mineral interests and other similar interests described onExhibit H-1, in each case, to the extent and only to the extent that such oil and/or gas leases, mineral interests and other similar interests cover and relate to the Marcellus Formation.

“Shipper” has the meaning given to it in the preamble of this Agreement.

“Shipper’s Facilities” means the assets and properties of Shipper upstream of a Receipt Point.

“Shipper Group” has the meaning given to it inSection 13.3.

“Shipper Meters” has the meaning given to it inSection 1.4 ofExhibit A.

“Sole Dedicated Gas” means (a) Gas produced from Sole Dedicated Properties and (b) Third Party Gas under the Control of Shipper produced from the lands covered by the Sole Dedicated Properties.

“Sole Dedicated Liquid Condensate” means (a) Liquid Condensate produced from the Sole Dedicated Properties, (b) Third Party Liquid Condensate under the Control of Shipper produced from the lands covered by the Sole Dedicated Properties, (c) Liquid Condensate produced from Additional Condensate Properties and (d) Third Party Liquid Condensate under the Control of Shipper produced from the lands covered by the Additional Condensate Properties.

“Sole Dedicated Production” means, collectively, Sole Dedicated Gas and Sole Dedicated Liquid Condensate.

“Sole Dedicated Properties” means Shipper’s interest in oil and/or gas leases, mineral interests and other similar interests within the Dedication Area that are not Joint Dedicated Properties and which Shipper elects to dedicate pursuant toSection 2.2(b) and Gatherer accepts (or is deemed to have accepted) such dedication pursuant toSection 2.2(b).

“Sole Dedication Fee” means the fee with respect to Sole Dedicated Properties agreed to (or deemed agreed to) by Shipper and Gatherer pursuant toSection 2.2.

“Sole Dedication Notice” has the meaning given to it inSection 2.2(b).

“Standard Cubic Foot” means that quantity of Gas that occupies one cubic foot of space when held at a base temperature of 60 degrees Fahrenheit and a pressure of 14.73 Psia.

“Statement Deadline” has the meaning set forth inSection 9.1.

“Subject Expenses” has the meaning given to it in the definition of Target Return.

“Subject ROFO Properties” has the meaning given to it inSection 4.10(b).

“System Receipt Point” has the meaning given to it inSection 1.8 ofExhibit A.

“Tap” means a point on the Gathering System downstream of all compression, dehydration, treatment and other similar facilities but upstream of the applicable Delivery Point.

“Target On-Line Date” has the meaning given to it inSection 3.1(b).

“Target Pressure” has the meaning given to it inSection 5.2(c).

“Target Return” means an unlevered 15% rate of return on incremental operating expenses and incremental capital expenses anticipated, in Gatherer’s good faith opinion, to be incurred by Gatherer in providing the Gathering Services requested in a Sole Dedication Notice with respect to Proposed Sole Dedicated Properties (such expenses, the “Subject Expenses”).

“Tender” means (a) with respect to Gas, the act of Shipper’s making Gas available or causing Gas to be made available to the Gathering System at a Receipt Point and (b) with respect to Liquid Condensate, the act of Shipper’s injection or causing the Liquid Condensate to be injected into the Gathering System at a Receipt Point. “Tendered” shall have the correlative meaning.

“Term” has the meaning given to it inSection 7.1.

“Thermal Content” means, for Gas, the product of the measured volume in MSCFs multiplied by the Gross Heating Value per MSCF, adjusted to the same pressure base and expressed in MMBtus; and for a liquid, the product of the measured volume in gallons multiplied by the Gross Heating Value per Gallon determined in accordance with the GPA 2145-09 Table of Physical Properties for Hydrocarbons and GPA 8173 Method for Converting Mass of Natural Gas Liquids and Vapors to Equivalent Liquid Volumes, in each case as revised from time to time.

“Third Party”means any Person other than a Party to this Agreement or any Affiliate of a Party to this Agreement.

“Third Party Gas”means Gas owned by a Third Party.

“Third Party Liquid Condensate”means Liquid Condensate owned by a Third Party.

“Total Shipper Permitted Transfer Acres” means (a) 25,000 Net Acresplus (b) any Net Acres acquired by Shipper (by purchase, farmin or otherwise) from and after the Execution Date that are subject to dedication under this Agreement or are otherwise dedicated by Shipper under this Agreement, in each case, in the Dedication Arealess (c) those Net Acres included in the Dedicated Properties that are divested by Shipper (by sale, farmout or otherwise) during the period from and after the Execution Date.

“Well” means a well for the production of hydrocarbons in which Shipper owns an interest that is either producing or is intended to produce Dedicated Production.

“Well Pad” means the surface installation on which one or more Wells are located.

“Wet Gas” means Gas Tendered by Shipper hereunder that Shipper intends to extract NGLs therefrom.

“Wet Gas Gathering Fee” has the meaning given to it inSection 5.1(b)(ii).

“Year” means a period of time on and after January 1 of a calendar year through and including December 31 of the same calendar year;provided that the first Year shall commence on the Execution Date and run through December 31 of that calendar year, and the last Year shall commence on January 1 of the calendar year and end on the Day on which this Agreement terminates.

Section 1.2Other Terms. Other capitalized terms used in this Agreement and not defined inSection 1.1 above have the meanings ascribed to them throughout this Agreement.

Section 1.3References and Rules of Construction. All references in this Agreement to Exhibits, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means “including without limitation.” All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein will have the meaning given to it under generally accepted accounting principles. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law means such Law as it may be amended from time to time.

ARTICLE 2

DEDICATION OF PRODUCTION

Section 2.1Shipper’s Joint Dedication. Subject to the provisions ofSection 2.3 throughSection 2.7 andArticle 14, Shipper:

(a) exclusively dedicates and commits to deliver to Gatherer under this Agreement, as and when produced, all of the (i) Gas owned by Shipper produced during the Term from the Joint Dedicated Properties, (ii) Liquid Condensate owned by Shipper produced during the Term from the Joint Dedicated Properties that are located in the PIA Area, the Majorsville Area and/or the Moundsville Area (and not any other Joint Dedicated Properties) and (iii) Gas owned by Shipper produced during the Term from the Legacy Wells;

(b) commits to deliver to Gatherer under this Agreement, as and when produced (i) all of the Third Party Gas under the Control of Shipper produced during the Term from lands covered by the Joint Dedicated Properties, (ii) all of the Third Party Liquid Condensate under the

Control of Shipper produced during the Term from lands covered by the Joint Dedicated Properties that are located in the PIA Area, the Majorsville Area and/or the Moundsville Area (and not any other Joint Dedicated Properties) and (iii) all of the Third Party Gas under the Control of Shipper produced during the Term from the Legacy Wells; and

(c) except as provided inSection 3.6, agrees not to deliver any Dedicated Production to any other gatherer, purchaser or marketer or other Person prior to delivery to Gatherer at the Receipt Points.

Section 2.2Shipper’s Sole Dedication.

(a) From time to time, subject toSection 2.2(b), Shipper may designate its interests in oil and/or gas leases, mineral interests and other similar interests within the Dedication Area that are not Joint Dedicated Properties as Sole Dedicated Properties. If Gatherer accepts such dedication (or is obligated to accept such designation pursuant toSection 2.2(b)), then subject to the provisions ofSection 2.3 throughSection 2.7 andArticle 14, Shipper will be deemed to have (i) dedicated and committed to deliver to Gatherer under this Agreement, as and when produced, all of the Gas owned by Shipper thereafter produced during the Term from Sole Dedicated Properties and (ii) committed to deliver to Gatherer under this Agreement, as and when produced, all of Third Party Gas under the Control of Shipper that is thereafter produced during the Term from the lands covered by such Sole Dedicated Properties.

(b) If Shipper wishes to dedicate to Gatherer hereunder its interests in oil and/or gas leases, mineral interests and other similar interests within the Dedication Area that are not Joint Dedicated Properties as Sole Dedicated Properties, then Shipper shall prepare in good faith and deliver to Gatherer a notice (a “Sole Dedication Notice”) setting forth (i) the oil and/or gas leases, mineral interests and other similar interests Shipper wishes to designate as Sole Dedicated Properties (the “Proposed Sole Dedicated Properties”), (ii) the general location of such Proposed Sole Dedicated Properties, (iii) a current production forecast for such Proposed Sole Dedicated Properties, including the date on which production from such Proposed Sole Dedicated Properties is anticipated to come online, and the locations of the planned wells on such Proposed Sole Dedicated Properties, (iv) the proposed Gathering Services to be provided by Gatherer (the “Proposed Gathering Services”) and (v) proposed fees for such Services to be provided by Gatherer (collectively, the “Proposed Fee”). As soon as reasonably practicable, but in any event within 30 Days following receipt of a Sole Dedication Notice, Gatherer shall provide a written response to Shipper setting forth Gatherer’s election to accept or reject the dedication of such Proposed Sole Dedicated Properties;provided,however, if the Proposed Fee would provide Gatherer at least the Target Return with respect to the Proposed Gathering Services, then Gatherer shall be obligated to accept the dedication of such Proposed Sole Dedicated Properties and provide the Proposed Gathering Services with respect to the applicable Proposed Sole Dedicated Properties at the applicable Proposed Fee. If Gather elects to reject the dedication of such Proposed Sole Dedicated Properties for the Proposed Fee because the acceptance of such dedication would not provide Gatherer at least the Target Return, then Gatherer shall provide in such notice of rejection a calculation showing the anticipated return on the Subject Expenses Gatherer anticipates it would earn based on the Subject Expenses associated with the Proposed Gathering Services using the Proposed Gathering Fee and, within 30 Days following the receipt by Shipper of Gatherer’s rejection of the dedication of such

Proposed Sole Dedicated Properties, Shipper may deliver a revised Sole Dedication Notice including a revised Proposed Fee. If such revised Proposed Fee would provide Gatherer at least the Target Return, then Gatherer shall be obligated to accept the dedication of such Proposed Sole Dedicated Properties and provide the Gathering Services set forth in the revised Sole Dedication Notice with respect to such Proposed Sole Dedicated Properties at the revised Proposed Fee. For the avoidance of doubt, Gatherer shall not be obligated to accept any dedication of Proposed Sole Dedicated Properties pursuant to thisSection 2.2(b) if the provision of the Gathering Services set forth in a Sole Dedication Notice with respect to such Proposed Sole Dedicated Properties would materially and adversely impact the provision of Gathering Services with respect to the Joint Dedicated Production and/or the development of the Gathering System provided for in the then current Gathering System Plan.

Section 2.3Third Party’s Dedication. Gatherer and Shipper may from time to time mutually agree to permit Third Parties to gather Dedicated Production;provided,however, that such mutual agreement will not result in any release of such Dedicated Production from dedication under this Agreement except to the extent the Parties expressly so agree.

Section 2.4Conflicting Dedications. Notwithstanding anything in this Agreement to the contrary, Shipper shall have the right to comply with each of the Conflicting Dedications set forth inExhibit G and any other Conflicting Dedication applicable as of the date of acquisition thereof to any oil and/or gas leases, mineral interests and other similar interests within the Dedication Area (a) acquired by Shipper after the Execution Date and (b) which have become subject to dedication under this Agreement (but not any entered into in connection with such acquisition);provided,however, that Shipper shall have the right to comply with the applicable Conflicting Dedication only until the first Day of the Month following the termination by Shipper of such Conflicting Dedication. As of the Execution Date, Shipper represents that, except as set forth inExhibit G, Dedicated Production is not subject to any other Conflicting Dedication.

Section 2.5Shipper’s Reservations. Shipper reserves the following rights respecting Dedicated Production for itself:

(a) to operate (or cause to be operated) Wells producing Dedicated Production in its sole discretion, including the right (but not the obligation) to drill new Wells, to repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, and to cease production from or abandon any Well or surrender any such oil and gas lease, in whole or in part, when no longer deemed by Shipper to be capable of producing Gas or Liquid Condensate in paying quantities under normal methods of operation;

(b) to use Dedicated Production for lease operations (including reservoir or mine pressure maintenance), water treatment facility operations and mine operations (other than running of mine equipment) relating to the lands within the Dedication Area;

(c) to deliver or furnish to Shipper’s lessors and holders of other burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments;

(d) the sole and exclusive right to process or arrange for the processing (including for purposes of liquids extraction) of such Dedicated Production (for the sake of clarity, Gatherer will have no right to process or arrange for processing of the Dedicated Production);

(e) to deliver or furnish Dedicated Production to end users if such end users receipt of such Dedicated Production is at a receipt point on Shipper’s gathering system prior to or at a designated Receipt Point;

(f) to pool, communitize or unitize Shipper’s interests with respect to Dedicated Production;provided that Shipper’s share of Dedicated Production produced from such pooled, communitized or unitized interests shall be committed and dedicated pursuant to this Agreement;

(g) until the applicable Gathering System facilities are completed and ready for service, to temporarily connect Wells or Planned Wells into other gathering systems;

(h) (i) all Joint Dedicated Liquid Condensate that is in excess of amount of Liquid Condensate with Priority One Service that is capable of being gathered, collected, stored and/or stabilized in the facilities comprising the Gathering System; (ii) all Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate that is caught during flowback operations with respect to any Well or otherwise related to mechanical failures of liquid separation on the Well Pad and (iii) all Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate that is extracted at the Well Pad as a result of the inability of the Gathering System to provide Condensate Services for such Joint Dedicated Liquid Condensate and/or Sole Dedicated Liquid Condensate;

(i) all Liquid Condensate produced from the Dedicated Properties that is not Joint Dedicated Liquid Condensate or Sole Dedicated Liquid Condensate; and

(j) all Gas and Liquid Condensate produced from those wells set forth onExhibit K-1.

Section 2.6Releases from Dedication.

(a) Dedicated Production from Wells or Planned Wells on one or more Well Pads or Planned Well Pads, and the acreage in each Drilling Unit with respect to such Wells or Planned Wells, shall be permanently released from dedication under this Agreement, and Shipper may deliver and commit such Dedicated Production to such other gatherer or gatherers as it shall determine:

(i) in the event of an unpermitted interruption as provided inSection 10.1(b);

(ii) upon written notice from Shipper, if Gatherer has failed to complete the facilities necessary to connect each Planned Well Pad and/or Planned Well to the Gathering System by On-Line Deadline as provided inSection 3.2;

(iii) upon written notice from Shipper, if Gatherer has failed to commence the Gathering Services with respect to any Planned Well Pad and/or Planned Wells by the On-Line Deadline as provided inSection 3.2;

(iv) upon written notice from Shipper, if each of the following four conditions are satisfied:

(A) the first production from any Well or Planned Well on a Well Pad or Planned Well Pad has not occurred on or before the fifth anniversary of the Execution Date,

(B) at the time of such notice such Well Pad or Planned Well Pad is located more than three miles from the nearest then-existing connection to the Gathering System,

(C) a non-Affiliated Third Party gatherer offers a lower cost of service to connect such Well Pad or Planned Well Pad and deliver such Dedicated Production produced from such Wells or Planned Wells to the desired delivery point than Gatherer offers under this Agreement (and following such notice does enter into an agreement for the gathering of such Dedicated Production), and

(D) such Well Pads or Planned Well Pad and Wells or Planned Wells are located outside of the area served or to be served by the then existing Gathering System as reflected in the then-existing Gathering System Plan;

(v) upon written notice from Shipper, with respect to such Dedicated Production that is unitized or pooled with oil and gas leases or mineral interests of Third Parties, if none of Shipper, Noble or any of their Affiliates is the operator of such unit or pooled area at the time the applicable Well is drilled; or

(vi) if such Dedicated Properties are transferred by Shipper free of the dedication as provided inSection 14.1(b).

(b) Gatherer shall also consider in good faith any proposal by Shipper made from time to time to permanently release one or more of the Dedicated Properties and the production therefrom from the dedication under this Agreement if Shipper reasonably believes that installing pipelines and equipment necessary to connect such Dedicated Properties to the Gathering System would be economically disadvantageous for Shipper, considering all gathering alternatives.

(c) Dedicated Production may also be temporarily released from dedication under this Agreement as expressly provided in this Agreement, including in the event of (i) an unpermitted interruption as provided inSection 10.1(b) or (ii) an interruption or curtailment of receipts and deliveries as provided inSection 4.6(d).

(d) At the request of Shipper, the Parties shall execute a release reasonably acceptable to Shipper (which, in the case of a permanent release, shall be in recordable form) reflecting the release of particular Wells, Planned Wells and/or Drilling Units and associated acreage included in the Dedicated Properties from dedication under this Agreement in accordance with the provisions hereof.

Section 2.7Covenant Running with the Land. Subject to the provisions ofSection 2.3 throughSection 2.6 andArticle 14, the dedication and commitment made by Shipper under this

Agreement is a covenant running with the Dedicated Properties. For the avoidance of doubt, except as set forth inArticle 14, (a) in the event Shipper sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be expressly subject to this Agreement and (b) in the event Gatherer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Gathering System, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be expressly subject to this Agreement.

Section 2.8Memorandum. Upon Gatherer’s request, Shipper shall execute and deliver to Gatherer, at Gatherer’s request, a fully recordable memorandum of this Agreement, substantially in the form ofExhibit D.

ARTICLE 3

GATHERING SYSTEM EXPANSION AND CONNECTION OF WELLS

Section 3.1Development Report; Gathering System Plan; Meetings and Review and Exchange of Planning Information.

(a) On or before November 1, 2014, Shipper will provide Gatherer with a report (“First Development Report”) describing in detail the planned development, drilling and production activities and the plant location, delivery points and anticipated peak volumes, in each case, relating to the Joint Dedicated Properties through September 30, 2016, and describing generally the long-term drilling and production expectations for those project areas in which drilling activity is expected to continue beyond such date. On or before each March 31, each June 30, each September 30 and each December 31 of each Year following the Execution Date, commencing December 31, 2014, Shipper shall provide to Gatherer an update of the then current report describing (i) in detail the planned development, drilling and production activities relating to (A) the Joint Dedicated Properties, (B) any Sole Dedicated Properties and (C) the ROFO Properties (including any Dedicated ROFO Properties), in each case, for the 24-Month period commencing on the date of such update and (ii) generally the long-term drilling and production expectations for those project areas in the Dedication Area and in the ROFO Area, in each case, in which drilling activity is expected to continue beyond such 24-Month period and which will cover at least the ten Years following the date of such update (the First Development Report, as updated in accordance with the foregoing and as the then current report may be amended from time to time, the “Development Report”).

(b) The Development Report shall include information as to:

(i) the Wells that Shipper expects will be drilled during the period covered thereby (each such Well reflected in such Development Report, a “Planned Well”);

(ii) each expected planned Well Pad (each such Well Pad reflected in such Development Report, a “Planned Well Pad”) and the expected locations thereof;

(iii) the earliest date on which one or more Wells at each Well Pad are expected to be completed and ready to be placed on-line, which date shall not be earlier than (A) with respect to a First Development Report Planned Well, the date specified in

the First Development Report for such First Development Report Planned Well and (B) with respect to any Planned Well that is not a First Development Report Planned Well, 24 Months after the date of the Development Report that initially reflected such Planned Well Pad, unless Gatherer consents to a shorter time period (with respect to each such Planned Well Pad, as adjusted pursuant toSection 3.2(b), the “Target On-Line Date”);

(iv) the anticipated characteristics of the production from such Wells (including gas and liquids composition and characteristics) and the projected production volumes (for both Gas and Liquid Condensate) and requested production pressures for each Well Pad Receipt Point included in the Development Report;

(v) the Delivery Point(s) at which Gas produced from such Wells is to be re-delivered to Shipper;

(vi) any Sole Dedicated Properties or Dedicated ROFO Properties dedicated by Shipper in accordance withSection 2.2 orSection 4.10, as applicable; and

(vii) other information reasonably requested by Gatherer that is relevant to the design, construction, and operation of the Gathering System, the relevant Facility Segment, and the relevant Receipt Point facilities at such Well Pads, including any treating, processing, or liquids handling facilities required for such Gas to meet Delivery Point specifications.

Subject toSection 3.1(f), Shipper may deliver to Gatherer, from time to time, an amendment to any Development Report previously delivered to Gatherer in accordance withSection 3.1(a).

(c) Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Gatherer by or on behalf of Shipper, including as a result of meetings between representatives of Gatherer and Shipper, Gatherer shall develop and periodically update a Gathering System plan describing and/or depicting the Gathering System necessary to provide Gathering Services in accordance with the most recent Development Report, including in connection with Shipper’s planned development, drilling and production activities with respect to the Dedicated Properties. Such Gathering System plan (each such plan, as updated in accordance with the foregoing and as the then current plan may be amended from time to time, the “Gathering System Plan”) shall include information as to:

(i) each Facility Segment then existing and operational, under construction, or planned;

(ii) all Receipt Points and Delivery Points served or to be served by each such Facility Segment;

(iii) estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for each Planned Well Pad included in the Development Report;

(iv) all compression and dehydration facilities and other major physical facilities located or to be located on or within each such Facility Segment, together with

their sizes, operating parameters, capacities, system pressures and other relevant specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (A) connect the Gathering System to the Receipt Points and Delivery Points for all Planned Well Pads and Planned Wells set forth in the most recent Development Report and (B) perform the Gathering Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report;

(v) the schedule for completing the permitting, construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for all Planned Well Pads and Planned Wells included in the most recent Development Report; and

(vi) the estimated budget amounts for the right of way acquisition and acquisition and/or construction and operations and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for all Planned Well Pads and Planned Wells included in the most recent Development Report.

Gatherer shall deliver the applicable Gathering System Plan (including any updated Gathering System Plan) to Shipper for Shipper’s approval (not to be unreasonably withheld or delayed) not later than 45 Days after Shipper’s delivery to Gatherer of the applicable Development Report or amendment thereto. The failure of Shipper to object by written notice to Gatherer, delivered within 30 Days of Shipper’s receipt of the applicable Gathering System Plan, to any portion of a Gathering System Plan relating to (A) the installation and construction (or planned installation or construction) of any Facility Segment or other Gathering System facility or (B) the sizes, operating parameters, capacities and other relevant specifications of such facilities shall be deemed to be an approval by Shipper of such portion of such Gathering System Plan. Gatherer shall make representatives of Gatherer available to discuss the most recent Gathering System Plan from time to time with Shipper and its representatives at Shipper’s request.

(d) Shipper shall make representatives of Shipper available to discuss the most recent Development Report from time to time with Gatherer and its representatives at Gatherer’s request. Gatherer and its representatives shall have the right to meet not less frequently than Monthly with one or more representatives of Shipper. At all such meetings, the Parties shall exchange updated information about their respective plans for the development and expansion of the Dedicated Properties (including amendments to the Development Report) and the Gathering System (including amendments to the Gathering System Plan for Shipper’s approval) and shall have the opportunity to discuss and provide comments on the other Party’s plans.

(e) The Parties recognize that the plans for the development of the Dedicated Properties and the Gathering System set forth in the Development Report and the Gathering System Plan, as well as all information exchanged between the Parties regarding their intentions with respect to the development of the Dedicated Properties and the Gathering System, are subject to change and revision at any time at the discretion of Shipper (in the case of plans for the Dedicated Properties) or Gatherer (in the case of plans for the Gathering System, subject to Shipper’s approval rights set forth above and the revised Gathering System Plan reflecting the

Gathering Services necessary to provide Gathering Services in accordance with the then most recent Development Report), and that such changes may impact the timing, configuration, and scope of the planned activities of the other Party.

(f) From time to time, Shipper may provide written notice to Gatherer that Shipper (i) has accelerated the Target On-Line Date for a Planned Well, (ii) anticipates the Target On-Line Date for a Planned Well to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well was initially included or (iii) anticipates drilling a Well that has not been included in a Development Report and that has a Target On-Line Date earlier than 24 Months following the next delivery of a Development Report, other than any Well that is to be drilled on a Planned Well Pad that has been previously included in a Development Report (any such Well, an “Additional/Accelerated Well”). Gatherer will use its commercially reasonable efforts to modify the Gathering System Plan and to cause the necessary gathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well;provided that, for the avoidance of doubt, if Gatherer fails to complete the facilities necessary to connect an Additional/Accelerated Well to the Gathering System by the On-Line Deadline for such Additional/Accelerated Well,Section 3.2(d) shall not apply to such failure to connect such Additional/Accelerated Well to the Gathering System by the On-Line Deadline and there shall be no penalty to Gatherer hereunder.

(g) Notwithstanding anything herein to the contrary, nothing shall give rise to any liability of Shipper for any failure to develop or produce any hydrocarbons from the Dedicated Properties or to pursue or complete any drilling or development on the Dedicated Properties, whether or not envisioned in any Development Report.

Section 3.2Expansion of Gathering System and Connection of Well Pads.

(a) Gatherer shall, at its sole cost and expense, design, construct and operate and use its commercially reasonable efforts to optimize the Gathering System for the purpose of providing Gathering Services as and when needed to timely support the upstream development of the Dedicated Properties and production of the Dedicated Production, all in accordance with thisSection 3.2.

