FIRST AMENDED AND RESTATED GATHERING AGREEMENT dated as of December 1, 2016 by and between NOBLE ENERGY, INC., as Shipper, and CONE MIDSTREAM OPERATING COMPANY LLC, CONE MIDSTREAM DEVCO I LP, CONE MIDSTREAM DEVCO II LP, and CONE MIDSTREAM DEVCO III...

Exhibit 10.3

FIRST AMENDED AND RESTATED GATHERING AGREEMENT

dated as of

December 1, 2016

by and between

NOBLE ENERGY, INC.,

as Shipper,

and

CONE MIDSTREAM OPERATING COMPANY LLC,

CONE MIDSTREAM DEVCO I LP,

CONE MIDSTREAM DEVCO II LP, and

CONE MIDSTREAM DEVCO III LP,

collectively,

as Gatherer

TABLE OF CONTENTS


		Page

ARTICLE 1 DEFINITIONS			2

Section 1.1	Definitions		2
Section 1.2	Other Terms		16
Section 1.3	References and Rules of Construction		16

ARTICLE 2 DEDICATION OF PRODUCTION			16

Section 2.1	Shipper’s Dedication		16
Section 2.2	Shipper’s Additional Priority Two Dedication		17
Section 2.3	Third Party’s Dedication		17
Section 2.4	Conflicting Dedications		18
Section 2.5	Shipper’s Reservations		18
Section 2.6	Releases from Dedication		19
Section 2.7	Covenant Running with the Land		20
Section 2.8	Memorandum		20

ARTICLE 3 GATHERING SYSTEM EXPANSION AND CONNECTION OF XXXXX			21

Section 3.1	Development Report; Gathering System Plan; Meetings and Review and Exchange of Planning Information		21
Section 3.2	Expansion of Gathering System and Connection of Well Pads		23
Section 3.3	Cooperation		24
Section 3.4	Compression		24
Section 3.5	Right of Way and Access Rights		25
Section 3.6	Blending Rights		25
Section 3.7	Liquid Condensate		26
Section 3.8	Gatherer Reports		26

ARTICLE 4 TENDER, NOMINATION AND GATHERING OF PRODUCTION			26

Section 4.1	Priority of Service		26
Section 4.2	Governmental Action		27
Section 4.3	Tender of Dedicated Production and Additional Production		28
Section 4.4	Gathering Services; Service Standard		28
Section 4.5	Nominations, Scheduling, Balancing and Curtailment		28
Section 4.6	Suspension/Shutdown of Service		28
Section 4.7	Gas Marketing and Transportation		29
Section 4.8	Condensate Marketing		29
Section 4.9	No Prior Flow of Gas in Interstate Commerce		30
Section 4.10	Right of First Offer		30

ARTICLE 5 FEES			30

Section 5.1	Fees		30
Section 5.2	Fee Adjustments		32


Section 5.3	Fee Reset	32
Section 5.4	Condensate	33
Section 5.5	Excess Gathering System L&U	33
Section 5.6	Excess Gathering System Fuel Usage	33

ARTICLE 6 QUALITY AND PRESSURE SPECIFICATIONS		34

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

ARTICLE 7 TERM		35

Section 7.1	Term	35
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		36

Section 9.1	Statements	36
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		37

Section 11.1	Force Majeure	37
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	39
Section 13.3	Gatherer Indemnification	39
Section 13.4	Actual Direct Damages	40
Section 13.5	Penalties	40
Section 13.6	Insurance	40


ARTICLE 14 ASSIGNMENT		40

Section 14.1	Assignment of Rights and Obligations under this Agreement	40
Section 14.2	Pre-Approved Assignment	41
Section 14.3	Change of Control	41

ARTICLE 15 MISCELLANEOUS		41

Section 15.1	Relationship of the Parties	41
Section 15.2	Notices	42
Section 15.3	Expenses	42
Section 15.4	Waivers; Rights Cumulative	42
Section 15.5	Entire Agreement; Conflicts	42
Section 15.6	Amendment	42
Section 15.7	Governing Law; Disputes	42
Section 15.8	Parties in Interest	43
Section 15.9	Preparation of Agreement	43
Section 15.10	Severability	43
Section 15.11	Counterparts	43
Section 15.12	Confidentiality	43
Section 15.13	Adequate Assurances	44
Section 15.14	Further Assurances	44
Section 15.15	Amendment and Restatement of Original Agreement	45
Section 15.16	Joint and Several Liability	45