(b) Subject toSection 3.3, Gatherer shall by the later of the applicable Target On-Line Date and the date that the first Planned Well on a particular Planned Well Pad is ready for connection to the Gathering System (as may be extended pursuant toSection 3.2(c), the “On-Line Deadline”), (i) have completed or caused the completion of the construction, in accordance with the then current approved Gathering System Plan, or the necessary facilities (A) to connect each Planned Well Pad and Planned Wells to the Gathering System and (B) to connect the Gathering System to each planned Delivery Point for such Planned Well Pad and Planned Wells and (ii) be ready and able to commence Gathering Services with respect to Dedicated Production from each Planned Well on the Planned Well Pad.

(c) If and to the extent Gatherer is delayed in completing any such facilities or providing such services by a Force Majeure event, then the On-Line Deadline applicable thereto shall be extended for a period of time equal to that during which such obligations of Gatherer was delayed by such events;provided,however, that in the event of a Force Majeure described in sections (a) through (l) of the definition of Force Majeure such adjustment shall not exceed 180 Days.

(d) If Gatherer fails to connect any such Planned Well or Planned Well Pad to the Gathering System and/or is not ready or is unable to provide Gathering Services for such Planned Well Pad and Planned Wells, in each case, on or before the applicable On-Line Deadline, then, subject to Shipper’s rights underSection 2.6(a)(ii) andSection 2.6(a)(iii), (i) Shipper (or Noble, where exercising any similar right under the Noble Agreement) shall have the right (but not the obligation) to complete those uncompleted facilities and forward invoices such Person receives with respect to such work to Gatherer for immediate payment and Gatherer will pay Shipper (or Noble (as applicable) or reimburse to Shipper or Noble (as applicable), if already paid by such Person, such invoices within two Business Days of Gatherer’s receipt of any such invoice and (ii) upon the commencement of the Gathering Services by Gatherer with respect to the Delayed Planned Wells the Fee for such Delayed Planned Wells will be zero for a number of Days equal to the number of Delayed Connection Days. For the avoidance of doubt, the reduction of the Fee and the right to complete those uncompleted facilities as set forth in thisSection 3.2(d) shall be Shipper’s only remedy with respect to such Delayed Planned Wells.

Section 3.3Cooperation. Because of the interrelated nature of the actions of the Parties required to obtain the necessary permits and authorizations from the appropriate Governmental Authorities and the necessary consents, rights of way and other authorizations from other Persons necessary to drill and complete each Planned Well and construct the required extensions of the Gathering System to each Planned Well Pad, the Parties agree to work together in good faith to obtain such permits, authorizations, consents and rights of way as expeditiously as reasonably practicable, all as provided in this Agreement. The Parties further agree to cooperate with each other and to communicate regularly regarding their efforts to obtain such permits, authorizations, consents and rights of way. Upon request by Shipper, Gatherer shall promptly provide to Shipper copies of all state and federal permits and approvals obtained by Gatherer in order to construct any Facility Segment of the Gathering System.

Section 3.4Compression. The Gathering System Plan will describe the compression facilities that will be constructed as part of the Gathering System as well as the maximum operating pressures of the gathering lines, which shall be subject to the approval of Shipper and no higher than the MAOP and other maximum operating parameters.

Section 3.5Right of Way and Access Rights.

(a) Gatherer is responsible, at its sole cost, for the acquisition and maintenance of rights of way, surface use and/or surface access agreements necessary to construct, own and operate the Gathering System;provided that Shipper hereby grants to Gatherer, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands covered by the Dedicated Properties for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the Gathering System, including all pipelines, meters and other equipment necessary for the performance by Gatherer of this Agreement.

(b) Shipper shall not have a duty to maintain in force and effect any underlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Shipper to Gatherer pursuant toSection 3.5(a) are based upon, and such grants of easements or rights of way will terminate if Shipper loses its rights to the applicable property, regardless of the reason for such loss of rights.

(c) Gatherer hereby grants to Shipper, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands covered by the Gathering System. Gatherer shall not have a duty to maintain in force and effect any underlying agreements that the grants of easements or rights of way by Gatherer to Shipper pursuant to thisSection 3.5(c) are based upon, and such grants of easements or rights of way will terminate if Gatherer loses its rights to the applicable property, regardless of the reason for such loss of rights.

(d) The exercise of the rights granted to a Party by the other Party pursuant toSection 3.5(a) andSection 3.5(c) shall not unreasonably interfere with such other Party’s operations or with the rights of owners in fee with respect to the applicable lands, and such rights will be exercise in material compliance with all applicable Laws and the safety and other reasonable access requirements of the granting Party.

(e) Each Party shall be responsible for any Losses caused by such Party’s use of its access rights pursuant to thisSection 3.5. Subject toSection 3.5(b) andSection 3.5(c), each Party shall maintain all roads owned by that Party upon the Dedicated Properties as reasonably necessary for the other Party to access the Wells and its facilities located thereon;providedthat the Party given access to such roads shall bear its proportionate share (based on use) of the costs of maintenance of such roads.

Section 3.6Blending Rights.

(a) Notwithstanding anything herein to the contrary, Shipper shall be permitted to blend Gas, subject toSection 3.6(d) below, by (i) changing the Receipt Point for any Gas to be Tendered by Shipper to Gatherer hereunder to another Receipt Point, (ii) taking Gas from the Gathering System at an Intermediate Delivery Point selected by Shipper and re-Tendering such Gas at another Receipt Point selected by Shipper or (iii) Tendering volumes of Third Party Gas (including coal bed methane Gas or other Gas) at (or near) any Tap. All Gas Tendered by Shipper to the Gathering System for blending shall be entitled to Priority One Service. In the event that Shipper takes volumes of Gas at an Intermediate Delivery Point and re-Tenders such volumes to the Gathering System at a different Receipt Point in the exercise of its blending rights hereunder, only one fee for such volumes will be due and owing (calculated based upon the volumes of such Gas Tendered by Shipper at the original Receipt Point(s)).

(b) In the event that Shipper Tenders volumes of coal bed methane or other Gas at (or near) any Tap underSection 3.6(a)(“Blending Gas”) and Gatherer is not required to perform any additional services with respect to such Gas, no fee will be due and owing by Shipper pursuant toSection 5.1 or otherwise for such Blending Gas. For the avoidance of doubt, the Fee will apply to any Blending Gas for which Gatherer performs Gathering Services.

(c) Any pipeline or gathering system that may be necessary in order for Shipper to Tender to the Gathering System Shipper owned or Controlled Gas solely for blending purposes will be constructed by Shipper or by a Third Party on behalf of Shipper at Shipper’s cost and expense and shall not constitute a portion of the Gathering System;provided that the Parties may separately agree, by an amendment to this Agreement, that Gatherer will build facilities to connect the Gathering System to wells to provide Shipper’s owned or Controlled Gas for blending purposes for a fee mutually agreeable by the Parties.

Section 3.7Liquid Condensate. Shipper shall be responsible for measuring and injecting into the Gathering System any Joint Dedicated Liquid Condensate or Sole Dedicated Liquid Condensate at the applicable Receipt Point.

ARTICLE 4

TENDER, NOMINATION AND GATHERING OF PRODUCTION

Section 4.1Priority of Service.

(a) All Joint Dedicated Production and Legacy Well Dedicated Production Tendered by or on behalf of Shipper for delivery to the Gathering System shall be entitled to Priority One Service. Gatherer shall not provide Priority One Service with respect to any Gas or Liquid Condensate other than Joint Dedicated Production, Legacy Well Dedicated Production or Noble Joint Dedicated Production without the prior written consent of Shipper and Noble (which consent may be withheld in such Person’s sole discretion). Shipper acknowledges that Noble Joint Dedicated Production shall be entitled to Priority One Service.

(b) All Sole Dedicated Production Tendered by or on behalf of Shipper for delivery to the Gathering System shall be entitled to Priority Two Service. Gatherer shall not provide Priority Two Service with respect to any Gas or Liquid Condensate other than Sole Dedicated Production or Noble Sole Dedicated Production without the prior written consent of Shipper and Noble (which consent may be withheld in such Person’s sole discretion). Shipper acknowledges that Noble Sole Dedicated Production shall be entitled to Priority Two Service.

(c) Gatherer shall be permitted to provide such other levels of services to any Gas (but not injected Liquid Condensate), other than Dedicated Production and Noble Dedicated Production that Gatherer may elect; provided that such services do not have equal or higher priority than Priority Two Service.

Section 4.2Governmental Action. The Parties intend and agree that all Gathering Services with respect to Dedicated Production provided to Shipper shall be provided with the priority specified inSection 4.1, and that Shipper (pro rata, based on volumes, with Noble Dedicated Production and any other Person to whom Shipper and Noble have consented to having Priority One Service in accordance withSection 4.1(a) or Priority Two Service in accordance withSection 4.1(b)) has the first priority call upon the capacity of the Gathering System for service to Shipper for its Dedicated Production for the Term. Notwithstanding the foregoing, in the event any Governmental Authority issues an order requiring Gatherer to allocate capacity to another shipper, Gatherer shall do so by reducing Gas entitled to Interruptible Service first reducing Gas and Liquid Condensate entitled to Priority Two Service

second and shall only curtail receipts of Gas and Liquid Condensate entitled to Priority One Service (which curtailment shall be done in accordance withSection 4.6) to the extent necessary to allocate such capacity to such other shipper, after complete curtailment of Interruptible Service and Priority Two Service. In such event Gatherer shall not be in breach or default of its obligations under the Agreement and shall have no liability to Shipper in connection with or resulting from any such curtailment;provided,however, that Gatherer shall, at Shipper’s request, release from dedication under this Agreement all of Shipper’s volumes interrupted or curtailed as the result of such allocation.

Section 4.3Tender of Dedicated Production and Additional Production. Subject toArticle 11 and all applicable Laws, each Day during the Term, Shipper shall Tender to the Gathering System at each applicable Receipt Point all of the Dedicated Production available to Shipper at such Receipt Point. Shipper shall have the right to Tender to Gatherer for Gathering Services under this Agreement Gas and/or Condensate other than Dedicated Production; provided that any such Gas and/or Condensate shall not be entitled to Priority One Service or Priority Two Service.

Section 4.4Gathering Services; Service Standard.

(a) Subject to the provisions of this Agreement and rights of all applicable Governmental Authorities, Gatherer shall (i) provide Gathering Services for all Shipper owned or Controlled Gas and Liquid Condensate constituting Dedicated Production that is Tendered to Gatherer at the applicable Receipt Point, (ii) re-deliver to Shipper or for the benefit of Shipper at the relevant Delivery Point (as designated by Shipper) such Gas (subject toSection 4.8 with respect to Drip Condensate) with an equivalent Thermal Content and hydrocarbon constituent composition, less the Thermal Content of Drip Condensate, such Gas consumed as Gathering System Fuel and Gathering System L&U allocated to Shipper in accordance with this Agreement, and (iii) cause the Gathering System to be able to flow such Gas and Liquid Condensate at volumes not less than the current capacity of the Gathering System.

(b) Gatherer agrees to construct, install, own and operate, at its sole cost, risk and expense, the Gathering System, including facilities required to connect to Receipt Points at each Well Pad as described inSection 3.2(b), and the facilities necessary to provide the Gathering Services contemplated in this Agreement in a good and workmanlike manner in accordance with standards customary in the industry. Except through the fees for applicable Gathering Services pursuant toSection 5.1 or as otherwise expressly provided in this Agreement, Shipper shall have no responsibility for the cost of the Gathering System or any facilities constructed or to be constructed by Gatherer.

Section 4.5Nominations, Scheduling, Balancing and Curtailment. Nominations, scheduling and balancing of Gas and Liquid Condensate available for, and interruptions and curtailment of, Gathering Services under this Agreement shall be performed in accordance with the applicable Operating Terms and Conditions set forth inExhibit A.

Section 4.6Suspension/Shutdown of Service.

(a) During any period when all or any portion of the Gathering System is shut down because of necessary maintenance or repairs or Force Majeure or because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of the Gathering System, receipts of Shipper’s Gas and/or Liquid Condensate and the Gas and/or Liquid Condensate of other shippers may be curtailed as set forth inSection 1.7 ofExhibit A. Subject toSection 5.2(b), in such cases Gatherer shall have no liability to Shipper, except to the extent such shut down is caused by the negligence, gross negligence or willful misconduct of Gatherer;providedthat Gatherer shall have no liability for any special, indirect, or consequential damages.

(b) Gatherer shall have the right to curtail or interrupt receipts and deliveries of Gas and Liquid Condensate for brief periods to perform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Gathering System;provided,however, that Gatherer shall coordinate its maintenance, repair and modification operations with the operations of Shipper and, in any case, schedule maintenance, repair and modification operations so as to avoid or minimize to the greatest extent possible service curtailments or interruptions. Gatherer shall provide Shipper (i) with 30 Days prior notice of any upcoming normal and routine maintenance, repair and modification projects that Gatherer has planned that would result in a curtailment or interruption of Shipper’s deliveries and the estimated time period for such curtailment or interruption and (ii) with six Months prior notice of any maintenance (A) of which Gatherer has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of Shipper’s deliveries for five or more consecutive Days.

(c) It is specifically understood by Shipper that operations and activities on facilities upstream or downstream of the Gathering System beyond Gatherer’s control may impact operations on the Gathering System, and the Parties agree that Gatherer shall have no liability therefor.

(d) If at any time Gatherer interrupts or curtails receipts and deliveries of Gas pursuant to thisSection 4.6 for a period of 5 consecutive Days or for more than 7 Days during any consecutive two week period, then at Shipper’s written request, the affected volumes of Gas shall be temporarily released from dedication to this Agreement for a period commencing as of the date of such request and ending as of the first Day of the Month 30 Days following Shipper’s receipt of notice from Gatherer that such receipts and deliveries are no longer interrupted or curtailed.

Section 4.7Gas Marketing and Transportation. As between the Parties, Shipper shall be solely responsible, and shall make all necessary arrangements at and downstream of the Delivery Points, for the receipt, further transportation, processing and marketing of Shipper’s owned and Controlled Gas (subject, however, to the provisions ofSection 4.8 with respect to Condensate).

Section 4.8Condensate Marketing. Gatherer shall market and sell Shipper’s Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate delivered to a Receipt Point to a non-Affiliated Third Party f.o.b. at the applicable Downstream Condensate Storage Tank(s) at the prevailing market prices at such location; provided, however, upon prior

notification to and receipt of written consent by Shipper, Gatherer may elect to transport the Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate from the applicable Downstream Condensate Storage Tank(s) and sell such Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate to a non-Affiliated Third Party at a location away from such Downstream Condensate Storage Tank(s) at the prevailing market prices at such location. Upon prior notification to and receipt of written consent by Shipper, Gatherer may deliver Shipper’s Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate into a NGL Y-grade pipeline or a crude oil or condensate pipeline from any Downstream Condensate Storage Tank(s), and in such case, Gatherer will re-deliver Shipper’s Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate to the respective pipeline for Shipper’s account and Shipper will market and sell Shipper’s Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate. No sale of Shipper’s Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate shall be made by Gatherer to any Affiliate of Gatherer without Shipper’s prior written consent. Notwithstanding the forgoing, upon 60 Days prior notice to Gatherer, Shipper may elect for Gatherer to deliver Shipper’s Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate (after stabilization, if applicable) at the applicable Delivery Point(s) for the account of Shipper and Shipper may market and sell such Joint Dedicated Liquid Condensate and Sole Dedicated Liquid Condensate itself.

Section 4.9No Prior Flow of Gas in Interstate Commerce. Shipper covenants that at the time of Tender, none of the Gas or Condensate delivered at a Receipt Point hereunder has flowed in interstate commerce.

Section 4.10Right of First Offer.

(a) Promptly after determining that Shipper expects to undertake or participate in any development, drilling and production activities on the ROFO Properties that has not been included in a Development Report, Shipper must deliver a notice of such planned development, drilling and production activities, including the information required to be provided in a Development Report set forth inSection 3.1(b)(i) throughSection 3.1(b)(vi) (each, a “ROFO Notice”)

(b) Gatherer shall have 45 Days following receipt of a Development Report or a ROFO Notice to make an offer to Shipper to provide Gathering Services with respect to some or all of the ROFO Properties covered in such Development Report or ROFO Notice (the “Subject ROFO Properties”). If Gatherer elects to make an offer, Gatherer shall, on or before 45 days following Gatherer’s receipt of a Development Report or a ROFO Notice, deliver to Shipper a notice (the “ROFO Offer”) setting forth: (i) the proposed Fees for the Gathering Services to be provided; (ii) the existing operations, under construction or planned Facility Segments needed to provide Gathering Services to the Subject ROFO Properties; (iii) the schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for the planned well pads and wells included in the ROFO Offer; and (iv) the estimated budget amounts for the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for the planned well pads and wells included in the ROFO Offer.

(c) Within 30 Days following receipt of Gatherer’s ROFO Offer, Shipper shall notify Gatherer whether or not it accepts Gatherer’s ROFO Offer;provided that the failure of Shipper to timely notify Gatherer of its acceptance of Gatherer’s ROFO Offer shall be deemed a rejection by Shipper of such ROFO Offer. For the avoidance of doubt, Shipper shall be under no obligation to accept any ROFO Offer from Gatherer.

(d) If Shipper accepts a ROFO Offer (such ROFO Properties described in an accepted ROFO Offer, the “Dedicated ROFO Properties”), then (i) Shipper will be deemed to have (A) dedicated and committed to deliver to Gatherer under this Agreement, as and when produced all of the Gas and/or Liquid Condensate, as applicable, owned by Shipper thereafter produced during the Term from Dedicated ROFO Properties and (B) committed to deliver to Gatherer under this Agreement, as and when produced, all of Third Party Gas and/or Liquid Condensate, as applicable, under the Control of Shipper that is thereafter produced during the Term from the lands covered by such Dedicated ROFO Properties and (ii) the Parties will amend this Agreement to incorporate the terms set forth in the accepted ROFO Offer.

ARTICLE 5

FEES

Section 5.1Fees.

(a) Shipper shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Gathering Services provided by Gatherer with respect to Shipper’s owned or Controlled Dry Gas received by Gatherer from Shipper or for Shipper’s account during such Month, an amount equal to the product of (i) the aggregate quantity of such Dry Gas (other than Gas used for Gathering System Fuel), stated in MMBtus, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Dry Gas during such Month multiplied by (ii) $0.40 (the “Dry Gas Gathering Fee”).

(b) Shipper shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Gathering Services provided by Gatherer with respect to Shipper’s owned or Controlled Wet Gas received by Gatherer from Shipper or for Shipper’s account during such Month, an amount equal to the product of the following:

(i) with respect to Shipper’s owned or Controlled Wet Gas produced from the Moundsville Area or the PIA Area: (A) the aggregate quantity of such Wet Gas (other than Gas used for Gathering System Fuel), stated in MMBtus, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Wet Gas during such Month multiplied by (B) $0.275 (the “Moundsville/PIA Wet Gas Gathering Fee”); and

(ii) with respect to Shipper’s owned or Controlled Wet Gas produced from the Dedication Area other than the Moundsville Area or the PIA Area: (A) the aggregate quantity of such Wet Gas (other than Gas used for Gathering System Fuel), stated in MMBtus, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Wet Gas during such Month multiplied by (B) $0.55 (the “Other Areas Wet Gas Gathering Fee” and together with the Moundsville/PIA Wet Gas Gathering Fee, the “Wet Gas Gathering Fee”).

(c) Shipper shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Gathering Services provided by Gatherer with respect to Shipper’s Joint Dedicated Liquid Condensate Tendered by Shipper hereunder and allocated to Shipper in accordance with this Agreement during such Month, an amount equal to the following:

(i) with respect to Shipper’s Joint Dedicated Liquid Condensate produced from the Majorsville Area, the product of (i) the aggregate quantity of such allocated Joint Dedicated Liquid Condensate, stated in Barrels, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Joint Dedicated Liquid Condensate during such Month multiplied by (ii) $5.00 (the “Majorsville Condensate Gathering Fee”);

(ii) with respect to Shipper’s Joint Dedicated Liquid Condensate produced from the Moundsville Area, the product of (i) the aggregate quantity of such allocated Joint Dedicated Liquid Condensate, stated in Barrels, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Joint Dedicated Liquid Condensate during such Month multiplied by (ii) $2.50 (the “Moundsville Condensate Gathering Fee”); and

(iii) with respect to Shipper’s Joint Dedicated Liquid Condensate produced from the PIA Area, the product of (i) the aggregate quantity of such allocated Joint Dedicated Liquid Condensate, stated in Barrels, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Joint Dedicated Liquid Condensate during such Month multiplied by (ii) $0 (the “PIA Condensate Gathering Fee” together with the Majorsville Condensate Gathering Fee and the Moundsville Condensate Gathering Fee, the “Condensate Gathering Fees”).

(d) For the avoidance of doubt, the Parties acknowledge that there is no separate fee chargeable by Gatherer hereunder for Gathering Services with respect to Drip Condensate and that the fees chargeable by Gatherer hereunder for Gas (including Dry Gas and Wet Gas) are sufficient to compensate Gatherer for Gathering Services with respect to Drip Condensate.

Section 5.2Fee Adjustments.

(a) As of January 1 of each Year (commencing as of January 1, 2016), each of the Fees will be increased by an amount equal to the sum of the then applicable fee as of the preceding Month plus the product of the Annual Escalation Factor multiplied by such fee.

(b) If there has been a Downtime Event, such Downtime Event was not a result of Shipper’s production being in excess of the production forecast in the Development Report on which the Gathering System or Individual System, as applicable, was based, and such Downtime Event caused (i) the Downtime Percentage for the Gathering System during any calendar quarter to be greater than 4% during such calendar quarter; (ii) the Downtime Percentage for any Individual System during any calendar quarter to be greater than 10% during such calendar

quarter or (iii) the Downtime Percentage for any Individual System during any two consecutive calendar quarters to be greater than 6% during such two consecutive calendar quarters, then in any such case, the Dry Gas Gathering Fee and the Wet Gas Gathering Fee shall be reduced as set forth inExhibit I-1. For the avoidance of doubt, only the highest penalty set forth onExhibit I-1 shall be applicable to a Downtime Event.

(c) Gatherer shall use its commercially reasonable efforts to maintain the Daily arithmetic average operating pressure of the system pressures at the Target Pressure. Except in the event of Force Majeure, if, during any calendar quarter, (i) the Daily arithmetic average operating pressure of an Individual System exceeds the pressure set forth in the design documents for the applicable Individual System in the applicable, approved Gathering System Plan (the “Target Pressure”) for such Individual System, (ii) such increase is not a result of Shipper’s production being in excess of the production forecast in the applicable Development Report and (iii) Gatherer has sufficient production data available to confirm that the increased pressure is not a result of Shipper’s increased production, then the Dry Gas Gathering Fee and the Wet Gas Gathering Fee with respect to such Individual System shall be reduced based on the calculation of the Pressure Overage Percentage, as set forth inExhibit I-2 for each Month during such calendar quarter.

(d) Subject to Gatherer’s consent (such consent not to be unreasonably withheld), to the extent that there is an option between fuel sources at any Fuel Point, prior to the beginning of each Month (the “Month of Service”), Shipper may request the fuel source for such Fuel Point with respect to the Gathering Services to be provided to Shipper at such Fuel Point during such Month of Service. If Shipper requests electricity as the fuel source for such Fuel Point with respect to the Gathering Services being provided to Shipper at such Fuel Point for such Month of Service, then each of the Dry Gas Gathering Fee and the Wet Gas Gathering Fee for such Month of Service shall be increased by the Compression Charge applicable to such Month of Service.

(e) The Parties acknowledge that (i) Shipper owns that certain facility in Rogersville, Pennsylvania (the “Greenhill Facility”) that is located near Gatherer’s facility in Rogersville, Pennsylvania (the “McQuay Facility”), (ii) production being transported by Gatherer may flow through the Greenhill Facility, and (iii) certain of Shipper’s production that is not Dedicated Production may flow through the McQuay Facility (such production that is capable of flowing through the McQuay Facility, the “Other Production”). For the avoidance of doubt, Other Production is neither Joint Dedicated Production nor Legacy Well Dedicated Production and shall not be entitled to Priority One Service. Within 30 Days following the end of each Month, Shipper shall provide to Gatherer a statement setting forth (A) the volumes, stated in MMBtu, of Other Production produced during such Month (the “Monthly Other Production”) and (B) the volumes, stated in MMBtu, of production that were delivered at the tailgate of the Greenhill Facility during such Month (the “Greenhill Delivered Production”). If the Greenhill Delivered Production exceeds the Monthly Other Production, then Gatherer shall pay Shipper an amount equal to the product of (1) the difference between the Greenhill Delivered Production and the Other Monthly Production, stated in MMBtu, multiplied by (2) the applicable Fee. If the Monthly Other Production exceeds the Greenhill Delivered Production, then Shipper shall pay Gatherer an amount equal to the product of (x) such volumes, stated in MMBtu, of the difference between the Other Monthly Production and the Greenhill Delivered Production multiplied by (y) the applicable Fee.

Section 5.3Fee Reset. As soon as practical following a Rate Reset Trigger, Gatherer shall provide written notice to Shipper of such Rate Reset Trigger. On or before September 1 of each Year (commencing with September 1, 2015) and/or within 30 Days following receipt from Gatherer of notice of a Rate Reset Trigger, Shipper shall provide to Gatherer an updated production forecast for each Year for the following ten Years based on the good faith estimates of Shipper based on the best information reasonably available at the time. Within 45 Days following receipt of Shipper’s updated production forecasts, Gatherer shall prepare and deliver to Shipper (a) an updated Fee Model that replaces projected costs, throughput, revenue and other data in the Fee Model with actual data and includes projected costs and production forecasts for future Years based on estimates developed by Gatherer and (b) revised Fees that have been determined by Gatherer’s management team (taking into account, among other things, the updated Fee Model, return on invested capital and recovery of operating and overhead costs) and approved by Gatherer’s board of directors. For the avoidance of doubt, Gatherer’s board of directors may take into account any factors it deems relevant to determining the revised Fees, including Shipper’s drilling economics to ensure drilling by Shipper on the Dedication Area. If Shipper and Gatherer cannot agree on the revised Fees within 45 Days following Gatherer’s delivery of the updated Fee Model and revised Fees, the Fees in effect prior to the Rate Reset Trigger will remain in effect.

Section 5.4Condensate. Except as provided for inSection 4.8, whereby Shipper elects to market and sell all or any portion of Shipper’s Condensate, Gatherer shall pay Shipper, each Month, an amount equal to product of the Net Condensate Price for such Month multiplied by the number of allocated Barrels of Condensate received by Gatherer from Shipper or for Shipper’s account at the Receipt Points.

Section 5.5Excess Gathering System L&U. If, during any Month, Gathering System L&U allocated to Shipper in accordance with this Agreement exceeds 1.5% of the total quantities of Shipper’s owned or Controlled Gas and Condensate delivered to the Gathering System in such Month by Shipper, then Gatherer will conduct a field-wide meter balance. Gatherer shall provide Shipper with prior notice of, and reasonable access to observe, any such field-wide meter balance. If, during any 60 Day period, Gathering System L&U allocated to Shipper in accordance with this Agreement exceeds 2.5% of the total quantities of Shipper’s owned or Controlled Gas and Condensate delivered to the Gathering System in such Month by Shipper and such discrepancy cannot be corrected by a field-wide meter balance, then Gatherer shall pay Shipper in respect of such excess an amount equal to (a) the volume of such excess multiplied by (b) the price received for Shipper’s Gas and Condensate in the prior Month.

Section 5.6Excess Gathering System Fuel Usage.

(a) Gatherer shall measure the Gas used for Gathering System Fuel and shall only use Gas as Gathering System Fuel for the operation of the Gathering System consistent with a reasonably prudent operator’s use of Gas as Gathering System Fuel for the operation of the Gathering System. If, during any Month, Gathering System Fuel exceeds the amount a reasonably prudent operator would use as fuel for the Gathering System, then Gatherer shall pay Shipper in respect of such excess that is allocated to Shipper in accordance this Agreement an amount equal to (a) the volume of such excess allocated to Shipper in accordance this Agreement multiplied by (b) the prices received for Shipper’s Gas in the prior Month.

(b) If Shipper and Gatherer cannot agree on the amount a reasonably prudent operator would use as fuel for the Gathering System, then either Party may notify the other of its request to have an Industry Expert determine such amount (the Party to give such a notice, the “Notifying Party”, and the recipient of such a notice, the “Receiving Party”). Upon the receipt of such a request for an Industry Expert determination from the Notifying Party, the Notifying Party and Receiving Party shall confer in good faith for up to five Business Days to agree on the selection of an Industry Expert to determine the amount a reasonably prudent operator would use as fuel for the Gathering System. If the Parties are unable to agree upon the selection of an Industry Expert within such five Business Day period, then each of the Notifying Party and Receiving Party will select an Industry Expert and the two Industry Experts so selected will select a Person to serve as the Industry Expert. Following such selection of an Industry Expert, each Party shall present to the Industry Expert a written statement of its position on the amount a reasonably prudent operator would use as fuel for the Gathering System (including its methodology for calculating such amount) not later than 30 Days after the selection of such Industry Expert. The Industry Expert may, within 30 Days after its receipt of such statements, request such additional information from either or both Parties as the Industry Expert may deem reasonably necessary or desirable for purposes of making its determination. Each Party agrees to promptly provide the Industry Expert with all information so requested of it. The Industry Expert shall be instructed to determine and submit to the Parties its decision regarding the amount a reasonably prudent operator would use as fuel for the Gathering System. The decision of the Industry Expert shall be conclusive, binding upon, and non-appealable by the Parties. The costs and expenses of the Industry Expert shall be shared equally by the Parties.

ARTICLE 6

QUALITY AND PRESSURE SPECIFICATIONS

Section 6.1Quality Specifications. Subject toSection 6.2 below, all Gas delivered at the Receipt Points by Shipper to Gatherer shall meet the quality specifications set forth inSection 1.1 of the Operating Terms. Provided that Shipper’s Gas delivered to the Receipt Points complies with such quality specifications or otherwise complies with the first sentence ofSection 6.2, all Gas and Condensate re-delivered at the Delivery Points by Gatherer to Shipper shall meet the quality specifications applicable at the relevant Delivery Points. The Parties recognize and agree that all Gas gathered by Gatherer through the Gathering System will be commingled with other Gas shipments (including in connection with Shipper’s exercise of its blending rights hereunder) and, subject to Gatherer’s obligation to re-deliver to Shipper at the Delivery Points Gas that satisfies the applicable quality specifications of the Delivery Points, (a) such Gas shall be subject to such changes in quality, composition and other characteristics as may result from such commingling, and (b) Gatherer shall have no other obligation to Shipper associated with changes in quality of Gas as the result of such commingling. Gatherer will not receive any Gas on the Gathering System, other than Gas owned or Controlled by Shipper or Noble, that does not meet applicable tariff requirements (subject to any waivers in place) with respect to the Delivery Point for such Gas.

Section 6.2Failure to Meet Specifications. If any Gas (other than Gas used by Shipper for blending or blended) Tendered by Shipper to the Gathering System fails at any time to conform to the applicable specifications, then Gatherer will have the right to immediately discontinue receipt of such non-conforming Gas so long as such Gas continues to be non-conforming;

provided that (a) the applicable meter operator will seek quality waivers from Downstream Pipelines, (b) Gatherer shall use commercially reasonable efforts to blend and commingle such Gas with other Gas in the Gathering System so that it meets the applicable specifications, and (c) if such Gas cannot be brought into compliance with such blending, then Gatherer will continue to accept and re-deliver such Gas to the Delivery Points that will accept such non-conforming Gas as long as (i) no harm is done to the Gathering System, (ii) no harm is done to other shippers or their Gas, and (iii) other shippers are not prevented from nominating Gas to their preferred Delivery Point. In any event, Shipper will undertake commercially reasonable measures to eliminate the cause of such non-conformance. If, in order to comply with clause (c) above, Gatherer would be required to install any additional processing or treatment facilities not included in the then current Gathering System Plan, Gatherer shall notify Shipper that it requires additional processing or treatment facilities in order to accept Gas Tendered by Shipper that does not conform to the applicable specifications and the necessary timing of installation of such facilities, and Gatherer shall be provided a period of 6 Months after receiving written notice from Shipper to install such facilities.

Section 6.3Pressure. Shipper shall Tender or cause to be Tendered Gas and Joint Dedicated Liquid Condensate to each applicable Receipt Point at sufficient pressure to enter the Gathering System against its operating pressure, but not in excess of the maximum operating pressure set forth in the design documents for the applicable Facility Segment contained in the applicable, approved Gathering System Plan (which such maximum operating pressure shall be sufficient to permit such Gas and Joint Dedicated Liquid Condensate to enter the Gathering System and the facilities of the Processing Plants, Downstream Pipelines or Downstream Condensate Storage Tanks (as applicable) but not higher than the MAOP of the Downstream Pipelines or other facilities). Shipper shall have the obligation to ensure that Gas and Joint Dedicated Liquid Condensate is prevented from entering the Gathering System at pressures in excess of such maximum operating pressure, and Gatherer shall have the right to restrict or relieve the flow of Gas and Joint Dedicated Liquid Condensate into the Gathering System to protect the Gathering System from over pressuring. Gatherer shall not change such maximum operating pressures without prior written notification to Shipper. Gatherer shall install, own, operate and maintain compression facilities sufficient to deliver Shipper’s owned and Controlled Gas and Joint Dedicated Liquid Condensate into the applicable Delivery Points. Re-deliveries of Gas and Joint Dedicated Liquid Condensate by Gatherer to or for the account of Shipper at the applicable Delivery Points shall be at such pressures as may exist from time to time in the Gathering System at the applicable Delivery Point. Gatherer’s obligation to re-deliver Gas and Joint Dedicated Liquid Condensate to a given Delivery Point shall be subject to the operational limitations of the Processing Plant or Downstream Pipelines (as applicable) receiving such Gas or Joint Dedicated Liquid Condensate (as applicable), including the Processing Plant’s or Downstream Pipeline’s capacity, Gas measurement capability, operating pressures and any operational balancing agreements as may be applicable.

ARTICLE 7

TERM

Section 7.1Term. This Agreement shall commence on the Execution Date and shall remain in effect until the 20^th anniversary of the Execution Date (the “Initial Term”) and thereafter on a Year to Year basis until terminated by Gatherer or Shipper effective upon the

expiration of the Initial Term or the expiration of any Year thereafter upon written notice no less than 180 Days prior to the expiration of the Initial Term or the expiration of any Year thereafter (such period of time, the “Term”).

Section 7.2Effect of Termination or Expiration of the Term. Upon the end of the Term, this Agreement shall forthwith become void and the Parties shall have no liability or obligation under this Agreement, except that (a) the termination of this Agreement shall not relieve any Party from any expense, liability or other obligation or remedy therefor which has accrued or attached prior to the date of such termination, and (b) the provisions ofSection 13.2 throughSection 13.5 shall survive such termination and remain in full force and effect indefinitely.

ARTICLE 8

TITLE AND CUSTODY

Section 8.1Title. A nomination of Gas by Shipper shall be deemed a warranty of title to such Gas (including any Drip Condensate attributable to such Gas) by Shipper, or a warranty of the good right in Shipper to deliver such Gas for gathering under this Agreement. Joint Dedicated Liquid Condensate injected by Shipper at the applicable Receipt Point(s) shall be deemed a warranty of title to such injected Joint Dedicated Liquid Condensate by Shipper, or a warranty of the good right in Shipper to deliver such injected Joint Dedicated Liquid Condensate for gathering under this Agreement. By nominating Gas (including any Drip Condensate attributable to such Gas) and/or by injecting Joint Dedicated Liquid Condensate at Receipt Point(s), Shipper also agrees to indemnify, defend and hold Gatherer harmless from any and all Losses resulting from any claims by a Third Party of title or rights to such Gas or Joint Dedicated Liquid Condensate, other than any claims arising out of Gatherer’s breach of its warranty made in the succeeding sentence of thisSection 8.1. By receiving Gas from Shipper at the Receipt Points or receiving Joint Dedicated Liquid Condensate injected by Shipper at Receipt Point(s), Gatherer (a) warrants to Shipper that Gatherer has the good right to accept and re-deliver such Gas and/or Joint Dedicated Liquid Condensate received from Shipper under this Agreement free and clear of any title disputes, liens or encumbrances arising by, through or under Gatherer, and (b) agrees to indemnify, defend and hold Shipper harmless from any and all Losses resulting from title disputes, liens or encumbrances arising by, through or under Gatherer.

Section 8.2Custody. From and after Shipper’s delivery of its owned or Controlled Gas to Gatherer at the Receipt Point(s) or injection of its owned or Controlled Liquid Condensate at the Receipt Point(s), and, subject toSection 3.6 andSection 4.8, until Gatherer’s re-delivery of such Gas and/or such Liquid Condensate to or for Shipper’s account at the applicable Delivery Point(s), as between the Parties, Gatherer shall have custody and control of such Gas and/or Liquid Condensate. In all other circumstances, as between the Parties, Shipper shall be deemed to have custody and control of such Gas and/or Liquid Condensate.

ARTICLE 9

BILLING AND PAYMENT

Section 9.1Statements. As soon as practicable after the end of each Month but in no event later than ten Business Days following the end of such Month (the “Statement Deadline”),

Gatherer will render to Shipper an invoice for all amounts owed for Gathering Services and any other amounts as may be due under this Agreement during the preceding Month, net of the amounts payable by Gatherer in respect of (a) Condensate in accordance withSection 5.4, (b) excess Gathering System L&U in accordance withSection 5.5, (c) the use of excess Gathering System Fuel in accordance withSection 5.6 and (d) any other amounts payable by Gatherer to Shipper under this Agreement. Such invoice will include (i) for Gas, the product of (A) the measured volumes of Gas (other than Drip Condensate) in MSCF multiplied by (B) the Gross Heating Value of such Gas and expressed in MMBtus and (ii) for Liquid Condensate and Drip Condensate (if applicable), the measured volumes stated in Barrels, in each case, received and delivered by Gatherer and will be in detail sufficient for Shipper to identify the particular services rendered and the basis for such charges. If actual measurements of volumes of Gas and/or Liquid Condensate are not available by the Statement Deadline, then, on or after such Statement Deadline, Gatherer may prepare and submit its invoice based on Gatherer’s good faith estimate of the volumes of Gas and/or Liquid Condensate received in such Month. If Gatherer submits an invoice based on estimated volumes, Gatherer shall prepare and submit to Shipper an invoice based on actual measurements on or before the close of business of the 45th Day (or if such 45th Day is not a Business Day, on the following Business Day) after the applicable Month of delivery of Gas and/or Liquid Condensate. Gatherer’s invoices shall include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to any actual measurements, and any adjustments to prior period volumes and quantities.

Section 9.2Payments.

(a) Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance with each invoice’s instructions on or before the later of the 25th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next Business Day. All payments by Shipper under this Agreement shall be made by electronic funds transfer to the account designated by Gatherer. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date but excluding the date the delinquent amount is paid in full. All invoices shall be paid in full, but payment of any disputed amount shall not waive the payor’s right to dispute the invoice in accordance with thisSection 9.2. Shipper may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement or request an adjustment of any invoice for any arithmetic or computational error within 24 Months following the end of the Year of the date the invoice, or adjustment to an invoice, was rendered. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment.

(b) If Shipper, in good faith, disputes the amount of any invoice of Gatherer, Shipper will pay Gatherer such amount, if any, that is not in dispute and shall provide Gatherer notice, no later than within 30 Days after the date that payment of such invoice would be due underSection 9.2(a), of the disputed amount accompanied by documentation to support the disputed amount. If the Parties are unable to resolve such dispute, such dispute may be resolved in accordance withSection 15.7 of this Agreement. Upon resolution of the dispute, any required payment shall be made within 15 Days of such resolution, along with interest accrued at the Interest Rate from and including the due date but excluding the date paid.

Section 9.3Audit. Each Party or any Third Party representative of a Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to the provisions of this Agreement. The scope of such examination will be limited to the previous 24 Months following the end of the Year in which such notice of audit, statement, charge or computation was presented. No more than one audit shall take place during any Year. If any such examination reveals any inaccuracy in any statement or charge, the necessary adjustments in such statement or charge and the payments necessitated thereby shall be made within 60 Days of resolution of the inaccuracy. This provision of this Agreement will survive any termination of the Agreement for the later of (a) a period of 24 Months from the end of the Year in which the date of such termination occurred or (b) until a dispute initiated within the 24 Month period is finally resolved, in each case for the purpose of such statement and payment objections.

ARTICLE 10

REMEDIES

Section 10.1Suspension of Performance; Release from Dedication.

(a) If Shipper fails to pay any invoice rendered pursuant toSection 9.2 and such failure is not remedied within 20 Business Days of written notice of such failure to Shipper by Gatherer, Gatherer shall have the right to suspend performance under this Agreement until such amount, including interest at the Interest Rate, is paid.

(b) In the event a Party fails to perform or comply with any material warranty, covenant or obligation contained in this Agreement (other than as provided inSection 10.1(a), and such failure has not been remedied within 45 Days after receipt of written notice from the other Party of such failure, then the non-defaulting Party shall have the right to suspend its performance under this Agreement. If Shipper elects to suspend performance as the result of Gatherer’s uncured default, then (i) Shipper’s Dedicated Production shall be deemed to be temporarily released from the terms of this Agreement during the period of such suspension of performance and (ii) in the event of an interruption in the receipt or delivery of Shipper’s owned or Controlled Gas or Liquid Condensate and/or the provision by Gatherer of the Gathering Services hereunder, that lasts for 45 Days or longer and such interruption is a result of Gatherer’s uncured default, then Shipper may elect to permanently release from dedication under this Agreement the Dedicated Production from Wells affected by such interruption and their respective Drilling Units.

Section 10.2No Election. In the event of a default by a Party under this Agreement, the other Party shall be entitled in its sole discretion to pursue one or more of the remedies set forth in this Agreement, or such other remedy as may be available to it under this Agreement, at Law or in equity, subject, however, to the limitations set forth inArticle 13. No election of remedies shall be required or implied as the result of a Party’s decision to avail itself of a remedy under this Agreement.

ARTICLE 11

FORCE MAJEURE

Section 11.1Force Majeure. If either Gatherer or Shipper is rendered unable by an event of Force Majeure to carry out, in whole or part, its obligations under this Agreement and such Party gives notice and reasonably full details of the event to the other Party as soon as practicable after the occurrence of the event, then, during the pendency of such Force Majeure, but only during that period, the obligations of the Party affected by the event shall be canceled or suspended, as applicable, to the extent required;provided,however, that notwithstanding anything in the foregoing to the contrary, neither Party shall be relieved from any indemnification obligation or any obligation to make payments, as the result of Force Majeure, regardless of which Party is affected. The Party affected by Force Majeure shall use commercially reasonable efforts to remedy the Force Majeure condition with all reasonable dispatch, shall give notice to the other Party of the termination of the Force Majeure, and shall resume performance of any suspended obligation promptly after termination of such Force Majeure.

Section 11.2Force Majeure Definition. For purposes of this Agreement, “Force Majeure” means an event that is not within the reasonable control of the Party claiming suspension (the “Claiming Party”), and that by the exercise of due diligence the Claiming Party is unable to avoid or overcome in a reasonable manner. To the extent meeting the foregoing requirements, Force Majeure includes, but is not restricted to: (a) acts of God; (b) wars (declared or undeclared); (c) insurrections, hostilities, riots; (d) floods, fires, storms, storm warnings, landslides, lightning, earthquakes, washouts; (e) industrial disturbances, acts of a public enemy, acts of terror, sabotage, blockades, epidemics; (f) arrests and restraints of rulers and peoples; (g) civil disturbances; (h) explosions, breakage or accidents to machinery or lines of pipe; (i) hydrate obstruction or blockages of any kind of lines of pipe; (j) freezing of wells or delivery facilities, partial or entire failure of wells, and other events beyond the reasonable control of Shipper that affect the timing of production or production levels; (k) mining accidents, subsidence, subsidence mitigation, cave-ins and fires; (l) action or restraint by court order or public or Governmental Authority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent reasonable, such action or restraint), (m) delays or failures by a Governmental Authority to grant permits, licenses or other similar consents applicable to the Gathering System so long as Gatherer has used its commercially reasonable efforts to make any required filings with such Governmental Authority relating to such permits, licenses or other similar consents and (n) delays or failures by Gatherer to obtain easements and rights of way, surface leases and other real property interests related to the Gathering System from Third Parties, so long as Gatherer has used its commercially reasonable efforts to obtain such easements and rights of way, surface leases and other real property interests. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered to be a matter within such Claiming Party’s control.

ARTICLE 12

REGULATORY STATUS

Section 12.1Non-Jurisdictional Gathering System. This Agreement is subject to all valid present and future Laws, regulations, rules and orders of Governmental Authorities now or

hereafter having jurisdiction over the Parties, this Agreement or the services performed or the facilities utilized under this Agreement. Gatherer shall not permit the Gathering System to become subject to the jurisdiction of any Governmental Authority that may at any time take any action whereby the Gathering Services will be subject to terms, conditions, restraints or regulations, including taxes, rate or price control, or ceilings or open access requirements that materially differ from the terms and conditions set forth in this Agreement. It is the intent of the Parties that the rates and terms and conditions established by any Governmental Authority having jurisdiction shall not alter the rates or terms and conditions set forth in this Agreement, and the Parties agree to vigorously defend and support in good faith the enforceability of the rates and terms and conditions of this Agreement.

Section 12.2Government Authority Modification. Notwithstanding the provisions ofSection 12.1, if any Governmental Authority having jurisdiction modifies the rates or terms and conditions set forth in this Agreement, then (in addition to any other remedy available to Shipper at Law or in equity):

(a) the Parties hereby agree to negotiate in good faith to enter into such amendments to this Agreement and/or a separate arrangement in order to give effect, to the greatest extent possible, to the rates and other terms and conditions set forth in this Agreement; and

(b) in the event that the Parties are not successful in accomplishing the objectives set forth in (a) above such that Shipper is not in substantially the same economic position as it was prior to any such regulation, then Shipper may terminate this Agreement upon the delivery of written notice of termination to Gatherer.

ARTICLE 13

INDEMNIFICATION AND INSURANCE

Section 13.1Custody and Control Indemnity. EXCEPT FOR LOSSES COVERED BY THE INDEMNITIES INSECTION 8.1, THE PARTY HAVING CUSTODY AND CONTROL OF GAS AND LIQUID CONDENSATE UNDER THE TERMS OFSECTION 8.2 SHALL BE RESPONSIBLE FOR AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND SUCH OTHER PARTY’S GROUP FROM AND AGAINST EACH OF THE FOLLOWING: (A) ANY LOSSES ASSOCIATED WITH ANY PHYSICAL LOSS OF SUCH GAS AND LIQUID CONDENSATE (OTHER THAN, SUBJECT TOSECTION 5.6 ANDSECTION 5.7, GATHERING SYSTEM L&U AND GATHERING SYSTEM FUEL), INCLUDING, THE VALUE OF SUCH LOST GAS AND LIQUID CONDENSATE, AND (B) ANY DAMAGES RESULTING FROM THE RELEASE OF ANY SUCH GAS OR LIQUID CONDENSATE, IN EACH CASE, EVEN IF SUCH LOSSES OR DAMAGES ARISE AS A RESULT OF THE STRICT LIABILITY OR NEGLIGENCE (JOINT, SEVERAL, ACTIVE, PASSIVE, SOLE, OR CONCURRENT) OF THE INDEMNIFIED PERSON OR A MEMBER OF SUCH INDEMNIFIED PERSON’S GROUP, EXCEPT TO THE EXTENT THAT SUCH LOSSES OR DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PERSON OR A MEMBER OF SUCH INDEMNIFIED PERSON’S GROUP.

Section 13.2Shipper Indemnification. SUBJECT TOSECTION 13.1, SHIPPER AGREES TO AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS GATHERER, AND GATHERER’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARENT, AFFILIATES AND SUBSIDIARIES, (ALL OF THE FOREGOING, THE “GATHERER GROUP”) FROM AND AGAINST ALL LOSSES WHICH IN ANY WAY RESULT FROM ANY OF THE FOLLOWING: (A) THE OWNERSHIP, DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF SHIPPER’S FACILITIES, EVEN IF SUCH LOSSES ARISE AS A RESULT OF THE STRICT LIABILITY OR NEGLIGENCE (JOINT, SEVERAL, ACTIVE, PASSIVE, SOLE, OR CONCURRENT) OF GATHERER OR A MEMBER OF GATHERER’S GROUP, EXCEPT TO THE EXTENT THAT SUCH LOSSES OR DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER OR A MEMBER OF GATHERER’S GROUP OR (B) ANY MATERIAL BREACH OF THIS AGREEMENT BY SHIPPER.

Section 13.3Gatherer Indemnification. SUBJECT TOSECTION 13.1, GATHERER AGREES TO AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SHIPPER, AND SHIPPER’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARENT, AFFILIATES AND SUBSIDIARIES, (ALL OF THE FOREGOING, THE “SHIPPER GROUP”) FROM AND AGAINST ALL LOSSES WHICH IN ANY WAY RESULT FROM ANY OF THE FOLLOWING: (A) THE OWNERSHIP, DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF THE GATHERING SYSTEM, EVEN IF SUCH LOSSES ARISE AS A RESULT OF THE STRICT LIABILITY OR NEGLIGENCE (JOINT, SEVERAL, ACTIVE, PASSIVE, SOLE, OR CONCURRENT) OF SHIPPER OR A MEMBER OF SHIPPER’S GROUP, EXCEPT TO THE EXTENT THAT SUCH LOSSES OR DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SHIPPER OR A MEMBER OF SHIPPER’S GROUP OR (B) ANY MATERIAL BREACH OF THIS AGREEMENT BY GATHERER.

Section 13.4Actual Direct Damages. A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY EXPRESSLY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES;PROVIDED THAT LIMITATION TO DIRECT DAMAGES ONLY SHALL NOT APPLY TO ANY DAMAGE, CLAIM OR LOSS ASSERTED BY OR AWARDED TO THIRD PARTIES AGAINST A PARTY AND FOR WHICH THE OTHER PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER THISARTICLE 13.