ARTICLE 16 OPERATING TERMS AND CONDITIONS		45

Section 16.1	Terms and Conditions	45

iii


EXHIBITS

EXHIBIT A		OPERATING TERMS AND CONDITIONS
EXHIBIT B-1		PRIORITY ONE DEDICATED PROPERTIES
EXHIBIT B-2		PRIORITY TWO DEDICATED PROPERTIES AND FEES
EXHIBIT B-3(a)		DEDICATION AREA
EXHIBIT B-3(b)		DEVCO AREAS
EXHIBIT B-4		MAJORSVILLE AREA
EXHIBIT B-5		MOUNDSVILLE AREA
EXHIBIT B-6		MARCELLUS FORMATION LOG
EXHIBIT C		PARTIES’ ADDRESSES FOR NOTICE PURPOSES
EXHIBIT D		FORM OF 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
EXHIBIT I-2		OPERATING PRESSURE FEE REDUCTION
EXHIBIT J		VERTICAL XXXXXXXXX XXXXX
EXHIBIT K		NET ACREAGE CATEGORIES
EXHIBIT L		NINEVEH PADS

FIRST AMENDED AND RESTATED GATHERING AGREEMENT

This FIRST AMENDED AND RESTATED GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Agreement”) is made as of this 1^st Day of December, 2016 (the “Execution Date”), by and between Noble Energy, Inc., a Delaware corporation (“Shipper”), and Gatherer (defined below). Shipper and Gatherer are sometimes together referred to in this Agreement as the “Parties” and individually as a “Party.”

RECITALS:

A. Shipper and CONE Midstream Partners LP, a Delaware limited partnership (“CNNX”), entered into that certain Gathering Agreement dated as of September 30, 2014 (the “Original Effective Date”, and such agreement, as amended, the “Original Agreement”), thereafter assigned on the Original Effective Date from CNNX, (i) to CONE Midstream DevCo I LP, a Delaware limited partnership (“DevCo I LP”), with respect to the DevCo I Area (defined below), (ii) to CONE Midstream DevCo II LP, a Delaware limited partnership (“DevCo II LP”), with respect to the DevCo II Area (defined below) and (iii) CONE Midstream DevCo III LP, a Delaware limited partnership (“DevCo III LP”), with respect to the DevCo III Area (defined below) (DevCo I LP, DevCo II LP and DevCo III LP, the “DevCos”).

X. XXXX Midstream Operating Company LLC, a Delaware limited liability company (“OpCo”), owns an indirect interest in each DevCo.

C. As of the Execution Date, Gatherer owns and operates (either directly or through an Affiliate) 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.

D. 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.

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

F. 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.

G. The Parties now desire to amend and restate the Original Agreement in its entirety in accordance with the terms and 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 1.1 Definitions. As used in this Agreement, the following capitalized words and terms shall have the meaning ascribed to them below:

“Access, Operation and Cooperation Agreements” has the meaning given to it in Section 15.12.

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

“Adequate Assurances of Performance” has the meaning given to it in Section 15.13.

“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; provided, however, that for purposes of this Agreement, (a) Shipper and Gatherer shall be deemed not to be “Affiliated” and (b) any Affiliate of Shipper that is primarily engaged in operations other than the exploration and/or production of natural gas shall be deemed not to be an “Affiliate” of Shipper. The term “Affiliated” shall have the correlative meaning.

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

“Affiliate Gatherer Dedicated Properties” has the meaning given to it in Section 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 given to it in Section 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.

“Category A Net Acres” means Net Acres or Third Party Net Acres, as applicable, that are located in the municipalities identified under the heading “Category A” on Exhibit K.

“Category B Net Acres” means Net Acres or Third Party Net Acres, as applicable, that are located in the municipalities identified under the heading “Category B” on Exhibit K.

“Category C Net Acres” means Net Acres or Third Party Net Acres, as applicable, that are located in the municipalities identified under the heading “Category C” on Exhibit K.

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

“CNNX” has the meaning given to it in the recitals hereof.

“CNX Gas Gathering Agreement” means that certain First Amended and Restated Gathering Agreement by and between Gatherer and CNX Gas Company LLC, dated as of the Execution Date, as such agreement is in effect on the Execution Date without giving effect to any amendment thereof.

“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 in Section 5.1(c)(ii).

“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 to Section 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 or covering any of the ROFO Properties.

“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 or the ROFO Area, as applicable, and 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.

“Creditworthy Person” means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poor’s or Xxxxx’x (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer).

“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 Priority One Dedicated Production and the Priority Two Dedicated Production.