Section 13.5Penalties. Except for instances of negligence or willful misconduct by Gatherer, Shipper shall release, indemnify, defend and hold Gatherer harmless from any scheduling penalties or Monthly balancing provisions imposed by a Processing Plant, Downstream Pipeline or Third Party Downstream Condensate Storage Tank in any transportation contracts or service agreements associated with, or related to, Shipper’s owned or Controlled

Gas, including any penalties imposed pursuant to the Downstream Pipeline’s tariff, or which may be caused by OFO’s, or by PDA’s or other pipeline allocation methods, or by unscheduled production, or by unauthorized production.

Section 13.6Insurance. The Parties shall carry and maintain no less than the insurance coverage set forth inExhibit E.

ARTICLE 14

ASSIGNMENT

Section 14.1Assignment of Rights and Obligations under this Agreement.

(a) Except as specifically otherwise provided in this Agreement, neither Party shall have the right to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing,

(i) Shipper may assign its rights and obligations under this Agreement to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided that (A) such Person assumes the obligations of Shipper under this Agreement insofar as it relates to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned, and (D) except in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties to another Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights underSection 14.1(b) and such rights shall remain with the original Shipper; and

(ii) Gatherer may assign its rights and obligations under the Gathering Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as the Gathering Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”);provided that if Gatherer assigns certain of its rights and obligations under the Gathering Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under the Gathering Agreement;provided further, that in lieu of assigning the Gathering Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement.

(b) Notwithstanding anything in this Agreement to the contrary, Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction:

(i) where such assignment is an exchange of undeveloped Dedicated Properties for other properties located in the Dedication Area, which other properties become subject to dedication under this Agreement or

(ii) where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to thisSection 14.1(b)(ii) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Shipper Permitted Transfer Acres.

(c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties free of the terms, conditions and obligations of this Agreement.

(d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall be binding upon and (except as otherwise provided inSection 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 shall be null and voidab initio.

(e) Any release of any of the Dedicated Properties from dedication under this Agreement pursuant toSection 2.6 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of thisArticle 14.

Section 14.2Pre-Approved Assignment. Either Party shall have the right without the prior consent of the other to (a) mortgage, pledge, encumber or otherwise impress a lien or security interest upon its rights and interest in and to this Agreement and (b) make a transfer pursuant to any security interest arrangement described in (a) above, including any judicial or non-judicial foreclosure and any assignment from the holder of such security interest to another Person.

Section 14.3Change of Control. Except as expressly provided inSection 14.1, nothing in thisArticle 14 shall prevent Shipper’s members or owners from transferring their respective interests (whether equity or otherwise and whether in whole or in part) in Shipper. It is agreed that each member or owner of Shipper shall have the right to assign and transfer such member’s or owner’s interests (whether equity or otherwise and whether in whole or in part) in Shipper without restriction contained in this Agreement. Without the prior written consent of Shipper, Gatherer shall cause the members or owners of Gatherer to not transfer their respective equity interests (in whole or in part) in Gatherer.

ARTICLE 15

MISCELLANEOUS

Section 15.1Relationship of the Parties. The rights, duties, obligations and liabilities of the Parties under this Agreement shall be individual, not joint or collective. It is not the intention of the Parties to create, nor shall this Agreement be deemed or construed to create, a partnership, joint venture or association or a trust. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement. In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries.

Section 15.2Notices. All notices and communications required or permitted to be given under this Agreement shall be sufficient in all respects if given in writing and delivered personally, or sent by bonded overnight courier, or mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid or by electronic mail with a PDF of the notice or other communication attached (provided that any such electronic mail is confirmed either by written confirmation or U.S. Express Mail), in each case, addressed to the appropriate Person at the address for such Person shown inExhibit C. Any notice given in accordance herewith shall be deemed to have been given when (a) delivered to the addressee in person or by courier, (b) transmitted by electronic communications during normal business hours, or if transmitted after normal business hours, on the next Business Day, or (c) upon actual receipt by the addressee after such notice has either been delivered to an overnight courier or deposited in the United States Mail if received during normal business hours, or if not received during normal business hours, then on the next Business Day, as the case may be. Any Person may change their contact information for notice by giving notice to the other Parties in the manner provided in thisSection 15.2.

Section 15.3Expenses. Except as otherwise specifically provided, all fees, costs and expenses incurred by the Parties in negotiating this Agreement shall be paid by the Party incurring the same, including legal and accounting fees, costs and expenses.

Section 15.4Waivers; Rights Cumulative. Any of the terms, covenants, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of any Party, or their respective officers, employees, agents, or representatives, nor any failure by a Party to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of the Parties under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.

Section 15.5Entire Agreement; Conflicts. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS, AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF. THERE ARE NO WARRANTIES, REPRESENTATIONS, OR OTHER AGREEMENTS AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING THE EXHIBITS HERETO, AND NO PARTY SHALL BE BOUND BY OR LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE, INDUCEMENT, OR STATEMENTS OF INTENTION NOT SO SET FORTH.

Section 15.6Amendment. This Agreement may be amended only by an instrument in writing executed by the Parties and expressly identified as an amendment or modification.

Section 15.7Governing Law; Disputes. THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. ALL OF THE PARTIES HERETO CONSENT TO THE EXERCISE OF JURISDICTION IN PERSONAM BY THE UNITED STATES FEDERAL DISTRICT COURTS LOCATED IN THE STATE OF PENNSYLVANIA FOR ANY ACTION ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE EXCLUSIVELY LITIGATED IN THE UNITED STATES FEDERAL DISTRICT COURTS HAVING SITES IN PITTSBURGH, PENNSYLVANIA (AND ALL APPELLATE COURTS HAVING JURISDICTION THERE OVER). EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Section 15.8Parties in Interest. Nothing in this Agreement shall entitle any Person other than the Parties to any claim, cause of action, remedy or right of any kind.

Section 15.9Preparation of Agreement. Both Parties and their respective counsel participated in the preparation of this Agreement. In the event of any ambiguity in this Agreement, no presumption shall arise based on the identity of the draftsman of this Agreement.

Section 15.10Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 15.11Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by electronic mail shall be deemed an original signature hereto.

Section 15.12Confidentiality. All geophysical, geological or completion data (other than data routinely publicly disclosed by other oil and gas producers) provided by Shipper to Gatherer in connection with this Agreement shall be kept confidential by Gatherer unless the

release of such information to a Third Party is agreed upon by the Parties or is required by Law. Any permitted release of information must have the prior written consent of Shipper hereto and said Third Party must agree in writing to be bound by the provisions of this Section. Nothing in this Agreement shall prohibit Gatherer from disclosing whatever information in such manner as may be required by statute, rule or regulation, including the rules or regulations of any stock exchange on which any securities of Gatherer or any Affiliates are traded; nor shall any Party be prohibited by the terms hereof from disclosing information acquired under this Agreement to any financial institution or investors providing or proposing financing to Gatherer.

ARTICLE 16

OPERATING TERMS AND CONDITIONS

Section 16.1Terms and Conditions. Gatherer’s Operating Terms and Conditions, a copy of which is attached hereto asExhibit A, are for all purposes incorporated in this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals to be effective as of the Execution Date.


“Shipper”						“Gatherer”

CNX GAS COMPANY LLC						CONE MIDSTREAM PARTNERS LP By: CONE Midstream Partners GP LLC, its general partner

By:						By:

Name:						Name:

Title:						Title:

Signature Page

Gathering Agreement

EXHIBIT A

OPERATING TERMS AND CONDITIONS

1.1Quality Specifications. It is the intent of the Parties that the Gathering System will be operated as a field gathering system, and as such, Gas and Liquid Condensate received from Shipper at the Receipt Points generally will be commercially free from objectionable odor, dust, gum, dirt, sand, impurities and other solid, (other than Liquid Condensate) free liquids or hazardous matter which might interfere with the merchantability of the Gas or Condensate or cause injury to or interference with proper operation of the lines, regulators, meters, or other appliances through which the Gas and Condensate flows.

1.2Gas Nominations and Scheduling.

(a) Gas shall be gathered only under a nomination submitted by Shipper. For purposes of this Agreement, a nomination is an offer by Shipper to Gatherer of a stated quantity of Gas for gathering from a specified Receipt Points to a specified Delivery Points. The terms of such nomination shall comply with the nominating procedures set forth below.

(b) If required by Gatherer, Shipper shall nominate according to the then effective NAESB standards and any additional Downstream Pipeline’s requirements. Nominations may be submitted by telephone or electronically transmitted according to the same NAESB standards and any additional Downstream Pipeline’s requirements. Should Shipper desire to change the nomination during such Month, such change to the nomination shall be made in accordance with the nomination procedures of the Downstream Pipeline. Gas shall be delivered by Gatherer in accordance with confirmation by the Downstream Pipeline of the nomination and/or changes to the nomination.

1.3Gas Balancing.

(a) Volumes of Gas delivered by Shipper and received by Gatherer at the Receipt Points shall conform as closely as possible to the volumes nominated by Shipper at each Receipt Point and shall be delivered by Shipper to Gatherer at hourly rates of flow that are, as nearly as practicable, uniform throughout the Day. Subject to Gatherer’s operating conditions and contractual requirements, volumes delivered by Gatherer to Shipper or for Shipper’s account at the Delivery Points shall conform as closely as possible to the volumes nominated by Shipper for delivery by Gatherer that Day at the Delivery Points, less any deductions applicable to Shipper for Gathering System L&U, Gathering System Fuel and any imbalance corrections, except that Gatherer may conform such volumes to the volumes actually delivered by Shipper at Gatherer’s Receipt Points to the extent possible. Upon prior notice to Shipper, Gatherer may temporarily interrupt or curtail receipts and/or deliveries at any time, and from time to time in accordance with operating conditions on the Gathering System in order to balance receipt or deliveries on the Gathering System or to correct any current or anticipated imbalances.

(b) Shipper and Gatherer agree that:

(i) It is the intent of Shipper and Gatherer that Gas be received and re-delivered under this Agreement at the same rates, as nearly as practicable and subject to changes mandated by the Downstream Pipeline, and Shipper shall not in any manner utilize the Gathering System for storage or peaking purposes.

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(ii) Gas delivered to Gatherer under this Agreement during any Day shall be delivered at as nearly a constant rate as operating conditions and relevant Downstream Pipelines will permit.

(iii) In the event interruption or curtailment of service is required, Gatherer’s dispatcher will advise (by telephone, following up by e-mail) Shipper of an interruption or curtailment as soon as practicable or in any event within four hours of the occurrence of such event.

(iv) Subject to its adherence to the priority of service and related obligations imposed by the Agreement to which these Operating Terms and Conditions are attached, nothing contained in this Agreement shall preclude Gatherer from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the Gathering System.

(c) Gatherer shall maintain an imbalance account (the “Imbalance Account”) for Shipper and each other shipper which reflects for each Month with respect to each shipper (including Shipper) (i) the total volumes received, delivered, and retained; (ii) the total imbalance for such Month, and the cumulative imbalance through the end of such Month; (iii) previous and new imbalance positions; and (iv) any other information deemed necessary and appropriate by Gatherer, all on a total system basis. Gatherer shall provide Shipper reasonable access to Shipper’s Imbalance Account and a statement of Shipper’s Imbalance Account within five Business Days following the end of each Month. Gatherer may provide Shipper with notices of imbalances and the Monthly statement of Shipper’s Imbalance Account by electronic mail, United States Mail or other delivery service, or any other means deemed reasonable by Gatherer under the circumstances.

(d) Each Month, Gatherer and Shipper shall cooperate and use all reasonable efforts to reduce any cumulative imbalance in the Imbalance Account to zero. At any time such an imbalance exists, Gatherer shall advise Shipper to deliver volumes of Gas in addition to its nominated volumes to address an imbalance in favor of Shipper, or to deliver volumes of Gas that are less than its nominated volumes to address an imbalance in favor of Gatherer. Gatherer may also require Shipper to make appropriate adjustments to its nominations and deliveries to correspond to adjustments that Gatherer is required to make by Downstream Pipelines. Gatherer shall also have the right (acting in its reasonable discretion) to adjust nominations or take other actions, including suspending receipts and deliveries of Gas by Gatherer, necessary to correct an existing imbalance or mitigate an anticipated imbalance. The Parties may also cash out cumulative imbalances using the foregoing methodology for any period prior to the end of the Term as the Parties mutually agree, in which case all Monthly imbalances during such period shall be deemed reduced to zero for purposes of the cash out price to be calculated at the end of the Term.

(e) As between the Parties, Shipper shall be responsible for and shall bear any penalties imposed or assessed by Downstream Pipelines for imbalances in receipts and/or

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deliveries with respect to and solely attributable to Shipper’s Gas. In the event Gatherer incurs any costs and/or penalties from a Downstream Pipeline as a result of and solely attributable to Shipper’s over-deliveries or under-deliveries, Shipper shall also be responsible for and shall reimburse Gatherer for such costs and/or penalties and indemnify and hold Gatherer harmless and free from all such payments, charges, and/or penalties so long as such imbalances and/or over/under deliveries are caused by and solely attributable to Shipper and not by Gatherer or a Third Party.

(f) At the end of the Term, if any cumulative imbalance remains, the Parties shall cash out such cumulative imbalance using the average first of the Month price for Gas for the prior two production Months at the end of the term reflected by the index price in Inside F.E.R.C., Gas Market Report of Spot Prices Delivered to Pipelines as published by McGraw-Hill for the relevant geographic area where the imbalance occurred. Should such index cease to be published, then the Parties will mutually agree on a similar index or publication for such index price for the relevant geographic area where the imbalance occurred.

1.4Measurement Devices.

(a) Gatherer shall construct, install, own and operate the Measurement Devices located at the Receipt Points other than the Shipper Meters. The Measurement Devices installed by Gatherer shall be, subject to Shipper’s approval of such location, as close as practicable to the applicable Well or Well Pad. Shipper shall have the right, at its sole expense, to install, own and operate Measurement Devices located at the Receipt Points (such Measurement Devices installed, owned and operated by Shipper or Noble, the “Shipper Meters”);provided that (i) such equipment is installed so as not to interfere with Gatherer’s Measurement Devices (if any) and (ii) Shipper shall take steps that are reasonable and customary in the industry to mitigate or prevent any Gas pulsation problems or Gas quality problems (such as sand or water) that may interfere with Gatherer’s Measurement Devices at the Receipt Points. Gather may elect to use a Shipper Meter as the Measurement Device for a Receipt Point in lieu of constructing, installing, owning and operating a Measurement Device located at such Receipt Point by providing written notice to Shipper. If Gatherer elects to use such Shipper Meter as the Measurement Device for a Receipt Point, Shipper shall provide Gatherer reasonable access to such Shipper Meter, including as set forth underSection 1.4(f) of thisExhibit A, and prior advance written notice of, and the ability to witness, the calibration of such Shipper Meter.

(b) Gatherer shall install, own and operate (or cause to be installed, owned, and operated) the Measurement Devices located at the Delivery Points and any check meters at the Delivery Points. The Measurement Devices must have the capacity to compensate for Gas characteristics in real time and/or through periodic spot sampling and, where applicable, shall also be capable of measuring by component the volumes of NGLs contained in the Gas stream. Gatherer shall provide reasonable access to Gatherer’s Measurement Devices.

(c) Gatherer’s Measurement Devices will be constructed, installed and operated in accordance with the following depending on the type of meters used:

(i) Orifice Meters – in accordance with ANSI/API 2530 (American Gas Association Report No. 3), Orifice Metering of Natural Gas and Other Hydrocarbon Fluids, Second Edition, dated September 1985, and any subsequent amendments, revisions or modifications thereof.

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(ii) Electronic Transducers and Flow Computers (solar and otherwise) – in accordance with the applicable American Gas Association standards, including American Gas Association Measurement Committee Report Nos. 3, 5, 6 and 7 and any subsequent amendments, revisions, or modifications thereof.

(iii) Ultrasonic Meters – in accordance with the American Gas Association Measurement Committee Report No. 9 (American Gas Association Report No. 9), dated June 1998, and any subsequent amendments, revisions or modifications thereof.

(d) Gatherer may, but shall not be obligated to, replace or make any alterations to the Measurement Devices necessary to comply any subsequent amendments, revisions or modifications of the American Gas Association Reports cited above.

(e) The accuracy of all owned Measurement Devices will be verified by Gatherer at bi-annual intervals and, if requested, in the presence of a representative of Shipper. Gatherer shall verify the accuracy of any owned Measurement Device before the next bi-annual verification required by the preceding sentence if Shipper requests a special test as described below. Notwithstanding the foregoing, however, when Daily deliveries of Gas at any Receipt Point or Delivery Point average 15,000 MSCF per Day or greater during any Month, the accuracy of the Measurement Devices at such Receipt Point or Delivery Point will be verified quarterly. If, upon any test, any Measurement Device is found to be inaccurate by 2% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Gas under this Agreement, but such Measurement Device will immediately be adjusted to record accurately (within the manufacturer’s allowance for error). If, upon any test, any Measurement Device is found to be inaccurate by more than 2% of a recording corresponding to the average hourly flow rate for the period since the last test, such Measurement Device will immediately be adjusted to record accurately (within the manufacturer’s allowance for error) and any previous recordings of such Measurement Device will be corrected to zero error for any period which is known definitely or agreed upon. If such period is not known or agreed upon, such correction will be made for a period covering one-half (¹⁄₂) of the time elapsed since the date of the latest test, but not to exceed 45 Days when the Measurement Device is tested quarterly and not to exceed 180 Days when the Measurement Device is tested bi-annually. If Shipper desires a special test of any Measurement Device, at least 72 hours’ advance notice will be given to Gatherer by Shipper, and both Parties will cooperate to secure a prompt test of the accuracy of such Measurement Device. If the Measurement Device so tested is found to be inaccurate by 2% or less, Gatherer will have the right to bill Shipper for the costs incurred due to such special test, including any labor and transportation costs, and Shipper will pay such costs promptly upon invoice therefor.

(f) If requested by Shipper the Measurement Devices shall include a sufficient number of data ports, and Gatherer shall permit Shipper to connect to such data ports, as shall be required to provide to Shipper on a real-time basis all measurement data generated by such measurement equipment. Shipper shall be responsible at its own cost for obtaining

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equipment and/or services to connect to such data ports and receive and process such data. If requested by Gatherer the Shipper Meters shall include a sufficient number of data ports, and Shipper shall permit Gatherer to connect to such data ports, as shall be required to provide to Gatherer on a real-time basis all measurement data generated by such measurement equipment. Gatherer shall be responsible at its own cost for obtaining equipment and/or services to connect to such data ports and receive and process such data.

(g) The charts and records by which measurements are determined shall be available for the use of both Parties in fulfilling the terms and conditions thereof. Each Party shall, upon request of the other, mail or deliver for checking and calculation all volume and temperature meter records in its possession and used in the measurement of Gas delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data shall be returned within 90 Days after the receipt thereof.

(h) Each Party shall preserve or cause to be preserved for mutual use all test data, charts or other similar records in accordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months.

1.5Measurement Procedures. The measurements of the quantity and quality of all Gas delivered at the Receipt Points and Delivery Points will be conducted in accordance with the following:

(a) The unit of volume for measurement will be one Standard Cubic Foot. Such measured volumes, converted to MSCF, will be multiplied by their Gross Heating Value per MSCF.

(b) The temperature of the Gas will be determined by a recording thermometer installed so that it may record the temperature of the Gas flowing through the meters, or such other means of recording temperature as may be mutually agreed upon by the Parties. The average of the record to the nearest one degree Fahrenheit, obtained while Gas is being delivered, will be the applicable flowing Gas temperature for the period under consideration.

(c) The specific gravity of the Gas will be determined by a recording gravitometer or chromatographic device installed and located at a suitable point determined by Shipper to record representative specific gravity of the Gas being metered or, at Shipper’s or its designee’s option, by continuous sampling or spot sampling using standard type gravity methods. If a recording gravitometer or chromatographic device is used, the gravity to the nearest one-thousandth (0.001) obtained while Gas is being delivered will be the specific gravity of the Gas sampled for the recording period. The gravity to the nearest one-thousandth (0.001) will be determined concurrently with the accuracy of the Measurement Devices as provided inSection 1.4(e) of thisExhibit A.

(d) Adjustments to measured Gas volumes for the effects of supercompressibility will be made in accordance with accepted American Gas Association standards. Gatherer or its designee will obtain appropriate carbon dioxide and nitrogen mole

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fraction values for the Gas delivered as may be required to compute such adjustments in accordance with standard testing procedures. At Gatherer’s or its designee’s option, equations for the calculation of supercompressibility may be taken from the American Gas Association Report No. 8, 1992, Compressibility and Supercompressibility for Natural Gas and Other Hydrocarbon Gases, latest revision.

(e) For purposes of measurement and meter calibration, the atmospheric pressure for each of the Receipt Points and Delivery Points will be assumed to be the pressure value determined by Shipper for the county elevation in which such point is located pursuant to generally accepted industry practices irrespective of the actual atmospheric pressure at such points from time to time.

(f) The Gross Heating Value of the Gas delivered at the Receipt Points and Delivery Points will be determined when each Well is placed on-line and at least bi-annually by means of some approved method of general use in the Gas industry;provided,however, that when Daily deliveries of Gas at any Receipt Point or Delivery Point average 1,000 MSCF per Day or greater during any Month, the Gross Heating Value of the Gas delivered at such Receipt Point or Delivery Point will be determined Monthly by a chromatographic analysis of a flow proportional sample taken at a suitable point on the facilities to be representative of the Gas being metered.

(g) Other tests to determine water content, sulfur and other impurities in the Gas will be conducted whenever requested by either Party and will be conducted in accordance with standard industry testing procedures. The Party requested to perform such tests will bear the cost of such tests only if the Gas tested is determined not to be within the quality specification set forth below. If the Gas is within such quality specification, the requesting Party will bear the cost of such tests.

(h) If, during the Term of this Agreement, a new method or technique is developed with respect to Gas measurement or the determination of the factors used in such Gas measurement, such new method or technique may be substituted for the method set forth in this Agreement; provided that Gatherer receives Shipper’s written consent, and that the new method or technique is in accordance with accepted standards of the American Gas Association.

1.6Gas Meter Adjustments. In the event a meter is out of service or registering inaccurately, the quantities of Gas received or delivered during such period shall be determined as follows:

(a) By using the registration of any check meter or meters, if installed and accurately registering; or in the absence of such check meters,

(b) By using a meter operating in parallel with the estimated volume corrected for any differences found when the meters are operating properly,

(c) By correcting the error if the percentage of error is ascertainable by calibration, tests or mathematical calculation; or in the absence of check meters and the ability to make corrections under this subparagraph (b), then,

(d) By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions when the meter was registering accurately.

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1.7Curtailment of Gas. If capacity on the Gathering System, or any Facility Segment, is interrupted, curtailed or reduced, or capacity is insufficient for the needs of all shippers desiring to use such capacity, the holders of Interruptible Service will be curtailed first, the holders of Priority Two Service shall be curtailed second and the holders of Priority One Service shall be curtailed last. As among the holders of Priority One Service, the capacity available on each Facility Segment to Priority One Service under the preceding sentence shall be allocated among the holders of Priority One Service on a pro rata basis, based on the percentage derived by dividing the Daily average volume of Gas actually Tendered by each holder of Priority One Service to Receipt Points on the Gathering System during the prior 90 Day period by the total volume of such Gas actually Tendered by all holders of Priority One Service during such period. As among the holders of Priority Two Service, the capacity available on each Facility Segment to Priority Two Service under the preceding sentence shall be allocated among the holders of Priority Two Service on a pro rata basis, based on the percentage derived by dividing the Daily average volume of Gas actually Tendered by each holder of Priority Two Service to Receipt Points on the Gathering System during the prior 90 Day period by the total volume of such Gas actually Tendered by all holders of Priority One Service during such period. As among holders of Interruptible Service, the capacity available to such service, if any, shall be allocated pro rata among the holders of such service based on the percentage derived by dividing the Daily average volume of Gas actually Tendered by each holder of Interruptible Service to Receipt Points on the Gathering System during the prior 60 Day period by the total volume of such Gas actually Tendered by all holders of Interruptible Service during such period. In the event only one or more non-integrated Facility Segments are curtailed, in each case such pro ration shall be based upon the volumes nominated on the Facility Segment in question.

1.8Allocations. Allocations required for determining payments or fees due under this Agreement shall be made by Gatherer. Gatherer shall provide an allocation methodology to Shipper for its review and approval. ThisSection 1.8 and shall be based upon the measurements taken and quantities determined for the applicable Month.

(a) The following definitions shall be applicable:

(i) “Fuel Point” means a point on the Gathering System where Gathering System Fuel is measured, sampled, calculated or consumed; and

(ii) “System Receipt Point” means all receipt points at which Gas is delivered into the Gathering System, including the Receipt Points.

(b) Gathering System Fuel shall be allocated to each System Receipt Point upstream of the applicable Fuel Point by multiplying the Gathering System Fuel in MMBtus measured at the applicable Fuel Point during the applicable Month by a fraction, the numerator of which is the volume of Gas in MSCFs received into the Gathering System at such System Receipt Point during such Month, and the denominator of which is the aggregate volume of Gas in MSCFs received into the Gathering System at all System Receipt Points upstream of the applicable Fuel Point during such Month.

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(c) For Facility Segments where there is no injected Liquid Condensate, Drip Condensate collected from a Facility Segment shall be allocated to each Gathering System Receipt Point on such Facility Segment by (i) multiplying the total volume of Gas (in MSCFs) received at each such Receipt Point on such Facility Segment during the applicable Month by the Gallons per MSCF of pentanes and heavier components in such Gas, determined at the relevant System Receipt Point, to determine the theoretical quantity of Drip Condensate in such Gas and (ii) allocating the volume of Drip Condensate measured at the Delivery Point on such Facility Segment during such Month to each such System Receipt Point based on a fraction the numerator of which is the theoretical volume of Drip Condensate attributable to such System Receipt Point during such Month and the denominator of which is the theoretical volume of Drip Condensate for all such System Receipt Points during such Month.

(d) For Facility Segments where there is injected Liquid Condensate, the Liquid Condensate collected from a Facility Segment and sold or delivered to Shipper in accordance withSection 4.8 shall first be allocated to injected Liquid Condensate at each System Receipt Point and then to Drip Condensate from Gas received at System Receipt Points. If the total Condensate collected from the Facility Segment is equal to, or less than, the sum of the injected Liquid Condensate from each receipt point, then the Condensate allocated to each System Receipt Point shall be allocated by (i) dividing the individual System Receipt Point injected Liquid Condensate volume by the sum of the individual System Receipt Point injected Liquid Condensate volumes, and (ii) multiplying the resulting fraction by the total volume of Condensate received from the Facility Segment and sold or delivered to Shipper in accordance withSection 4.8. If the total Condensate volume collected from the Facility Segment and sold or delivered to Shipper in accordance withSection 4.8 is greater than the sum of the injected Liquid Condensate volumes from each System Receipt Point, the allocation to each System Receipt Point first allocates injected Liquid Condensate volumes to each System Receipt Point and then allocates Drip Condensate volumes to each System Receipt Point. In the first allocation of injected Liquid Condensate volumes, each System Receipt Point is credited with 100% of its injected Liquid Condensate volume. In the second allocation of Drip Condensate to each System Receipt Point, the total Drip Condensate volume collected from the Facility Segment is calculated by subtracting the sum of the individual System Receipt Point injected Liquid Condensate volumes received in the Facility Segment from the total Condensate volume received from the Facility Segment and sold or delivered to Shipper in accordance withSection 4.8, and then allocating the total Drip Condensate volume according to the preceding paragraph.

(e) The Gathering System L&U in any Month shall be determined by subtracting from the sum of the total Thermal Content of Gas received at all System Receipt Points on the Gathering System during such Month the sum of (i) the Thermal Content of Gas actually delivered to the Delivery Points on the Gathering System during such Month, (ii) the Thermal Content of Gas consumed as Gathering System Fuel measured at all Fuel Points on the Gathering System during such Month, (iii) the Thermal Content of all Condensate recovered from the Gathering System during such Month (other than Liquid Condensate vaporized and re-injected into the Gas stream), and (iv) the Thermal Content of fuel, shrinkage, and lost and unaccounted for Gas associated with any processing carried out by or on behalf of Shipper and other shippers between the System Receipt Points and the Delivery Points, as allocated to Producer pursuant to its agreement with the processor.

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EXHIBIT B-1

JOINT DEDICATED PROPERTIES


Lease Number	Original Lessor/Grantor	Agreement Date	Book	Page	Instrument #	County	State
120554000	JAMES A STEPP	4/5/2006	348	146		Greene	Pennsylvania
153191000	HARRY E WEBSTER ET UX	7/28/1986	43	139		Greene	Pennsylvania
153203000	MELVIN M MCCONNELL	12/14/1977	625	1055		Greene	Pennsylvania
153204001	EWING B POLLOCK ET AL	1/6/1978	149	793		Greene	Pennsylvania
156539000	JOHN H MOONEY ET UX	11/10/2009	625	390-392	200900006538	Greene	Pennsylvania
156573000	LINDA M. HOPF	8/18/2009	618	1069-1071	200900005026	Greene	Pennsylvania
156574000	GILBERT & RACHEL STAINBROOK IV	8/18/2009	419	1066-1068	200900005025	Greene	Pennsylvania
156589001	WILLIAM E PORTER	8/31/2009	420	1048-1050	20090005317	Greene	Pennsylvania
156589002	RALPH E PORTER	8/31/2009	420	1051-1054	200900005318	Greene	Pennsylvania
156610000	JAMES D HEWITT ET UX	6/19/2009	420	1055	200900005319	Greene	Pennsylvania
156749000	MICHAEL G WHITE ET UX	1/18/2010	468	2235	201400002815	Greene	Pennsylvania
156750000	MYRA J GIBSON	1/18/2010	468	2240	201400002816	Greene	Pennsylvania
156887000	CARL W. HILDRETH ET UX	7/11/2002	370	407	200700002897	Greene	Pennsylvania
156888000	JAMES MOONEY ET UX	2/14/2003	437	2747-2754	201100000979	Greene	Pennsylvania
156924000	TERRY L. AMOS	6/1/2010	434	948-951	201000005865	Greene	Pennsylvania
156979001	JAMES D WISE	7/28/2010	436	3380	201100000697	Greene	Pennsylvania
156979002	CLARENCE W WISE JR	7/26/2010	436	3579	201100000744	Greene	Pennsylvania
156981001	KEITH L WISE ET UX	7/26/2010	436	3384	201100000698	Greene	Pennsylvania
156991000	ROLLIN N SWANK ET UX	9/1/2010	436	1486-1489	201100000415	Greene	Pennsylvania
156992000	LAWRENCE S REFOSCO ET UX	9/14/2010	436	1490-1493	201100000416	Greene	Pennsylvania
157027000	HAROLD A MOORE ET UX	5/27/2011	441	3760	201100004687	Greene	Pennsylvania
157036000	JODY LYNN WEBSTER	11/15/2011	447	3335	201200000837	Greene	Pennsylvania
157037000	JOSEPH A. WEBSTER AND JODY LYNN WEBSTER	11/15/2011	447	3678	201200000931	Greene	Pennsylvania

B-1-1


Lease Number	Original Lessor/Grantor	Agreement Date	Book	Page	Instrument #	County	State
178527000	LAWRENCE E CROUSE ET UX	5/7/2008	391	82		Greene	Pennsylvania
178574000	DAVID ROSBOROUGH ET UX	7/22/2008	447	1007	20120000332	Greene	Pennsylvania
178578000	GRACE E MILLER	7/8/2008	446	1467	201100007026	Greene	Pennsylvania
178579000	HAROLD A MOORE ET UX	7/8/2008	404	570-573	200900000533	Greene	Pennsylvania
178580000	PECHIN LEASING INC.	8/6/2008	396	1218	200800004484	Greene	Pennsylvania
178584000	RICHARD E MARTIN ET UX	5/29/2008	392	677-680		Greene	Pennsylvania
181079000	BERNARD GLOS ET UX	5/2/2008	391	102	200800002662	Greene	Pennsylvania
181080000	HARRY RUTAN ET UX	5/1/2008	391	86	200800002659	Greene	Pennsylvania
181081000	CHARLES W WILLIAMS ET UX	5/19/2008	391	90	200800002660	Greene	Pennsylvania
209276000	FINLEY COMPANY	7/30/1957	536	132		Greene	Pennsylvania
209277000	FINLEY COMPANY	6/27/1957	537	1		Greene	Pennsylvania
209278000	FINLEY COMPANY	6/27/1957	537	3		Greene	Pennsylvania
209279000	FINLEY COMPANY	6/27/1957	537	5		Greene	Pennsylvania
209280000	FINLEY COMPANY	6/27/1957	537	7		Greene	Pennsylvania
209281000	FINLEY COMPANY	6/27/1957	537	9		Greene	Pennsylvania
209282000	FINLEY COMPANY	6/27/1957	537	11		Greene	Pennsylvania
209284000	FINLEY COMPANY	12/10/1958	536	128		Greene	Pennsylvania
209286000	MANOR REAL ESTATE COMPANY	7/25/1960	537	16		Greene	Pennsylvania
209287000	MANOR REAL ESTATE COMPANY	6/11/1962	537	19		Greene	Pennsylvania
209288000	MANOR REAL ESTATE COMPANY	6/21/1965	536	134		Greene	Pennsylvania
209371000	SUPLER, VERNON W & DOROTHY	6/1/1981	665	467		Greene	Pennsylvania
209394000	POLLOCK, EWING B & MARGARET F	12/16/1983	403	499	200900000237	Greene	Pennsylvania
209455000	JENKINS, CATHERINE L	5/6/1992	100	1208		Greene	Pennsylvania
209477000	MARTIN, VIRPI K	9/8/1994	133	626		Greene	Pennsylvania
209489000	PAUL S HORNOR ET AL	6/20/1983	667	1103		Greene	Pennsylvania
220560000	ANDERSON, LARRY L & ERMA D	2/18/2010	427	141	201000000847	Greene	Pennsylvania
239412000	DENNIS S RUTAN ET UX	4/24/2012	451	628	201200003554	Greene	Pennsylvania
244841000	GERALD L ANDERSON ET UX	9/3/2008	396	1112	200800004460	Greene	Pennsylvania

B-1-2

Lease
Number

Original Lessor/Grantor

Agreement
Date

Book

Page

Instrument #

County

State

244842000

CHARLES W GREENE ET UX

9/30/2008

461

201300004024

Greene

Pennsylvania

250255000

TERRY J CAPOZZA

8/10/2012

453

3045

201200005656

Greene

Pennsylvania

252898000

HARRY L RUTAN ET UX

10/12/1993

120

972

Greene

Pennsylvania

153089000

THOMAS R MILLIGAN ET UX

6/4/2008

200817192

Washington

Pennsylvania

156236000

EARL E. ANDERSON

10/9/2009

201004588

Washington

Pennsylvania

156249000

BETTY J GILDOW

9/18/2009

200938755

Washington

Pennsylvania

156264000

G J MARINCHAK ET UX

9/1/2009

201009741

Washington

Pennsylvania

156274000

GEORGE POSTLETHWAIT ET UX

9/18/2009

201017018

Washington

Pennsylvania

156293000

JOHNNY L PIERSON SR

9/11/2009

2010104269

Washington

Pennsylvania

156348001

MARY JO REYNOLDS

3/15/2010

201031925

Washington

Pennsylvania

156348002

FRANCES C. DESANTIS

3/22/2010

201103294

Washington

Pennsylvania

156348003

MABEL L MALONE AKA MABEL MALONE

3/15/2010

201103288

Washington

Pennsylvania

156354001

MARY JO REYNOLDS

3/15/2010

201031923

Washington

Pennsylvania

156354002

FRANCIS C. DESANTIS

3/22/2010

201103296

Washington

Pennsylvania

156354003

MABEL L MALONE

3/15/2010

201103292

Washington

Pennsylvania

156365000

PETER A COSSU ET UX

6/9/2010

201102660

Washington

Pennsylvania

156366000

LEON JOSEPH GOLICK AND LINDA ANN SPENCER

6/7/2010

201102661

Washington

Pennsylvania

156367000

CLARENCE A. HARRIS AND CAROL COSSU HARRIS

6/9/2010

201102662

Washington

Pennsylvania

156368000

MARK D. & MARIANNE R. VALERIO

3/20/2010

201102663

Washington

Pennsylvania

156369000

KEVIN E YOCUM

6/22/2010

201102664

Washington

Pennsylvania

156371000

JOHN S BUCHANAN ET UX

5/6/2010

201104611

Washington

Pennsylvania

156376000

DOROTHY M CLUTTER

11/11/2010

201103843

Washington

Pennsylvania

156378002

ROBERT W. DOWHEN

12/31/2010

201112318

Washington

Pennsylvania

156378003

SUSAN B. DONOHUE

12/12/2010

201112320

Washington

Pennsylvania

156378004

RICHARD SCOTT BALSLEY

3/29/2011

201118278

Washington

Pennsylvania

156378005

VON DALE L. BALSLEY

1/12/2011

201112321

Washington

Pennsylvania

156378006

CONNIE K. O’LEARY

1/12/2011

201112322

Washington

Pennsylvania

B-1-3

Lease
Number

Original Lessor/Grantor

Agreement
Date

Book

Page

Instrument #

County

State

156378007

TERREANCE W S WHITTEN

9/30/2011

201127241

Washington

Pennsylvania

156378008

RICHARD SCOTT BALSLEY

6/30/2011

201120536

Washington

Pennsylvania

156378009

KATHLEEN A. MOORE

7/22/2011

201126495

Washington

Pennsylvania

156378010

WILLIAM K WHITTEN JR

11/21/2011

201216449

Washington

Pennsylvania

156393000

JUDITH MILLER

3/2/2011

201122758

Washington

Pennsylvania

156394000

RONALD W LAIPPLE ET UX

3/2/2011

201119370

Washington

Pennsylvania

156396000

GEORGE E. SILVERS, JR.

4/25/2011

201121667

Washington

Pennsylvania

156397000

VAUGHN E. HOUSTON

3/29/2011

201118283

Washington

Pennsylvania

156406000

ANTHONY R. REESE AND HELEN REESE

3/2/2011

201129515

Washington

Pennsylvania

156408000

CARL S. CALABRO

7/12/2011

201129333

Washington

Pennsylvania

156409000

STEWART ODELL DAGUE AND MARY JANE DAGUE

7/12/2011

201128437

Washington

Pennsylvania

156410001

LARRY D. & TAMMY R. HOUSTON

7/19/2011

201127242

Washington

Pennsylvania

156415000

DALE PRYOR

8/30/2011

201129781

Washington

Pennsylvania

156418000

GEORGE E MURR JR ET UX

9/15/2011

201130741

Washington

Pennsylvania

156419000

EARL CLUTTER ET UX

10/18/2011

201129324

Washington

Pennsylvania

156420000

THOMAS E WARD JR

2/16/2012

201205120

Washington

Pennsylvania

156422000

THE GENE AND EDITH CONKLIN FAMILY CORPORATION

9/22/2011

201128439

Washington

Pennsylvania

156423000

THE WILLIAM JAMES HUTSON LIVING TRUST

1/7/2009

200901929

Washington

Pennsylvania

156425000

JACK PETTIT

6/13/2008

200824912

Washington

Pennsylvania

156426000

DOMINIC J. WATERS AND JOANNE D. WATERS

1/21/2009

200908240

Washington

Pennsylvania

156427000

LAWRENCE W. SCOTT & MARYLIN V. SCOTT

2/9/2009

200913916

Washington

Pennsylvania

156428000

MARLA L. WEST

8/25/2009

201001007

Washington

Pennsylvania

156429000

HENRY M STEIN ET UX

9/22/2009

20103174

Washington

Pennsylvania

156430000

NANCY ZITKO

9/30/2009

201000181

Washington

Pennsylvania

156431000

MARGARET SUE IREY

9/22/2009

201003254

Washington

Pennsylvania

156432000

RICHARD D.A. WEST, GENERAL PARTNER, WEST FORK FARM

4/25/2009

200915289

Washington

Pennsylvania

B-1-4

Lease
Number

Original Lessor/Grantor

Agreement
Date

Book

Page

Instrument #

County

State

156433000

RONALD E RUSSELL ET UX

3/31/2010

201124735

Washington

Pennsylvania

156434000

KELLIE H BAIRD ET VIR

6/17/2010

201031778

Washington

Pennsylvania

156435000

LORI LEIGH KOFFLER & MARK A. MOYAR

7/23/2010

201038133

Washington

Pennsylvania

156436000

WILLIAM E. HILDEBRAND AND PHYLLIS HILDEBRAND

7/25/2008

201124735

Washington

Pennsylvania

156437000

FRED O RUSSELL ET UX

4/1/2010

201124735

Washington

Pennsylvania

156438000

KENNETH CARL WEIMER & SONDRA M. WEIMER

7/15/2010

201124735

Washington

Pennsylvania

156439000

JOSEPH W. & GRESCHEN C. SULLA

4/21/2010

201124735

Washington

Pennsylvania

156441000

JEFFERY A PREM ET UX

9/16/2011

201130745

Washington

Pennsylvania

156443000

JAMES D. HOLDEN

10/12/2011

201129783

Washington

Pennsylvania

156445000

PATTY WYNN

10/5/2011

201132136

Washington

Pennsylvania

156447000

RICK G. & JUDI K. SHIPMAN

10/4/2011

201206383

Washington

Pennsylvania

156448000

ROBERT GENE CONKLIN ET UX

2/20/2008

200810475

Washington

Pennsylvania

156449000

REED B. DAY ET AL

12/15/2009

201011682

Washington

Pennsylvania

156450000

BRUCE PHILLIPS ET UX

5/20/2010

201031306

Washington

Pennsylvania

156451001

CYRIL N. WALTHER ET UX

7/31/2009

201000171

Washington

Pennsylvania

156452001

CYRIL N. WALTHER ET UX

6/8/2011

201118752

Washington

Pennsylvania

156453000

ROBERT GAYLOR ET UX

7/22/2009

200934205

Washington

Pennsylvania

156454000

PHILLIP R. CONKLIN ET UX

3/19/2007

200713547

Washington

Pennsylvania

156456001

JEFFREY P THOMAS

10/28/2011

201211264

Washington

Pennsylvania

156456002

WILLIAM A. THOMAS

10/31/2011

201202962

Washington

Pennsylvania

156456003

JAMES R. THOMAS

11/11/2011

201204581

Washington

Pennsylvania

156460000

EDWARD L. KERNS ET UX

11/2/2011

201132138

Washington

Pennsylvania

156461000

JOHN D. FRYE

11/4/2011

201204589

Washington

Pennsylvania

156462000

RANDALL D FRYE ET UX

11/4/2011

201206449

Washington

Pennsylvania

156464000

JOHN M. LINDLEY, SUCCESSOR TRUSTEES OF THE TESAMEN

11/8/2011

201206384

Washington

Pennsylvania

B-1-5

Lease
Number

Original Lessor/Grantor

Agreement
Date

Book

Page

Instrument #

County

State

156469000

CLIFFORD T. WRIGHT AND KATHY ADDLEMAN

12/7/2011

201206447

Washington

Pennsylvania

156471000

RICHARD D. MCCLELLAND ET UX

12/18/2008

200913749

Washington

Pennsylvania

156472000

BEVERLY BURNS MORGAN

7/7/2008

200827207

Washington

Pennsylvania

156476001

JAMES W. MALOY ET UX

8/10/2011

201130864

Washington

Pennsylvania

156477000

ARTHUR P RICHARDSON ET UX

2/11/2010

201014855

Washington

Pennsylvania

156478000

BRIAN HUGHES ET UX

2/26/2010

201023569

Washington

Pennsylvania

156480000

BETHEL PRESBYTERIAN CHURCH

12/20/2011

20120968

Washington

Pennsylvania

156481000

DORIS H. RUSH

2/8/2010

201014947

Washington

Pennsylvania

156482000

DANE R. MCCORMICK AND LINDA MCCORMICK

2/2/2012

201211906

Washington

Pennsylvania

156485000

DUANE L. KIGER AND MARY S. KIGER

12/1/2011

201200977

Washington

Pennsylvania

156486000

ALVA M. EALY

2/14/2012

201211910

Washington

Pennsylvania

156490000

JEFFREY B. FORDYCE AND KATHYRN A. FORDYCE

2/22/2012

201211730

Washington

Pennsylvania

156492000

WAYNE D LEECH ET UX

2/3/2012

201210474

Washington

Pennsylvania

209689000

CALVERT, NORA A

7/9/2007

200718945

Washington

Pennsylvania

209752000

ESTATE OF JOHN C VAN ARSDALE JR

11/17/2008

200833415

Washington

Pennsylvania

209844000

JOHNSON, DOUGLAS K & LAURA M

12/28/2010

201041456

Washington

Pennsylvania

216030000

CONSOLIDATION COAL COMPANY

2/18/1988

2313

387

Washington

Pennsylvania

216034000

WEAVER, JOHN R & B. LAURA

12/11/1992

2517

425

Washington

Pennsylvania

216035000

MILLER, JOHN & JUDITH A

12/17/1992

2518

374

Washington

Pennsylvania

216036000

STOCKER, FRANK W & LINDA

3/31/1993

2528

577

Washington

Pennsylvania

216039000

BAYER, JOSEPH F & BILLIE I

5/27/1993

2535

583

Washington

Pennsylvania

216041000

HOUSTON, VAUGHN E; HOUSTON, RAY E & NORMA JEAN

5/10/1993

2533

Washington

Pennsylvania

216042000

ARCHER, W LELAND, WILL OF; HAROLD B ARCHER, EXECUT

11/17/1993

2559

245

Washington

Pennsylvania

216048000

DILLE, DARYL G

5/12/1993

2533

588

Washington

Pennsylvania

216049000

MENCER, ROBERT J & GERALDINE

6/11/1993

2537

490

Washington

Pennsylvania

B-1-6

Lease
Number

Original Lessor/Grantor

Agreement
Date

Book

Page

Instrument #

County

State

216051000

BRETH, MARJORIE DAY

8/5/1993

2545

Washington

Pennsylvania

216056000

CIMINO, WAYNE L & LOUISE

11/3/1994

2612

213

Washington

Pennsylvania

216057000

SCHERICH, THOMAS E & BERTHA M

1/28/2004

200401884

Washington

Pennsylvania

216059000

PHILLIPS, DANIEL K & JACQUELYN

3/22/2005

200507899

Washington

Pennsylvania

216073000

MCGUIER, JOEL R & KELLEY ISHLER

5/19/2005

200514153

Washington

Pennsylvania

216074000

WOODS, MAE M

10/25/2005

200535925

Washington

Pennsylvania

238183000

WILLIAM L ANDERSON SR

6/26/2012

201224088

Washington

Pennsylvania

238956000

PHILLIP R CONKLIN ET UX

5/8/2010

201031694

Washington

Pennsylvania

238963000

ELBERT E MINOR ET AL

9/11/2009

201003355

Washington

Pennsylvania

239168000

GARY P MORGAN ET UX

3/11/2009

��

200908232

Washington

Pennsylvania

239175000

DENNIS J LOCY

4/27/2009

200913947

Washington

Pennsylvania

239184000

LUCINDA M PARRY ET VIR

10/29/2008

200832274

Washington

Pennsylvania

239185000

JOHN P DIBBLE JR ET AL

1/13/2010

201006103

Washington

Pennsylvania

239187000

SUE E CLUTTER ET AL

2/6/2009

200912958

Washington

Pennsylvania

239189000

ROBERT D SHERBURNE

6/16/2009

200918302

Washington

Pennsylvania

239192000

JAMES N ROBERTS ET UX

4/1/2009

200931737

Washington

Pennsylvania

239193000

WILLIAM J GRASSER JR ET UX

5/18/2009

200914747

Washington

Pennsylvania

239195000

RONALD C FUEHRER ET UX

8/3/2009

200926406

Washington

Pennsylvania

239196000

JAMES J CRUM

7/7/2008

200817528

Washington

Pennsylvania

239197000

JACK PIATT II ET AL

7/20/2008

200824710

Washington

Pennsylvania

239198000

SAMUEL R PRICE ET UX

10/27/2009

200937596

Washington

Pennsylvania

239202000

MICHAEL J SHYMCHYK

3/3/2008

200814479

Washington

Pennsylvania

239207000

HOWARD E HILL ET UX

4/16/2009

200911035

Washington

Pennsylvania

239411000

DONALD J LOGUE ET UX

4/9/2012

201216469

Washington

Pennsylvania

239677000

C T DODD

6/14/2026

574

365

Washington

Pennsylvania

239677000

C T DODD

6/14/2026

574

365

Washington

Pennsylvania

240582001

TOD MROCK

7/26/2012

201235188

Washington

Pennsylvania

240582002

SANDRA D MROCK

9/26/2012

201235189

Washington

Pennsylvania

B-1-7

Lease
Number

Original Lessor/Grantor

Agreement
Date

Book

Page

Instrument #

County

State

240582003

GARY M MROCK

7/13/2012

201235190

Washington

Pennsylvania

240582004

MAUREEN E MROCK

7/26/2012

201235191

Washington

Pennsylvania

240582005

DANIEL G MROCK

7/26/2012

201236286

Washington

Pennsylvania

240582006

LORRAINE ELIAS

7/17/2012

201236297

Washington

Pennsylvania

240582007

RUDOLPH PARKER KERON

7/20/2012

201235192

Washington

Pennsylvania

240582008

TIMOTHY J TUTTLE ET UX

7/23/2012

201235193

Washington

Pennsylvania

240582009

MARTIN MCNEIL ET UX

7/20/2012

201235194

Washington

Pennsylvania

240766000

JAMES A CARTER ET UX

10/4/2012

201308036

Washington

Pennsylvania

241993000

KAREN S HUCKO ET VIR

8/27/2012

201238877

Washington

Pennsylvania

242194000

ELIZABETH D YOUNG ET AL

4/6/2029

201134239

Washington

Pennsylvania

243237000

EUGENE W SCHERICH ET AL

12/18/2012

201238891

Washington

Pennsylvania

243571000

ANDREW R CLARKSON

12/11/2012

201310825

Washington

Pennsylvania

244782000

THOMAS R DORSEY

6/5/2010

201033854

Washington

Pennsylvania

245090000

DONNA MAES HILL LLC

7/24/2012

201226149

Washington

Pennsylvania

245091000

BRUCE E LIVINGOOD ET UX

4/2/2012

201226148

Washington

Pennsylvania

245094000

MCGUIER FAMILY FARM LLC

4/25/2012

201226145

Washington

Pennsylvania

245326000

JAIME L MARGARIA

2/27/2012

201213675

Washington

Pennsylvania

245331000

PETE F PIRILLO JR

2/27/2012

201213672

Washington

Pennsylvania

245350000

DAY CLAN LLC

5/8/2012

201214453

Washington

Pennsylvania

245419001

GEORGE R MAXWELL

1/30/2012

201227640

Washington

Pennsylvania

245419002

KEITH A MAXWELL

1/30/2012

201227660

Washington

Pennsylvania

245419003

KEVIN M MAXWELL

3/15/2013

201331118

Washington

Pennsylvania

246718000

LARRY E BEDILLION ET UX

4/16/2013

201322042

Washington

Pennsylvania

247307000

HENRY SWAGGARD ET AL

7/9/2025

531

601

Washington

Pennsylvania

250406000

MARK ANDREW POWELL ET UX

1/23/2009

200912677

Washington

Pennsylvania

251240000

PATRICK M MCMULLEN ET UX

2/17/2012

201211171

Washington

Pennsylvania

253262000

HAROLD D FRYE ET UX

5/17/1967

1262

Washington

Pennsylvania

253452000

OPAL D WINNETT

7/21/2006

2386

383

Washington

Pennsylvania

B-1-8

Lease
Number

Original Lessor/Grantor

Agreement
Date

Book

Page

Instrument #

County

State

253454000

W M HARSH ET UX

4/14/1964

1176

425

Washington

Pennsylvania

253467000

CHARLES E CLUTTER ET UX

9/14/1967

1267

712

Washington

Pennsylvania

253476000

RELLA V CUNNINGHAM ET VIR

2/10/1959

1041

559

Washington

Pennsylvania

253478000

DELLA M WALLACE ET AL

11/28/1967

1274

999

Washington

Pennsylvania

253560000

W M HARSH ET UX

6/14/1966

1245

737

196606222

Washington

Pennsylvania

253563000

WILLIAM G MILLIKEN ET UX

7/27/1967

1269

325

Washington

Pennsylvania

253675000

DESSIE G RICHEY

11/10/1966

201302107

Washington

Pennsylvania

255225000

CHARLES R MILLIKEN ET UX

11/10/1964

1194

141

Washington

Pennsylvania

255243000

NELLIE H CLUTTER ET VIR

4/11/1968

1278

330

Washington

Pennsylvania

255986000

LOTTIE J RAYMER

9/14/1967

1267

708

Washington

Pennsylvania

260838000

HYSEE L DAY ET UX

8/31/2021

497

197

Washington

Pennsylvania

110242001

ROBERT T KLINE ET UX

8/24/1988

2876

520

Westmoreland

Pennsylvania

110498000

SANDRA J CALIZZI ET AL

4/15/1987

2740

612

Westmoreland

Pennsylvania

112967000

SAMUEL E GALLAGHER ET AL

6/5/1985

2650

527

Westmoreland

Pennsylvania

113003000

AVONMORE LAND AND IMPROVEMENT COMPANY

2/15/2001

308

108

Westmoreland

Pennsylvania

113419000

KEROTEST MANUFACTURING COMPANY

5/12/1950

1385

Westmoreland

Pennsylvania

119270000

JAMES KRALIK ET UX

12/12/2001

200201220005393

Westmoreland

Pennsylvania

119355000

MUNICIPAL AUTHORITY OF WESTMORELAND

1/1/2002

200206130039309

Westmoreland

Pennsylvania

119399000

DONALD D. EVANS, ET AL

9/29/2002

200209100057802

Westmoreland

Pennsylvania

119464000

MUNICIPAL AUTHORITY OF WESTMORELAND COUN

8/6/2002

200302190013077

Westmoreland

Pennsylvania

119822000

ROBERT C SHAW ET AL

7/23/2003

200308210068213

Westmoreland

Pennsylvania

119977000

STEPHEN N TOWER ET UX

8/18/2003

200404140020979

Westmoreland

Pennsylvania

119978000

CHRISTOPHER D. & JANE M. TOWER

4/6/2005

200202250013293

Westmoreland

Pennsylvania

121106000

DEBORAH A DORSEY

11/14/2007

200805220021612

Westmoreland

Pennsylvania

121107000

ROBERT P HOLTZ ET UX

11/15/2007

200805220021613

Westmoreland

Pennsylvania

121781000

EDWARD M KROKOSKY ET UX

6/2/2010

201007060023196

Westmoreland

Pennsylvania

121783000

ZEAL H BREWER ET UX

5/29/2010

201011290043795

Westmoreland

Pennsylvania

B-1-9

Lease
Number

Original Lessor/Grantor

Agreement
Date

Book

Page

Instrument #

County

State

121802000

WILLIAM JANKOVIK ET UX

8/22/2010

201103070008403

Westmoreland

Pennsylvania

121803000

LAURETTA M MUSSER

9/3/2010

201103070008404

Westmoreland

Pennsylvania

121804000

CHRIS TOWER ET UX

9/15/2010

201103310011573

Westmoreland

Pennsylvania

121810000

HOWARD S BERTA ET UX

12/29/2010

201103310011567

Westmoreland

Pennsylvania

121811000

ANTHONY S BUTCHER ET AL

12/29/2010

201103310011560

Westmoreland

Pennsylvania

121812000

DAVID A HOLM ET UX

12/29/2010

201103310011568

Westmoreland

Pennsylvania

121813000

PATRICIA A ONDISH

12/29/2010

201103310011561

Westmoreland

Pennsylvania

121832001

DAVID A MATSON

12/7/2010

201103310011576

Westmoreland

Pennsylvania

121905000

NANCY J SHANTA

4/15/2011

201108260030914

Westmoreland

Pennsylvania

121906000

C ROBERT SHANTA JR

4/15/2011

201108260030915

Westmoreland

Pennsylvania

121971001

RICHARD HILL

5/8/2011

201110200038323

Westmoreland

Pennsylvania

121971002

HOWARD WAYNE WIESTER

5/20/2011

201110200038315

Westmoreland

Pennsylvania

121971003

WILLIAM W CALDWELL

5/24/2011

201110200038317

Westmoreland

Pennsylvania

121971004

HOWARD E HILL

8/22/2011

201110200038316

Westmoreland

Pennsylvania

121971005

ELIZABETH ANN TROXELL

9/1/2011

201110200038328

Westmoreland

Pennsylvania

121971006

N IRENE CLARK

9/20/2011

201110200038321

Westmoreland

Pennsylvania

121983000

DOUGLAS W IFFT ET UX

5/12/2005

200506030027624

Westmoreland

Pennsylvania

121989000

MUNICIPAL AUTHORITY OF WESTMORELAND COUN

7/11/2002

200207290048651

Westmoreland

Pennsylvania

121990000

MUNICIPAL AUTHORITY OF WESTMORELAND COUN

4/10/2003

200304290032722

Westmoreland

Pennsylvania

122003000

JOHN W BANKOSKE ET UX

9/22/2006

200611150056116

Westmoreland

Pennsylvania

122004000

MUNICIPAL AUTHORITY OF WESTMORELAND COUN

2/21/2002

200203210019679

Westmoreland

Pennsylvania

122006000

ROSALIE B KRYSTON ET AL

11/5/2010

201012160047147

Westmoreland

Pennsylvania

122014000

FRANCIS S DEMARCO

8/4/2011

201110200038318

Westmoreland

Pennsylvania

122015001

DAVID MATSON

5/3/2011

201110200038322

Westmoreland

Pennsylvania

122016000

JEFFREY C BURTON

9/26/2011

201110200038320

Westmoreland

Pennsylvania

122035000

FREDERICK J SLACK ET UX

11/16/2011

201111170042612

Westmoreland

Pennsylvania

B-1-10

Lease
Number

Original Lessor/Grantor

Agreement
Date

Book

Page

Instrument #

County

State

122053000

ROBERT L ANDERSON ET UX

6/29/2011

201111290043953

Westmoreland

Pennsylvania

125763000

DAVID DUFF

8/28/1999

0002/02166

Westmoreland

Pennsylvania

125905000

P R LONG ET UX

12/14/2011

0020/02035

Westmoreland

Pennsylvania

126236000

SIMON P BORTZ ET UX

4/24/1930

915

140

Westmoreland

Pennsylvania

126262000

MYRTIE M POTTS ET VIR

6/24/1932

0085/00271

Westmoreland

Pennsylvania

126474000

JOSEPH R MARCO ET AL

9/30/1946

1266

Westmoreland

Pennsylvania

127484000

TWILA N SAUL

1/14/1981

0301/00076

Westmoreland

Pennsylvania

152338001

KEROTEST MFG. COMPANY

5/12/1950

1385

Westmoreland

Pennsylvania

238039000

SPD FAMILY LIMITED PARTNERSHIP

12/13/2013

201312130049072

Westmoreland

Pennsylvania

239407000

NANCY ANN FERGUSON RAIRIGH ET VIR

8/23/2012

201208270035353

Westmoreland

Pennsylvania

239408000

NANCY ANN FERGUSON RAIRIGH ET VIR

8/23/2012

201208270035354

Westmoreland

Pennsylvania

240165001

WINIFRED SHANER

10/1/2012

201302120005715

Westmoreland

Pennsylvania

240165002

WILLIAM V SHANER

1/10/2013

201302250007303

Westmoreland

Pennsylvania

240165003

GEORGE E SHANER

12/28/2012

201302250007302

Westmoreland

Pennsylvania

244755000

RICHARD SLAUGHENHAUPT ET UX

1/16/2013

201302250007300

Westmoreland

Pennsylvania

245129000

CLAIR J RUBRIGHT ET AL

4/20/1987

2735

272

Westmoreland

Pennsylvania

245130000

MUNICIPAL AUTHORITY OF WESTMORELAND COUNTY

8/11/1994

3279

577

Westmoreland

Pennsylvania

245131000

ARTHUR D HENDERSON

5/3/1985

2606

632

Westmoreland

Pennsylvania

245132000

ANNA MOORHEAD ET AL

11/25/1986

2719

310

Westmoreland

Pennsylvania

245915000

HOWARD A BORTZ ET UX

10/30/1984

2832

364

Westmoreland

Pennsylvania

246663000

THE BRUNOT COMPANY INC

4/6/2013

201304160014665

Westmoreland

Pennsylvania

247305000

HENRY H COY

4/12/2005

517

400

Westmoreland

Pennsylvania

250284000

SENATE COAL MINES INC

7/16/2013

201308260035230

Westmoreland

Pennsylvania

255632000

ARTHUR PRATI ET UX

1/18/2014

201402030002989

Westmoreland

Pennsylvania

110188000

DAYWOOD FOUNDATION INC

4/18/1983

620

Barbour

West Virginia

112006000

HENRY H STREETS

11/13/1970

455

Barbour

West Virginia

112435000

ELENOR WEEKLEY ET AL

5/1/1973

267

Barbour

West Virginia

B-1-11

Lease
Number

Original Lessor/Grantor

Agreement
Date

Book

Page

Instrument #

County

State

121787002

MCFUTURE LLC

9/29/2011

154

609

Barbour

West Virginia

121787003

ARCELORMITTAL PRISTINE RESOURCES LLC

10/13/2011

155

367

Barbour

West Virginia

121789000

ARCELORMITTAL PRISTINE RESOURCES INC

10/27/2010

152

554

Barbour

West Virginia

121826001

PEGGY CHESSER SJOBERG

11/16/2010

153

Barbour

West Virginia

121826002

JULIA C MARTINE

12/13/2010

153

172

Barbour

West Virginia

121931000

ARCELORMITTAL PRISTINE RESOURCES INC

3/21/2011

155

239

Barbour

West Virginia

121961000

TIFFANY A ROBINSON ET AL

3/11/2011

154

620

Barbour

West Virginia

121962000

MURL PATRICK MITCHELL ET UX

3/23/2011

154

625

Barbour

West Virginia

121963000

LEVADA ANN MITCHELL ET VIR

3/23/2011

154

630

Barbour

West Virginia

121964000

JAMES GREGORY MITCHELL

3/23/2011

154

635

Barbour

West Virginia

121967001

MICHAEL P MITCHELL

3/23/2011

155

189

Barbour

West Virginia

121967002

THE DIANA GOFF CATHER M TRUST

11/8/2012

160

642

119335

Barbour

West Virginia

131750000

RUTH WOODS DAYTON

9/23/1967

265

Barbour

West Virginia

132167000

GERALD BAUGHMAN ET AL

6/1/1966

Barbour

West Virginia

132378000

LUCY O NEAL

8/20/1959

Barbour

West Virginia

132381000

W J POLING ET UX

8/21/1959

Barbour

West Virginia

132385000

ELIZABETH TETER ET AL

8/20/1959

276

Barbour

West Virginia

132398000

LUCILLE CHESSER ET VIR

10/21/1959

417

Barbour

West Virginia

132464000

MARTHA D STRADER ET AL

2/27/1969

497

Barbour

West Virginia

132474000

ELMIRA GULENTZ

9/15/1960

326

Barbour

West Virginia

132491000

MERLE MCVICKER ET UX

5/4/1961

359

Barbour

West Virginia

132494000

A L PROUDFOOT ET UX

5/4/1961

OG43

353

Barbour

West Virginia

132495000

D O MITCHELL

5/3/1961

351

Barbour

West Virginia

132496000

C S MITCHELL ET UX

5/4/1961

349

Barbour

West Virginia

132497000

JUNIOR L MORREL ET UX

12/15/1970

OG69

Barbour

West Virginia

132501000

RALPH PLUM ET UX

12/15/1970

OG69

Barbour

West Virginia

132502000

WILBERT MCVICKER ET UX

5/11/1961

OG43

315

Barbour

West Virginia

132503000

L DOW PHILLIPS ET UX

5/5/1961

OG43

307

Barbour

West Virginia

B-1-12


Lease Number	Original Lessor/Grantor	Agreement Date	Book	Page	Instrument #	County	State
132506000	MONZELL MITCHELL ET UX	5/19/1961	43	295		Barbour	West Virginia
132522000	CLINTON ROBINSON ET AL	5/2/1961	OG44	256		Barbour	West Virginia
132530000	ZORA MCQUAIN	7/12/1961	44	283		Barbour	West Virginia
132533000	MORA MCDANIEL ET AL	5/9/1961	OG44	355		Barbour	West Virginia
132537000	IRA MCBEE ET AL	5/4/1961	44	371		Barbour	West Virginia
132544000	W H LANTZ ET UX	10/23/1961	45	137		Barbour	West Virginia
132618000	C M BOWMAR ET AL	1/31/1964	48	360		Barbour	West Virginia
132690000	J M O’NEAL	3/24/1965	53	262		Barbour	West Virginia
132820000	UNITED STATES STEEL CORP	10/12/1967	62	487		Barbour	West Virginia
243010000	ROGER SCOTT MITCHELL	10/21/2012	160	647	119337	Barbour	West Virginia
244886000	MICHAEL PATRICK MITCHELL	12/12/2012	162	601	130375	Barbour	West Virginia
246072000	CLARENCE J POLING ET UX	3/7/2013	163	294	140593	Barbour	West Virginia
246356000	CLARENCE J POLING ET AL	2/19/2013	163	289	140592	Barbour	West Virginia
110612000	A W COFFMAN	12/22/2003	143	420		Harrison	West Virginia
130568000	W G BENNETT ET AL	3/27/2001	42	217		Lewis	West Virginia
175969001	ELLSWORTH H. SCHERICH AND THELMA L. SCHERICH	8/11/2009			1277792	Marshall	West Virginia
176153000	DALE E CAMPBELL	7/21/2009	687	319-322	1276418	Marshall	West Virginia
176154000	DALE E CAMPBELL	7/21/2009	687	323-327	1276419	Marshall	West Virginia
176157000	DALE E CAMPBELL	7/21/2009	687	328-331	1276420	Marshall	West Virginia
176164000	DAVID KINNEY ET AL	9/9/2009			1286688	Marshall	West Virginia
176167000	DUANE L WISLON ET UX	9/1/2009	697	308	1283409	Marshall	West Virginia
176201000	JOHN A GRAY ET UX	11/10/2009	697	237-239	1283271	Marshall	West Virginia
176220001	TIERRA OIL COMPANY LLC	12/21/2009	772	73	1286687	Marshall	West Virginia
176220002	ROBERT B. ELLIOTT	1/6/2010	707	260	1291211	Marshall	West Virginia
176220003	SCOTT REED	11/4/2009	701	409	1286684	Marshall	West Virginia
176220004	JACKIE FRYE	11/24/2009	700	265-267	1285497	Marshall	West Virginia
176220005	RICHARD & MARY BARTO	11/11/2009	700	268-270	1285498	Marshall	West Virginia

B-1-13


Lease Number	Original Lessor/Grantor	Agreement Date	Book	Page	Instrument #	County	State
176454001	JACKIE L FRYE	12/16/2009	707	729	1291217	Marshall	West Virginia
176454002	RICHARD BARTO ET UX	2/2/2010	805	609	1350450	Marshall	West Virginia
176454003	SCOTT D REED	11/30/2009	805	613	1350451	Marshall	West Virginia
176457001	ELLSWORTH SCHERICH ET UX	11/11/2009	708	361	1291866	Marshall	West Virginia
176457002	MABLE L. RIGGLE	3/25/2011	738	165	1308002	Marshall	West Virginia
176467000	PATRICK SHANE RIGGLE	7/20/2010	705	239	1289559	Marshall	West Virginia
176490000	RICHARD E. HARTLEY, SR & BARBARA E. HARTLEY	6/4/2010	707	286	1291219	Marshall	West Virginia
176496000	RALPH E. MOORE AND MICHAEL R. FLYNN	8/16/2010			1292703	Marshall	West Virginia
176497000	VIOLA LAND, INC.	8/16/2010	709	515	1292704	Marshall	West Virginia
176505000	ROBERT R. TOLAND & CARRIE M. TOLAND	6/12/2010	709	519	1292705	Marshall	West Virginia
176517000	AMERICAN PREMIER UNDERWRITERS, INC.	8/17/2010	711	79	1293977	Marshall	West Virginia
176523000	RUDOLPH F CEBULA JR	10/12/2010	725	153	1300752	Marshall	West Virginia
176524001	GENEVA TERRILL	9/16/2010	720	420	1298535	Marshall	West Virginia
176524002	WILLIAM D EARNEST	9/17/2010	720	424	1298537	Marshall	West Virginia
176536000	VIOLA SPORTMANS CLUB	12/15/2010	731	522	1304279	Marshall	West Virginia
176556000	JAMES KEVIN SAMPSON	4/9/2011	744	321	1311028	Marshall	West Virginia
176557000	GERALD K. WHITE AND SARAH A. WHITE	4/28/2011	738	209	130817	Marshall	West Virginia
176561000	JAMES DOLAN AND MARY J. DOLAN	5/12/2011	744	160	1310693	Marshall	West Virginia
176562001	CATHY A CROMIKA	6/3/2011	744	325	1311029	Marshall	West Virginia
176562002	WILLIAM J. HEGEDUS AND MARGARET R. MORGAN H/W	8/7/2011	749	6	1313288	Marshall	West Virginia
176562003	GERALD D. HEGEDUS	11/14/2011	757	415	1318122	Marshall	West Virginia
176565001	JULIA RIGGLE	6/15/2011	744	329	1311030	Marshall	West Virginia
176565002	RALPH CURTIS RIGGLE, BY NICK RIGGLE, ATTORNEY-IN-F	10/26/2011	757	419	1318123	Marshall	West Virginia
176565003	MABLE L. RIGGLE	10/26/2011	758	219	1318625	Marshall	West Virginia
176571001	CHARLES E DAGUE	6/22/2011	747	150	1312398	Marshall	West Virginia
176571002	RONALD J HORR	6/22/2011	747	154	1312399	Marshall	West Virginia

B-1-14


Lease Number	Original Lessor/Grantor	Agreement Date	Book	Page	Instrument #	County	State
176577000	JAY A SEABRIGHT ET UX	8/17/2011	748	56	1312772	Marshall	West Virginia
176588001	WILLIAM D. EARNEST	10/11/2011	758	275	1318732	Marshall	West Virginia
176588002	LEONA M. RIGGLE	10/10/2011	758	279	1318742	Marshall	West Virginia
176588003	MARY ELLEN WHIPKEY	10/12/2011	757	423	1318125	Marshall	West Virginia
176588004	JOAN MILLIKEN	10/12/2011	757	141	1317603	Marshall	West Virginia
176588005	EULA J. RIGGLE BENNETT	10/10/2011	757	145	1317604	Marshall	West Virginia
176588007	JAMES D. RIGGLE	10/15/2011	757	145	1317604	Marshall	West Virginia
176588008	EVELYN M. VAN KIRK AKA EVELYN (EVIE) VAN KIRK	10/15/2011	757	153	1317607	Marshall	West Virginia
176588009	SHIRLEY DULANEY	10/21/2011	758	283	1318744	Marshall	West Virginia
176588010	BARBARA K. RIGGLE	10/21/2011	758	291	1318748	Marshall	West Virginia
176588011	ROBIN WILLIAMS	10/21/2011	758	295	1318749	Marshall	West Virginia
176588012	BELINDA WEST	10/21/2011	758	299	1318752	Marshall	West Virginia
176588013	EDNA MAE HOMROCK BRAFCHAK	11/3/2011	758	303	1318754	Marshall	West Virginia
176588014	JULIA A. KIGER	11/3/2011	758	307	1318755	Marshall	West Virginia
176588015	BRUCE J. KIGER	11/3/2011	758	311	1318756	Marshall	West Virginia
176588016	CHRISTINE M. ELLIS F.K.A CHRISTINE M. TRIGG	11/3/2011	758	315	1318757	Marshall	West Virginia
176588017	BETTY LOU RIGGLE	11/3/2011	758	319	1318758	Marshall	West Virginia
176588018	IDA LOU TAYLOR	11/3/2011	759	507	1319551	Marshall	West Virginia
176588020	EUNICE A. RIGGLE	11/3/2011	760	24	1319787	Marshall	West Virginia
176588022	SARAH JANE STAHL	12/9/2011	763	16	1321918	Marshall	West Virginia
176588023	WILLIAM L RIGGLE	12/9/2011	763	20	1321919	Marshall	West Virginia
176588024	RICHARD P RIGGLE	12/9/2011	767	223	1324609	Marshall	West Virginia
176588025	WAYNE A RIGGLE	1/18/2012	771	183	1326895	Marshall	West Virginia
176588026	CAROLYN PORTER	12/13/2011	766	153	1323728	Marshall	West Virginia
176588027	ROLAND I RIGGLE JR	9/18/2012	787	643	1338080	Marshall	West Virginia
176588028	LINDA D WILLIAMS	11/3/2011	764	220	13225500	Marshall	West Virginia
176588029	MICHAEL D DONATO	12/12/2011	764	253	1322608	Marshall	West Virginia

B-1-15


Lease Number	Original Lessor/Grantor	Agreement Date	Book	Page	Instrument #	County	State
176588030	LORETTA K COULTER	12/13/2011	766	149	1323726	Marshall	West Virginia
176588031	HESTLE B RIGGLE JR	11/3/2011	764	216	1322549	Marshall	West Virginia
176588032	TERRI G HELT	12/13/2011	766	157	1323730	Marshall	West Virginia
176588033	THOMAS E RIGGLE	1/10/2012	764	257	1322610	Marshall	West Virginia
176588034	FRANCIS A RIGGLE JR	1/10/2012	764	261	1322611	Marshall	West Virginia
176588035	ROBERTA M DILLOW	1/10/2012	763	398	1322307	Marshall	West Virginia
176588036	CRYSTAL J FITZEK	1/10/2012	763	399	1322308	Marshall	West Virginia
176588037	RONNY S BARTRAM	1/10/2012	763	403	1322309	Marshall	West Virginia
176588038	JAISON M CARMAN	1/10/2012	763	407	1322310	Marshall	West Virginia
176588039	JEREMY M CARMAN	1/10/2012	763	411	1322311	Marshall	West Virginia
176588040	FREDERICK M CARMAN	1/10/2012	763	445	1322322	Marshall	West Virginia
176588041	CHRISTOPHER J PRICE	1/10/2012	764	224	1322551	Marshall	West Virginia
176588042	ROLANDA B PLUM	1/10/2012	764	228	1322552	Marshall	West Virginia
176588043	ROY J RIGGLE	1/10/2012	764	232	1322553	Marshall	West Virginia
176588044	DENNIS C HENDERSON	12/9/2011	765	67	1322983	Marshall	West Virginia
176588045	AMY L MINCH	12/9/2011	765	63	1322982	Marshall	West Virginia
176588046	RUTH E SCHACHT	1/10/2012	768	585	1325662	Marshall	West Virginia
176588047	VALERIE M HARLACHER	1/18/2012	780	50	1332633	Marshall	West Virginia
176627001	CINDY P WOOD AKA CINDY KIGER WOOD	10/18/2011	757	157	1317608	Marshall	West Virginia
183309000	NISOURCE ENERGY VENTURES, LLC (NEVCO), COLUMBIA GA	7/27/2009	782	1	1333957	Marshall	West Virginia
225647000	RIGGLE, HESTLE B JR & LORETTA J	11/15/2004	642	279		Marshall	West Virginia
238542001	LINDA MARCHAL	2/28/2012	792	392	1341420	Marshall	West Virginia
238947000	KENNETH J PORTER ET UX	6/15/2012	776	31	1330317	Marshall	West Virginia
238948000	MARK D ULLOM II	6/27/2012	776	35	1330319	Marshall	West Virginia
239738001	SANDRA C KOONTZ	9/4/2012	778	280	1331874	Marshall	West Virginia
240192001	RICHARD WAYNE ANDERSON ET AL	7/15/2012	783	458	1335345	Marshall	West Virginia
240662001	DONNA CALABRESE	12/7/2011	763	245	1322200	Marshall	West Virginia

B-1-16


Lease Number	Original Lessor/Grantor	Agreement Date	Book	Page	Instrument #	County	State
240662002	JEAN HARTZELL	12/7/2011	767	227	1324610	Marshall	West Virginia
240662003	LARRY HARTLEY	12/15/2011	764	274	1322616	Marshall	West Virginia
240662004	BETTY TRAVIS	12/7/2011	764	240	1322555	Marshall	West Virginia
240662005	RANDY HARTZELL	12/7/2011	767	364	1324786	Marshall	West Virginia
240662006	CYNTHIA J HARTZELL	7/13/2012	797	113	1344525	Marshall	West Virginia
240736000	JAMES B WELCH	1/26/1960	342	11		Marshall	West Virginia
240738000	GEORGE N JUNKINS ET UX	3/29/1960	342	133		Marshall	West Virginia
240739000	MAUDE DAGUE ET AL	2/8/1960	342	197		Marshall	West Virginia
240742000	BENTON HAZLETT ET UX	2/5/1960	342	19		Marshall	West Virginia
240743000	EARL J WILSON	12/23/1958	326	159		Marshall	West Virginia
240745000	MATTIE E DAGUE DICKEL	8/3/1959	326	428		Marshall	West Virginia
240748000	ELLSWORTH JUNKINS ET UX	2/5/1960	342	15		Marshall	West Virginia
240749000	EARL J WILSON	12/23/1958	326	163		Marshall	West Virginia
240752000	CARL W DOMAN ET UX	5/3/1968	395	570		Marshall	West Virginia
240754000	ELIZABETH WELCH	1/26/1960	342	35		Marshall	West Virginia
240755000	LUKE L MERINAR ET AL	4/4/1960	342	180		Marshall	West Virginia
240756000	RICHARD D MCCAUSLAND ET UX	1/22/1963	360	353		Marshall	West Virginia
240757000	C M MAGERS ET UX	2/5/1963	361	167		Marshall	West Virginia
240758000	SARA E BLAKE	3/12/1973	434	153		Marshall	West Virginia
240759000	ERVIN RITCHEA ET UX	9/1/1965	375	429		Marshall	West Virginia
240761000	BESSIE L INGERSOLL ET AL	5/22/1963	363	87		Marshall	West Virginia
241532001	VIRGINIA M PARSONS	8/1/2012	784	552	1336079	Marshall	West Virginia
241532002	GARY WAYNE TIMMONS ET UX	9/24/2012	787	108	1337438	Marshall	West Virginia
241532003	MARY U PHILLIPS	9/19/2012	787	111	1337439	Marshall	West Virginia
241532004	MERLE H JENKINS ET VIR	9/22/2012	787	114	1337440	Marshall	West Virginia
241532005	WILLIAM HOWARD ET UX	9/25/2012	787	117	1337442	Marshall	West Virginia
241532006	COLETTE M AUGUSTINE	9/22/2012	787	120	1337443	Marshall	West Virginia
241532007	MARK E HOWARD ET UX	10/3/2012	788	5	1338084	Marshall	West Virginia

B-1-17


Lease Number	Original Lessor/Grantor	Agreement Date	Book	Page	Instrument #	County	State
241532008	NANCY W MILLER ET VIR	9/22/2012	788	8	1338085	Marshall	West Virginia
241532009	NANCY C WATSON	8/23/2012	790	17	1340008	Marshall	West Virginia
241532010	MARY JANE GORDON	10/3/2012	790	20	1340010	Marshall	West Virginia
241532011	JAMES H BLAKE JR	9/25/2012	788	624	1339045	Marshall	West Virginia
241532012	JAMES WATSON ET UX	9/8/2012	788	627	1339046	Marshall	West Virginia
241532013	LANCE TEURFS ET UX	9/22/2012	788	630	1339047	Marshall	West Virginia
241532014	QUENTIN CRON	9/22/2012	788	633	1339048	Marshall	West Virginia
241532015	DEBRA L FREDLEY	9/8/2012	788	636	1339049	Marshall	West Virginia
241532016	RICHARD PRINCE ET UX	1/18/2013	794	62	1342336	Marshall	West Virginia
241532017	DEBRA A GRAHAM	10/8/2012	789	549	1339870	Marshall	West Virginia
241532018	BARBARA PATTERSON ET VIR	11/15/2012	790	23	1340011	Marshall	West Virginia
241532019	G RICHARD ABBOTT	10/16/2012	790	615	1340519	Marshall	West Virginia
241532020	CATHERINE K TAYLOR ET VIR	12/8/2012	794	301	1342753	Marshall	West Virginia
241532021	BLAKE C HOWARD ET UX	12/21/2012	794	305	1342754	Marshall	West Virginia
241693001	JOHN F HUDSON ET UX	2/3/2012	767	231	1324611	Marshall	West Virginia
242391000	WHEELING CREEK WATERSHED PROTECTION AND FLOOD PREV	3/11/2010	701	215	1286527	Marshall	West Virginia
244065000	JENNIFER FILBY ET VIR	11/26/2012	789	561	1339875	Marshall	West Virginia
244073000	W FRANK WINEMAN ET AL	8/19/1971	417	498		Marshall	West Virginia
244074000	CARL E NAMACK ET UX	1/6/1965	375	11		Marshall	West Virginia
244324000	CARL W GROPPE JR TRUST	2/15/2012	763	459		Marshall	West Virginia
244678000	ROBERT BRENT KOONTZ ET AL	4/19/2010	702	419	1287734	Marshall	West Virginia
246617000	GEORGE N JUNKINS ET UX	4/4/1960	342	169		Marshall	West Virginia
247229000	FAZAL A KHAN	12/23/2010	727	588	1302163	Marshall	West Virginia
247991000	WILLIAM W SHOOK ET AL	1/11/1960	326	552		Marshall	West Virginia
249411000	ARMSTRONG J BLAKE ET AL	3/14/1960	401	117		Marshall	West Virginia
249422000	JAMES DAGUE ET AL	6/16/2010	703	150	1288020	Marshall	West Virginia
249719000	WILLIAM J RIGGLE ET UX	2/9/1960	342	39		Marshall	West Virginia

B-1-18


Lease Number	Original Lessor/Grantor	Agreement Date	Book	Page	Instrument #	County	State
249721000	CARL W DOMAN ET AL	5/3/1968	395	590		Marshall	West Virginia
249722000	RAY RIGGLE ET UX	1/15/1960	326	560		Marshall	West Virginia
249724000	HARRY C DAGUE	11/21/1960	342	364		Marshall	West Virginia
249725000	LLOYD BUSH ET UX	5/9/1968	395	562		Marshall	West Virginia
249946000	CECIL HARTLEY ET UX	2/24/1960	342	59		Marshall	West Virginia
249947000	F E EARLIWINE ET UX	2/17/1961	342	399		Marshall	West Virginia
249948000	A E BLAKE ET AL	8/6/1959	326	380		Marshall	West Virginia
249949000	INA WHITE ET VIR	10/23/1963	363	227		Marshall	West Virginia
249950000	CLYDE S RIGGLE ET UX	2/14/1967	381	399		Marshall	West Virginia
249951000	CLYDE S RIGGLE ET UX	5/26/1969	401	375		Marshall	West Virginia
249952000	LLOYD BUSH ET UX	5/9/1968	395	582		Marshall	West Virginia
249974000	LEMOYNE A EARLIWINE ET AL	8/4/1999	583	674	1999004184	Marshall	West Virginia
250039000	HAZEL SAMMONS	12/7/1959	326	511		Marshall	West Virginia
250060000	WILLIAM R MCGARY ET UX	11/5/1964	371	515		Marshall	West Virginia
250067000	WILLIAM J RIGGLE ET UX	10/23/1963	363	355		Marshall	West Virginia
250103000	LAWRENCE A GITTINGS ET UX	1/12/1960	326	556		Marshall	West Virginia
250105000	ELMER HARTLEY ET UX	2/24/1960	342	63		Marshall	West Virginia
250113000	GEORGE W DUNN ET UX	5/7/1968	395	574		Marshall	West Virginia
250115000	THOMAS J ELDER ET UX	3/19/1986	515	473		Marshall	West Virginia
250116000	ELLSWORTH H HARSH ET AL	3/7/1973	434	158		Marshall	West Virginia
251451000	D O HARTLEY ET UX	10/6/1969	401	399		Marshall	West Virginia
251467000	J L CROW ET UX	7/10/2000	74	386		Marshall	West Virginia
251490000	FLORA B RAYMER ET AL	3/16/1967	381	395		Marshall	West Virginia
251512000	LILLIE TODD ET AL	2/5/1960	342	83		Marshall	West Virginia
251911000	JOHN GITTINGS ET UX	8/3/2003	103	443		Marshall	West Virginia
251924000	J T SCOTT ET AL	2/1/2005	117	361		Marshall	West Virginia
251938000	AMERICAN PREMIER UNDERWRITERS INC	11/22/2011	757	137	1317602	Marshall	West Virginia
251957000	FAIRY HARSH CLUTTER ET VIR	2/20/1940	215	42		Marshall	West Virginia

B-1-19


Lease Number	Original Lessor/Grantor	Agreement Date	Book		Page	Instrument #	County	State
251964000	FLORA B RAYMER ET AL	3/16/1967	381		391		Marshall	West Virginia
251968000	FLORA B RAYMER ET AL	3/16/1967	381		469		Marshall	West Virginia
252202000	NELLIE HICKS ET AL	8/5/1959	326		331		Marshall	West Virginia
252204000	NELLIE HICKS ET AL	8/5/1959	326		335		Marshall	West Virginia
252205000	CHARLES R MILLIKEN ET UX	10/15/1968	401		79		Marshall	West Virginia
252206000	JANE HOWARD ET AL	6/8/1971	427		728		Marshall	West Virginia
253141000	COLUMBIA GAS TRANSMISSION LLC	7/24/2009	683		557	1272463	Marshall	West Virginia
254564000	ARTHUR D FISHER ET AL	8/5/1963	363		143		Marshall	West Virginia
254565000	GEORGE M MILLIKEN ET UX	8/7/1963	363		147		Marshall	West Virginia
254566000	MAXINE GITTINGS ET AL	11/16/1966	381		337		Marshall	West Virginia
254567000	MAXINE GITTINGS	11/16/1966	381		341		Marshall	West Virginia
254570000	THOMAS FONNER ET UX	7/27/1959	326		368		Marshall	West Virginia
254571000	THOMAS FONNER ET UX	7/27/1959	326		376		Marshall	West Virginia
254572000	LESSIE V KIMMINS	7/30/1959	326	��	313		Marshall	West Virginia
254573000	THOMAS L RIGGLE ET UX	7/28/1959	326		384		Marshall	West Virginia
254575000	MINNIE HARSH ET AL	7/27/1959	326		372		Marshall	West Virginia
254576000	OLLIE EVANS	7/29/1959	326		321		Marshall	West Virginia
254577000	EDWARD L HURLEY ET UX	8/4/1959	326		392		Marshall	West Virginia
254583000	JOSEPH D DONATO ET UX	3/14/1960	342		88		Marshall	West Virginia
254586000	ARMSTRONG J BLAKE ET AL	3/14/1960	342		119		Marshall	West Virginia
254591000	MAXINE GITTINGS ET AL	1/9/1969	401		117		Marshall	West Virginia
254669000	FRANCIS M BEITH ET AL	8/26/1959	326		432		Marshall	West Virginia
255936000	CHARLES R MILLIKEN ET UX	5/20/1970	401		463		Marshall	West Virginia
256229000	DAVID RUTHERFORD ET UX	10/13/2008	676		305		Marshall	West Virginia
121827000	DANIEL WILLIAM CARPENTER ET AL	2/2/2011	93		135	2011003434	Upshur	West Virginia
121828000	DANIEL WILLIAM CARPENTER ET AL	2/2/2011	93		137	2011003432	Upshur	West Virginia
121829000	DANIEL WILLIAM CARPENTER ET AL	2/2/2011	93		139	2011003434	Upshur	West Virginia
121924000	MILTON L CARPENTER ET UX	2/19/2011	94		456		Upshur	West Virginia

B-1-20


Lease Number	Original Lessor/Grantor	Agreement Date	Book	Page	Instrument #	County	State
122108000	RALPH H HARPER ET UX	8/12/1980	63	471		Upshur	West Virginia
131947000	WESLEY H ODELL ET UX	12/14/1951	28	93		Upshur	West Virginia
132100000	B. B. RADABAUGH ET UX	8/19/1954	31	268		Upshur	West Virginia
132104000	M B RADABAUGH ET UX	9/1/1954	31	307		Upshur	West Virginia
132117000	JOE BOZIC ET UX	12/24/1954	31	429		Upshur	West Virginia
132163000	VIRGINIA M WHITE ET AL	6/27/1956	33	443		Upshur	West Virginia
132164000	VIRGINIA WHITE ET AL	6/27/1956	33	446		Upshur	West Virginia
132188000	PECKS RUN COAL	4/10/1957	34	225		Upshur	West Virginia
132241000	PECKS RUN COAL COMPANY	12/11/1957	34	515		Upshur	West Virginia
132256000	PECKS RUN COAL COMPANY	2/21/1958	35	60		Upshur	West Virginia
132897000	R S WARD ET AL	11/6/1952	31	79		Upshur	West Virginia
248159000	KEITH V SINCLAIR ET UX	5/14/2013	99	239	2013022834	Upshur	West Virginia
248160000	WALTER S SINCLAIR JR ET UX	5/13/2013	98	458	2013014701	Upshur	West Virginia
248170000	JESSE H CARPENTER ET UX	6/29/1971	53	530		Upshur	West Virginia
249623000	RONALD R AUSTIN ET UX	6/17/2013	98	203	2013011134	Upshur	West Virginia
251513000	ELLEN SMITH	7/17/2013	98	346	2013013718	Upshur	West Virginia
253906000	MATTHEW J BRIGHT ET UX	9/26/2013	98	490	2013017180	Upshur	West Virginia
256564000	CSX TRANSPORTATION INC	2/24/2014	99	619	2014003604	Upshur	West Virginia

B-1-21

EXHIBIT B-2

DEDICATION AREA

The “Dedication Area” consists of the following municipalities and districts outlined in the attached map:


State	County	Municipality

PA	Allegheny	Aleppo Township, Aspinwall Borough, Avalon Borough, Baldwin Borough, Baldwin Borough, Baldwin Township, Bell Acres Borough, Bellevue Borough, Ben Avon Borough, Ben Avon Heights Borough, Bethel Park Borough, Blawnox Borough, Brackenridge Borough, Braddock Borough, Braddock Hills Borough, Brentwood Borough, Bridgeville Borough, Carnegie Borough, Castle Shannon Borough, Chalfant Borough, Cheswick Borough, Churchill Borough, Clairton City, Collier Township, Coraopolis Borough, Crafton Borough, Crescent Township, Dormont Borough, Dravosburg Borough, Duquesne City, East Deer Township, East McKeesport Borough, East Pittsburgh Borough, Edgewood Borough, Edgeworth Borough, Elizabeth Borough, Elizabeth Township, Emsworth Borough, Etna Borough, Findlay Township, Forest Hills Borough, Forward Township, Fox Chapel Borough, Franklin Park Borough, Frazer Township, Glassport Borough, Glenfield Borough, Green Tree Borough, Hampton Township, Harmar Township, Harrison Township, Haysville Borough, Heidelberg Borough, Homestead Borough, Indiana Township, Ingram Borough, Jefferson Hills Borough, Kennedy Township, Kilbuck Township, Leet Township, Leetsdale Borough, Liberty Borough, Lincoln Borough, McCandless Township, McDonald Borough, McKees Rocks Borough, McKeesport City, Millvale Borough, Moon Township, Mount Lebanon Township, Mount Oliver Borough, Munhall Borough, Municipality of Monroeville Borough, Neville Township, North Braddock Borough, North Fayette Township, North Versailles Township, Oakdale Borough, Oakmont Borough, O’Hara Township, O’Hara Township, O’Hara Township, O’Hara Township, Ohio Township, Osborne Borough, Penn Hills Township, Pennsbury Village Borough, Pitcairn Borough, Pittsburgh City, Pleasant Hills Borough, Plum Borough, Port Vue Borough, Rankin Borough, Reserve Township, Robinson Township, Ross Township, Rosslyn Farms Borough, Scott Township, Sewickley Borough, Sewickley Heights Borough, Sewickley Hills Borough, Shaler Township, Sharpsburg Borough, South Fayette Township, South Park Township, South Versailles Township, Springdale Borough, Springdale Township, Stowe Township, Swissvale Borough, Swissvale Borough, Tarentum Borough, Thornburg Borough, Trafford Borough, Turtle Creek Borough, Upper St. Clair Township, Verona Borough, Versailles Borough, Wall Borough, West Deer Township, West Elizabeth Borough, West Homestead Borough, West Mifflin Borough, West View Borough, Whitaker Borough, White Oak Borough, White Oak Borough, Whitehall Borough, Wilkins Township, Wilkinsburg Borough, Wilmerding Borough

PA	Armstrong	Apollo Borough, Burrell Township, Elderton Borough, Freeport Borough, Gilpin Township, Kiskiminetas Township, Kittanning Township, Leechburg Borough, North Apollo Borough, Parks Township, Plumcreek Township, South Bend Township

PA	Beaver	Aliquippa City, Ambridge Borough, Frankfort Springs Borough, Greene Township, Hanover Township, Harmony Township, Hookstown Borough, Hopewell Township, Independence Township, Raccoon Township, Shippingport Borough, South Heights Borough

PA	Fayette	Belle Vernon Borough, Brownsville Township, Brownsville Borough, Fayette City Borough, Jefferson Township, Luzerne Township, Newell Borough, Perry Township, Perryopolis Borough, Washington Township

PA	Greene	Aleppo Township, Center Township, Clarksville Borough, Franklin Township, Freeport Township, Gilmore Township, Gray Township, Jackson Township, Jefferson Borough, Jefferson Township, Morgan Township, Morris Township, Perry Township, Rices Landing Borough, Richhill Township, Springhill Township, Washington Township, Wayne Township, Waynesburg Borough, Whiteley Township

PA	Indiana	Armstrong Township, Black Lick Township, Blairsville Borough, Brush Valley Township, Burrell Township, Center Township, Conemaugh Township, Homer City Borough, Indiana Borough, Saltsburg Borough, Shelocta Borough, White Township, Young Township

PA	Washington	All

B-2-1



PA	Westmoreland	Adamsburg Borough, Allegheny Township, Arnold City, Arona Borough, Avonmore Borough, Bell Township, Delmont Borough, Derry Township, Derry Borough, East Huntingdon Township, East Vandergrift Borough, Export Borough, Greensburg City, Hempfield Township, Hempfield Township, Hunker Borough, Hyde Park Borough, Irwin Borough, Jeannette City, Latrobe City, Lower Burrell City, Loyalhanna Township, Madison Borough, Manor Borough, Monessen City, Mount Pleasant Borough, Municipality of Murrysville Borough, New Alexandria Borough, New Kensington City, New Stanton Borough, North Belle Vernon Borough, North Huntingdon Township, North Irwin Borough, Oklahoma Borough, Penn Borough, Penn Township, Rostraver Township, Salem Township, Sewickley Township, Smithton Borough, South Greensburg Borough, South Huntingdon Township, Southwest Greensburg Borough, Sutersville Borough, Trafford Borough, Unity Township, Upper Burrell Township, Vandergrift Borough, Washington Township, West Leechburg Borough, West Newton Borough, Youngstown Borough, Youngwood Borough


State	County	District

WV	Brooke	All districts

WV	Doddridge	All districts

WV	Hancock	All districts

WV	Harrison	All districts

WV	Lewis	All districts

WV	Marion	All districts

WV	Marshall	All districts

WV	Ohio	All districts

WV	Taylor	All districts

WV	Tyler	All districts

WV	Upshur	All districts

WV	Wetzel	All districts

WV	Barbour	Cove District, Elk District, Glade District, Philippi District, Pleasant District, Union District

WV	Gilmer	DeKalb District, Glenville District, Troy District

WV	Monongalia	Battelle District, Clay District, Clinton District, Grant District

WV	Pleasants	Lafayette District, Union District

WV	Ritchie	Clay District, Murphy District, Union District

WV	Brooke	All districts

WV	Doddridge	All districts

WV	Hancock	All districts

WV	Harrison	All districts

B-2-2

LOGO

B-2-1

EXHIBIT B-3

MAJORSVILLE AREA

The “Majorsville Area” consists of the following municipalities and districts:


State	County	Municipality

PA	Greene	Richhill

PA	Washington	West Finley

WV	Marshall	Sand Hill and Webster

B-3-1

EXHIBIT B-4

MOUNDSVILLE AREA

The “Moundsville Area” consists of the following municipalities and districts:


State	County	Municipality

WV	Marshall	Clay, Franklin and Meade

B-4-1

EXHIBIT B-5

PIA AREA

The “PIA Area” consists of the following municipalities and districts:


State	County	Municipality

PA	Allegheny	Findlay and Moon

B-5-1

EXHIBIT B-6

MARCELLUS FORMATION LOG

LOGO

B-6-1

LOGO

B-6-2

LOGO

B-6-3

EXHIBIT C

PARTIES’ ADDRESSES FOR NOTICE PURPOSES


Shipper:

NOTICES & CORRESPONDENCE		PAYMENTS BY ELECTRONIC FUNDS TRANSFER

CNX Gas Company LLC CNX Center 1000 CONSOL Energy Drive Canonsburg, PA 15317		ABA/Routing Number: Account Number: Account Name: For Credit to:
Attention:	Jason Mumford
Telephone:	724-485-4116
Email: jasonmumford@consolenergy.com

		INVOICES

		1000 CONSOL Energy Drive Canonsburg, PA 15317
		Attention:	Patrick Weiner
		Telephone:	724-485-3211
		Email:	patrickweiner@consolenergy.com

Gatherer:

NOTICES & CORRESPONDENCE		PAYMENTS BY ELECTRONIC FUNDS TRANSFER

CONE Midstream Partners LP 1000 CONSOL Energy Drive Canonsburg, PA 15317		ABA/Routing Number: Account Number: Account Name:
Attention:	Joe Fink, COO	Bank:
Telephone:	724-485-3254
Email:	joefink@consolenergy.com

		INVOICES

		1000 CONSOL Energy Drive Canonsburg, PA 15317
		Attention:	Treasury Director

C-1

EXHIBIT D

MEMORANDUM OF GATHERING AGREEMENT

THIS MEMORANDUM OF GATHERING AGREEMENT (this “Memorandum”) is entered into by and between CNX Gas Company LLC, a Virginia limited liability company (“Shipper”) and CONE Midstream Partners LP, a Delaware limited partnership (“Gatherer”). Shipper and Gatherer are individually referred to in this Memorandum as a “Party” and collectively as “Parties.”

WHEREAS, the Parties hereto have executed that certain Gathering Agreement dated[ ], 2014 (the “Gathering Agreement”);

WHEREAS, Gatherer plans to construct and operate the Gathering System for gathering, dehydrating, treating, and re-delivering Gas and certain Liquid Condensate produced within the certain counties in Pennsylvania and West Virginia;

WHEREAS, Shipper desires to dedicate certain Gas and Liquid Condensate attributable to its right, title and interests in certain leases and/or wells located within a designated area to the Gathering System to be constructed by Gatherer;

WHEREAS, Shipper desires to deliver such Gas and Liquid Condensate to Gatherer for the purpose of gathering, blending, dehydrating, treating, stabilizing, storing, loading and re-delivering of such Gas and Liquid Condensate, and Gatherer desires to provide such services to Shipper on the terms and subject to the conditions in the Agreement;

WHEREAS, the Parties have executed this Memorandum for the purpose of imparting notice to all persons of Shipper’s dedication and commitment of its interests in oil and gas leases and/or oil and gas interests and Shipper’s production from or attributable to such interests to the Gathering Agreement.

NOW, THEREFORE, the Parties agree as follows:

1. The Gathering Agreement is incorporated in its entirety in this Memorandum by reference, and all capitalized terms used but not defined in this Memorandum and defined in the Gathering Agreement shall have the meaning ascribed to them in the Gathering Agreement.

2. The Parties have entered into the Gathering Agreement, to provide for, among other things, the commitment and dedication by Shipper its Dedicated Properties and the Gas and (to the extent provided from the PIA Area, the Majorsville Area or Moundsville Area) the Joint Dedicated Liquid Condensate therefrom or attributable thereto (subject to any conflicting dedications as of the date hereof). The Dedicated Properties are Shipper’s interests in the oil and/or gas leases, mineral interests and other similar interests jointly owned by Shipper and Noble (in undivided interests) in the Dedication Area as of the date hereof, including those certain oil and/or gas leases, mineral interests and other similar interests described onExhibit A, that are jointly owned by Shipper and Noble, to the extent and only to the extent that such oil and/or gas leases, mineral interests and other similar interests cover and relate to the Marcellus Formation. The Dedication Area is more particularly described inExhibit B. “Marcellus

D-1

Formation” means, (a) in central Pennsylvania, specifically from the top of the Burkett in the DeArmitt #1 (API 37-129-27246) and 7000’MD through to the top of the Onondaga at 7530’MD and illustrated in the log attached onExhibit C; (b) in southwest Pennsylvania, specifically from the top of the Burkett in the GH-10C-CV (API 37-059-25397) at 7600’MD through to the top of the Onondaga at 7900’MD and illustrated in the log attached onExhibit C; and (c) in West Virginia, specifically from the top of the Burkett in the DEPI #14815 (API 47-001-02850) at 7350’MD through to the top of the Onondaga at 7710’MD and illustrated in the log attached onExhibit C.

3. The dedication and commitment made by Shipper under the Gathering Agreement is a covenant running with the land subject to the terms of the Gathering Agreement. Any transfer by Shipper of any of Shipper’s interests in the Dedicated Properties shall comply withArticle 14 of the Gathering Agreement, which, among other matters, requires that, except in certain circumstances, the transfer be expressly made subject to the Gathering Agreement.

4. Should any person or firm desire additional information, said person or firm should contact:

CONE Midstream Partners LP

1000 CONSOL Energy Drive

Canonsburg, PA 15317

Attention: Chief Operating Officer


Telephone:		724-485-3254
Fax:		724-485-4817

and, subject to an appropriate confidentiality agreement, any person may receive a copy of the Gathering Agreement upon written request to such person at such address.

5. Upon termination of the Agreement, Shipper and Gatherer shall file of record a release and termination of the Agreement and this Memorandum.

6. This Memorandum shall be binding upon and shall inure to the benefit of the Parties hereto, and to their respective heirs, devises, legal representatives, successors and permitted assigns.

[Signature page follows]

D-2

IN WITNESS WHEREOF, this Memorandum shall be effective as of the Day of , 2014.


“SHIPPER”						“GATHERER”

CNX GAS COMPANY LLC						CONE MIDSTREAM PARTNERS LP

						By: CONE Midstream Partners GP LLC, its general partner

By:						By:

Name:						Name:

Title:						Title:

[ACKNOWLEDGEMENTS TO BE ADDED]

D-3

EXHIBIT E

INSURANCE

Each of Gatherer and Shipper shall purchase and maintain in full force and effect at all times during the Term of this Agreement, at such Party’s sole cost and expense and from reliable insurance companies, policies providing the types and limits of insurance indicated below, which insurance shall be regarded as a minimum and, to the extent of the obligations undertaken by such Party in this Agreement, shall be primary (with the exception of the Excess Liability Insurance and Workers’ Compensation) as to any other existing, valid, and collectable insurance. Each Party’s deductibles shall be borne by that Party and shall be in amounts standard for the industry.

Where applicable, Workers’ Compensation and Employers’ Liability Insurance, in accordance with the statutory requirements of the state in which the work is to be performed, and endorsed specifically to include the following:

Employers’ Liability, subject to a limit of liability of not less than $1,000,000 per accident, $1,000,000 for each employee/disease, and a 1,000,000 policy limit.

The Workers’ Compensation and Employers’ Liability Insurance policy(ies) shall contain an alternate employer endorsement.

Commercial General Liability Insurance, with limits of liability of not less than the following:

$1,000,000 general aggregate

$1,000,000 each occurrence, Bodily Injury and/or Property Damage Combined Single Limit

Such insurance shall include the following:

Premises and Operations coverage.

Contractual Liability covering the liabilities assumed under this Agreement.

Broad Form Property Damage Liability endorsement, unless policy is written on November 1988 or later ISO form.

Products and Completed Operations.

Time Element Limited Pollution coverage.

Automobile Liability Insurance, with limits of liability of not less than the following:

$1,000,000 Bodily Injury and/or Property Damage Combined Single Limit, for each occurrence.

E-1

Such coverage shall include hired and non-owned vehicles and owned vehicles where applicable.

Aircraft Liability Insurance. In any operation requiring the use or charter of aircraft and/or helicopters by Gatherer or Shipper, combined single limit insurance shall be carried or cause to be carried for public liability, passenger liability and property damage liability in an amount of not less than $1,000,000 each occurrence; this insurance shall cover all owned and non-owned aircraft, including helicopters, used by Gatherer in connection with the performance of the work set forth in this Agreement.

Excess Liability Insurance, with limits of liability not less than the following:

Limits of Liability – $25,000,000 Occurrence/Aggregate for Bodily Injury and Property Damage in excess of the coverage outlined in Paragraphs A, B, C and D.

The limits of coverage required in this Agreement may be met with any combination of policies as long as the minimum required limits are met.

Each Party to this Agreement shall have the right to acquire, at its own expense, such additional insurance coverage as it desires to further protect itself against any risk or liability with respect to this Agreement and operations and activities under this Agreement or related thereto. All insurance maintained by either Party, where applicable, shall contain a waiver by the insurance company of all rights of subrogation in favor of all of the other Parties.

Neither the minimum policy limits of insurance required of the Parties nor the actual amounts of insurance maintained by the Parties under their insurance program shall operate to modify the Parties’ liability or indemnity obligations in this Agreement.

A Party may self-insure the requirements in thisExhibit E if its parent is considered investment grade (S&P BBB- or equivalent or higher);provided that the Parties agree that each of the initial Parties to this Agreement shall be permitted to self-insure notwithstanding the foregoing required investment grade rating.

E-2

EXHIBIT F

RECEIPT POINTS

SWPA

CNX-2 Pad

GH-19 CV

MOR-14B SH

NV-13E CV

NV-20B CV

NV-30C CV

NV-38C HS

NV-42B HS

CNX-2

GH-2 Pad

MOR-14C SH

NV-15 Pad

NV-20C CV

NV-30D CV

NV-38D HS

NV-42C HS

CNX-2A

GH-2 CV

MOR-17 Pad

NV-15B CV

NV-20D CV

NV-30E CV

NV-38E HS

NV-42D HS

CNX-2B

GH-2A CV

MOR-17A SH

NV-15C CV

NV-20E-CV

NV-31 Pad

NV-38F HS

NV-42E HS

CNX-3 Pad

GH-2B CV

MOR-17B SH

NV-15D CV

NV-22 Pad

NV-31B CV

NV-38G HS

NV-48 Pad

CNX-3

GH-34 Pad

MOR-17C SH

NV-15E CV

NV-22 CV

NV-31C CV

NV-39 Pad

NV-48A CV

CNX-4 Pad

GH-34 CV

MOR-20 Pad

NV-15F CV

NV-22A CV

NV-31D CV

NV-39A HS

NV-48B CV

CNX-4

GH-35 Pad

MOR-20A HS

NV-15G CV

NV-25 Pad

NV-31E CV

NV-39B HS

NV-48D CV

GH-10 Pad

GH-35 CV

MOR-20B HS

NV-16 Pad

NV-25 CV

NV-32 Pad

NV-39C HS

NV-48E CV

GH 10 A CV

GH-35B CV

MOR-20F HS

NV-16 CV

NV-25A CV

NV-32A CV

NV-39D HS

NV-55 Pad

GH 10 B CV

GH-6 Pad

MOR-20G HS

NV-16A CV

NV-25B CV

NV-32B CV

NV-39E HS

NV-55A HS

GH 10 CV

GH-6 CV

MOR-9 Pad

NV-16B CV

NV-26 Pad

NV-32C CV

NV-39F HS

NV-55B HS

GH-10C CV

GH-8 Pad

MOR-9 A HS

NV-17 Pad

NV-26 A CV

NV-36 Pad

NV-41 Pad

NV-55C HS

GH-11 Pad

GH-8 CV

MOR-9 B HS

NV-17B CV

NV-26 C CV

NV-36A HS

NV-41A HS

NV-55D HS

GH 11A CV

MOR-10 Pad

MOR-9 C SH

NV-17D CV

NV-26 CV

NV-36B HS

NV-41B HS

NV-55E HS

GH-11 C CV

MOR-10A SH

MOR-9 D SH

NV-17E CV

NV-29 Pad

NV-36C HS

NV-41C HS

NV-55F HS

GH-11 CV

MOR-10B SH

MOR-9 E SH

NV-17F CV

NV-29A CV

NV-36D HS

NV-41D HS

NV-55M HS

GH-11B CV

MOR-10C SH

NV-19 Pad

NV-17G CV

NV-29B CV

NV-36E HS

NV-41E HS

NV-56 Pad

GH-14 Pad

MOR-10D SH

NV 19C CV

NV-17H CV

NV-29C CV

NV-36G HS

NV-41F HS

NV-56A HS

GH-14 CV

MOR-10E SH

NV-19B CV

NV-17J CV

NV-29D CV

NV-36H HS

NV-41G HS

NV-56B HS

GH-15 Pad

MOR-10F SH

NV-19D CV

NV-20 Pad

NV-29E CV

NV-38 Pad

NV-41H HS

NV-56C HS

GH-15 CV

MOR-14 Pad

NV-13 Pad

NV-20 CV

NV-30 Pad

NV-38A HS

NV-42 Pad

NV-56D HS

GH-19 Pad

MOR-14A SH

NV-13D CV

NV-20A CV

NV-30B CV

NV-38B HS

NV-42A HS

NV-56E HS

NV-56F HS

CPA

DeArmitt 1 Pad

DeArmitt 1H

Hutchinson #4F

Aikens #5C

Gaut #4B

Kuhns #3B

Mamont South #1D

DeArmitt #1A

DeArmitt 1I

Hutchinson #4G

Aikens #5D

Gaut #4C

Kuhns #3C

Mamont South #1E

DeArmitt #1B

Hutchinson 4 Pad

Hutchinson #4H

Aikens #5E

Gaut #4D

Kuhns #3D

Shaw 1 Pad

DeArmitt #1C

Hutchinson #4A

Hutchinson #4I

Aikens #5F

Gaut #4E

Kuhns #3E

Shaw #1A

DeArmitt 1D

Hutchinson #4B

Hutchinson #4J

Aikens #5G

Gaut #4F

Mamont South 1 Pad

Shaw #1B

DeArmitt 1E

Hutchinson #4C

Aikens 5 Pad

Aikens #5H

Gaut #4G

Mamont South #1A

Shaw #1C

DeArmitt 1F

Hutchinson #4D

Aikens #5A

Gaut 4 Pad

Kuhns 3 Pad

Mamont South #1B

DeArmitt 1G

Hutchinson #4E

Aikens #5B

Gaut #4A

Kuhns #3A

Mamont South #1C

Philippi 1 Pad

Alton 1C

Alton 2C

PHILIPPI 4A

Audra 7 Pad

Philippi 13C HS

Alton-8C HS

Philippi 1A

Alton 1D

Alton 2D

PHILIPPI 4B

Audra 7B HS

Philippi 13D HS

Alton-8D HS

Philippi 1C

Alton 2 Pad

Alton 2E

PHILIPPI 4C

Philippi 13 Pad

Philippi 13E HS

Alton-8E HS

Alton 1 Pad

Alton 2A

Alton 2F

Audra 3 Pad

Philippi 13A HS

Philippi 13F HS

Century 3 Pad

Alton 1B

Alton 2B

Philippi 4 Pad

Audra 3D HS

Philippi 13B HS

Alton 8 Pad

Century 3A HS

NBL Area

SHL-1 Pad

SHL-6 Pad

WEB-4H HS

SHL-8M HS

SHL-17E HS

WFN-6F HS

OXF-1B HS

SHL-1B HS

SHL-6D HS

WEB-4J HS

SHL-8N HS

SHL-17F HS

WFN-6G HS

OXF-1C HS

SHL-1C HS

SHL-6E HS

WEB-4K HS

WFN-1 Pad

SHL-17G HS

WFN-6H HS

OXF-1D HS

SHL-1D HS

SHL-6F HS

WEB-4L HS

WFN-1B HS

SHL-17J HS

SHL-26 Pad

OXF-1E HS

SHL-1E HS

SHL-6G HS

WEB-4M HS

WFN-1C HS

WFN-3 Pad

SHL-26B HS

OXF-1F HS

SHL-1F HS

SHL-6H HS

SHL-8 Pad

WFN-1D HS

WFN-3B HS

SHL-26C HS

Shirley 1 Pad

SHL-3 Pad

SHL-6J HS

SHL-8C HS

WFN-1E HS

WFN-3E HS

SHL-26D HS

SHR 1A HS

SHL-3A HS

SHL-6K HS

SHL-8D HS

WFN-1F HS

WFN-3G HS

SHL-26E HS

SHR 1B HS

SHL-3B HS

WEB-4 Pad

SHL-8E HS

WFN-1G HS

WFN-3H HS

SHL-26F HS

SHR 1C HS

SHL-3C HS

WEB-4B HS

SHL-8F HS

WFN-1J HS

WFN-6 Pad

Norm-1 Pad

SHR 1D HS

SHL-3D HS

WEB-4C HS

SHL-8G HS

SHL-17 Pad

WFN-6A HS

Norm 1C HS

SHR 1E HS

SHL-3E HS

WEB-4D HS

SHL-8H HS

SHL-17A HS

WFN-6B HS

Norm 1D HS

SHR 1F HS

SHL-3F HS

WEB-4E HS

SHL-8J HS

SHL-17B HS

WFN-6C HS

Norm 1E HS

SHL-3G HS

WEB-4F HS

SHL-8K HS

SHL-17C HS

WFN-6D HS

OXF-1 Pad

SHL-3H HS

WEB-4G HS

SHL-8L HS

SHL-17D HS

WFN-6E HS

OXF-1A HS

EXHIBIT G

CONFLICTING DEDICATIONS

None.

EXHIBIT H-1

ROFO PROPERTIES

Lease #

Original Lessor/Grantor

Date

Book

Page

Instrument #

County

State

126659000

C RAYMOND GLASSER ET AL

3/8/1973

651

395

Indiana

Pennsylvania

122121000

CSX TRANSPORTATION INC

12/1/2011

609

910

Jefferson

Pennsylvania

131557000

CLYDE E. MCKEE ET UX

12/18/1953

295

Jefferson

Pennsylvania

131567000

NED C BOWERS ET UX

1/20/1954

D296

247

Jefferson

Pennsylvania

131631000

ROBERT V MAINE ET UX

5/18/1955

D306

Jefferson

Pennsylvania

132278000

DAVID F NICHOLS

12/9/1964

D372

552

Jefferson

Pennsylvania

111303000

DOLLIE TALLHAMMER ET VIR

6/20/1945

153

434-E

Gilmer

West Virginia

121824000

H SCOTT SCHIMMEL ET UX

10/12/2010

499

Gilmer

West Virginia

122131001

CHARLES RICHARD BLACK

2/15/2012

505

370

Gilmer

West Virginia

122131002

SANDRA K HOYMAN

2/27/2012

505

375

Gilmer

West Virginia

122131003

MILLIE S BEALL

2/20/2012

505

365

Gilmer

West Virginia

122131004

JOHN D STUMP ET UX

3/15/2012

509

219

Gilmer

West Virginia

122131005

S&R GAS VENTURES LTD

3/15/2012

509

214

9431

Gilmer

West Virginia

122131007

BARBARA C SULLIVAN

5/1/2012

509

419

Gilmer

West Virginia

122131008

BARBARA C SULLIVAN

10/18/2012

509

311

10519

Gilmer

West Virginia

122131009

HUNTER MESSINEO ET VIR

5/6/2012

511

12712

Gilmer

West Virginia

130856000

L J PEARCY ET AL

10/13/2015

422

Gilmer

West Virginia

130863000

L J PEARCY ET AL

10/13/2015

497

Gilmer

West Virginia

130865000

E M BOGGS ET AL

10/20/2015

128

Gilmer

West Virginia

130887000

L B MEADOWS ET AL

6/2/2016

492

Gilmer

West Virginia

130890000

A B MEADOWS

7/3/2016

Gilmer

West Virginia

131006000

J E ARBUCKLE ET AL

10/24/2021

Gilmer

West Virginia

H-1-1

EXHIBIT H-2

ROFO AREA

The “ROFO Area” consists of the following municipalities and outlined in the attached map:


State	County	Municipality

PA	Allegheny	Bradfordwoods Borough, Fawn Township, Marshall Township, Pine Township, Richland Township

PA	Armstrong	Applewold Borough, Atwood Borough, Bethel Township, Boggs Township, Bradys Bend Township, Cadogan Township, Cowanshannock Township, Dayton Borough, East Franklin Township, Ford City Borough, Ford Cliff Borough, Hovey Township, Kittanning Borough, Madison Township, Mahoning Township, Manor Township, Manorville Borough, North Buffalo Township, Parker City, Perry Township, Pine Township, Rayburn Township, Redbank Township, Rural Valley Borough, South Bethlehem Borough, South Buffalo Township, Sugarcreek Township, Valley Township, Washington Township, Wayne Township, West Franklin Township, West Kittanning Borough, Worthington Borough

PA	Beaver	Baden Borough, Beaver Borough, Beaver Falls City, Big Beaver Borough, Bridgewater Borough, Brighton Township, Center Township, Chippewa Township, Conway Borough, Darlington Township, Darlington Borough, Daugherty Township, East Rochester Borough, Eastvale Borough, Economy Borough, Ellwood City Borough, Fallston Borough, Franklin Township, Freedom Borough, Georgetown Borough, Glasgow Borough, Homewood Borough, Industry Borough, Koppel Borough, Marion Township, Midland Borough, Monaca Borough, New Brighton Borough, New Galilee Borough, New Sewickley Township, North Sewickley Township, Ohioville Borough, Patterson Township, Patterson Heights Borough, Potter Township, Pulaski Township, Rochester Township, Rochester Borough, South Beaver Township, Vanport Township, West Mayfield Borough, White Township

PA	Butler	All

PA	Cambria	All

PA	Cameron	All

PA	Clarion	All

PA	Clearfield	All

PA	Clinton	All

PA	Elk	All

PA	Fayette	Bullskin Township, Connellsville Township, Connellsville City, Dawson Borough, Dunbar Township, Dunbar Borough, Everson Borough, Fairchance Borough, Franklin Township, Georges Township, German Township, Henry Clay Township, Lower Tyrone Township, Markleysburg Borough, Masontown Borough, Menallen Township, Nicholson Township, North Union Township, Ohiopyle Borough, Point Marion Borough, Redstone Township, Saltlick Township, Seven Springs Borough, Smithfield Borough, South Connellsville Borough, South Union Township, Springfield Township, Springhill Township, Stewart Township, Uniontown City, Upper Tyrone Township, Vanderbilt Borough, Wharton Township

PA	Forest	All

PA	Greene	Carmichaels Borough, Cumberland Township, Dunkard Township, Greene Township, Greensboro Borough, Monongahela Township

H-2-1


State	County	Municipality

PA	Indiana	Armagh Borough, Banks Township, Buffington Township, Canoe Township, Cherry Tree Borough, Cherryhill Township, Clymer Borough, Creekside Borough, East Mahoning Township, East Wheatfield Township, Ernest Borough, Glen Campbell Borough, Grant Township, Green Township, Marion Center Borough, Montgomery Township, North Mahoning Township, Pine Township, Plumville Borough, Rayne Township, Smicksburg Borough, South Mahoning Township, Washington Township, West Mahoning Township, West Wheatfield Township

PA	Jefferson	All

PA	Lawrence	All

PA	Mercer	All

PA	Somerset	All

PA	Venango	All

PA	Westmoreland	Bolivar Borough, Cook Township, Donegal Township, Donegal Borough, Fairfield Township, Laurel Mountain Borough, Ligonier Borough, Ligonier Township, Mount Pleasant Township, New Florence Borough, Scottdale Borough, Seward Borough, St. Clair Township

State	County	District

WV	Barbour	Barker District, Valley District

WV	Braxton	All districts

WV	Calhoun	All districts

WV	Clay	All districts

WV	Gilmer	Center District

WV	Grant	All districts

WV	Jackson	All districts

WV	Monongalia	Cass District, Morgan District, Union District

WV	Nicholas	All districts

WV	Pleasants	Grant District, Jefferson District, McKim District, Washington District

WV	Preston	All districts

WV	Randolph	All districts

WV	Ritchie	Grant District

WV	Roane	All districts

WV	Tucker	All districts

WV	Webster	All districts

WV	Wirt	All districts

WV	Wood	All districts

H-2-2

LOGO

H-2-3

EXHIBIT I-1

DOWNTIME FEE REDUCTION


Gathering System Downtime Percentage (per calendar quarter)	Percentage Reduction of Dry Gas and Wet Gas Fee
Greater than 4% and up to and including 5%		5	%
Greater than 5% and up to and including 6%		10	%
Greater than 6% and up to and including 7%		15	%
Greater than 7%		20	%

Individual System Downtime Percentage (per calendar quarter)	Percentage Reduction of Dry Gas and Wet Gas Fee with respect to such Individual System
Greater than 10% and up to and including 12%		5	%
Greater than 12% and up to and including 14%		10	%
Greater than 14% and up to and including 16%		15	%
Greater than 16%		20	%

Individual System Downtime Percentage (per two consecutive calendar quarters)	Percentage Reduction of Dry Gas and Wet Gas Fee with respect to such Individual System
Greater than 6% and up to and including 7%		5	%
Greater than 7% and up to and including 8%		10	%
Greater than 8% and up to and including 9%		15	%
Greater than 9%		20	%

I-1-1

EXHIBIT I-2

OPERATING PRESSURE FEE REDUCTION


Pressure Overage Percentage	Percentage Reduction of Dry Gas and Wet Gas Fee with respect to such Individual System
Less than 5%		None
Greater than 5% and up to and including 15%		5	%
Greater than 15% and up to and including 25%		10	%
Greater than 25% and up to and including 35%		15	%
Greater than 35% and up to and including 45%		20	%
Greater than 45%		25	%

I-2-1

EXHIBIT J

THIRD PARTIES

1. DORSO LP

J-1

EXHIBIT K-1

VERTICAL MARCELLUS WELLS


Well Name	Lease	Operator	API
30875	ALAWEST 30875	CNX GAS COMPANY LLC	4704702768
15437	STEPP, JAMES A #6A	CNX GAS COMPANY LLC	3705924518
15757	GLASSER, C R #4	CNX GAS COMPANY LLC	3706336255
CNX4	CNX4 SHALE	CNX GAS COMPANY LLC	3705924719
34624	BENNETT, HUNTER M	CNX GAS COMPANY LLC	4704105518
GH6CV SHALE	GH6CV SHALE	CNX GAS COMPANY LLC	3705924928
GH2CV SHALE	GH2CV SHALE	CNX GAS COMPANY LLC	3705924921
33172	ODELL 33172	CNX GAS COMPANY LLC	4709703664
33306	FREY 33306	CNX GAS COMPANY LLC	4700102985
GH14CV	GH14CV	CNX GAS COMPANY LLC	3705925052
GH19CV	GH19CV	CNX GAS COMPANY LLC	3705925034
15844	KEROTEST MFG CO #9	CNX GAS COMPANY LLC	3712927866
33914	MINER 33914	CNX GAS COMPANY LLC	4700103072
030873A	ALAWEST 30873A	CNX GAS COMPANY LLC	4704702801
R V MAINE 14 (WPA15982)	Robert V. Maine #14	CNX GAS COMPANY LLC	3706526891
15590	MAWC TR 21 DeARMITT #1	CNX GAS COMPANY LLC	3712927246

K-1-1

EXHIBIT K-2

LEGACY WELLS


Marshall County Wells
MC43	MC58	MC3	MH4
MC44	MC59	MC4	MH5
MC45	MC68	MC5	MH11
MC46	MC102	MC6	MH12
MC47	MC110	MC10	4NAC
MC50	MC111	MC12	Hieronimus #1
MC51	MC114	MC21	Torns Run
MC52	MC144	MC17	12N
MC53	MC122	MC19	Moundsville AC
MC56	MC1	MC28	1N-DGAS
4N	MC2	MH3	5A1
MC57


Fallowfield Wells
F23	FF72CV	F2D	F69
F25	FF78CV	F2J	Myers #1
F29MK	FF79CV	F2B	Myers #2
F29UF	FF80CV	S. RIDER #2	WLERR #1
F45MK	FF83CV	S. RIDER #1	F17
F45UF	FF84CV	F41	F18
F44	FF50CV	F42	F19
F43	FF52CV	ELLEN WINNETT #1	F24
M. Smith #1	Skokut #2	S RIDER #3	F26
Skakut #1	Skokut #5	S RIDER #4	F27
D. Denning #1	Dury #1	F60	F30
R. Smith #1	Mudrick #1	F62	F32
Hostovich #1	Van Voorist #1	F63	F33
Sacred Heart #1	Sacred Heart #3	F64	F37
Sacred Heart #2	J. Galdos #1	F65	F38
Cox #1	S. Zmiljowski #1	F115	F77MK/UF
Cox #2

K-2-1

CNX Midstream Partners (CNXM) S-1/AIPO registration (amended)