“Dedicated Properties” means the Priority One Dedicated Properties and the Priority Two Dedicated Properties.

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

“Dedication Area” means the area identified as “Shipper’s Dedication Area” and described on Exhibit B-3(a).

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

“Delayed Planned Xxxxx” means the Planned Xxxxx 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 Xxxxx, 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 to Section 3.6 and Section 4.8, Gatherer will re-deliver Gas and/or Liquid Condensate to Shipper for its own account.

“DevCo I Area” means the area identified as the DevCo I Area on Exhibit B-3(b).

“DevCo I LP” has the meaning given to it in the recitals hereof.

“DevCo II Area” means the area identified as the DevCo II Area on Exhibit B-3(b).

“DevCo II LP” has the meaning given to it in the recitals hereof.

“DevCo III Area” means the Dedication Area not identified as the DevCo I Area or the DevCo II Area.

“DevCo III LP” has the meaning given to it in the recitals hereof.

“DevCos” has the meaning given to it in the recitals hereof.

“Development Report” has the meaning given to it in Section 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 in Section 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 Fee, the Condensate Gathering Fees, the Priority Two Existing Gathering Fee and, if applicable, any Priority Two Fee.

“Fee Model” means the economic model agreed upon by the Parties and CNNX in 2014 in connection with the Original Agreement for the purpose of computing the fees payable by Shipper pursuant to the Original Agreement, as such Fee Model may be updated from time to time pursuant to Section 5.3 and as applied to this Agreement.

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

“Fuel Point” has the meaning given to it in Section 1.8 of Exhibit 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: (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 Gas that is delivered at the Delivery Points for Shipper’s account, in each case, in accordance with the terms of this Agreement and (b) with respect to Gas produced from the Dedication Area other than the Moundsville 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 Gas that is delivered 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” means, (a) with respect to the DevCo I Area, DevCo I LP, (b) with respect to the DevCo II Area, DevCo II LP, (c) with respect to the DevCo III Area, DevCo III LP and (d) with respect to the ROFO Area, OpCo.

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

“Gatherer Reports” has the meaning given to it in Section 3.8.

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

“Gathering System” means the 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 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 in Section 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.

“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 in Section 1.3 of Exhibit A.

“Individual System” means a midstream gathering system as designated in any Gathering System Plan.

“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 Bucket” has the meaning given to it in the definition of Total Initial Shipper Permitted Transfer Acres.

“Initial Bucket Termination Date” means the date on which the Initial Bucket is reduced to 0.00 Net Acres pursuant to divestitures by Initial Shipper pursuant to clause (b) of the definition of Total Initial Shipper Permitted Transfer Acres.

“Initial Priority Two Dedicated Properties” has the meaning given to it in the definition of Priority Two Dedicated Properties.

“Initial Shipper” means Noble Energy, Inc. or any of its Affiliates, and not any permitted assignee that is not Noble Energy, Inc. or any of its Affiliates as Shipper under this Agreement.

“Initial Term” has the meaning given to it in Section 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 in Section 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.

“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.

“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 in Exhibit B-4.

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

“Majorsville System” means the Individual System in the DevCo I Area that delivers Wet Gas to the Delivery Point at the MarkWest Majorsville Processing Plant as of the Execution Date.

“MAOP” means maximum allowable operating pressure.

“Marcellus Formation” means, (a) in central Pennsylvania, specifically from the top of the Xxxxxxx in the XxXxxxxx #1 (API 37-129-27246) and 7000’MD through to the top of the Onondaga at 7530’MD and illustrated in the log attached on Exhibit B-6; (b) in southwest Pennsylvania, specifically from the top of the Xxxxxxx 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 on Exhibit B-6; and (c) in West Virginia, specifically from the top of the Xxxxxxx 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 on Exhibit B-6.

“XxXxxx System” means the Individual System in the DevCo I Area that services Dry Gas as of the Execution Date other than the Mamont System, the Fallowfield System and the Xxxxxxxx System.

“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.

“Measurement Table” has the meaning given to it in Section 1.10 of Exhibit A.

“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 in Section 5.2(d).

“Moundsville Area” means the area described in Exhibit B-5.

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

“Moundsville Wet Gas Gathering Fee” has the meaning given to it in Section 5.1(b)(i).

“MSCF” means one thousand Standard Cubic Feet.

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

“Net Acres” means, with respect to the Marcellus Formation, (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.

“Notifying Party” has the meaning given to it in Section 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 in Section 3.2(b).

“OpCo” has the meaning given to it in the recitals hereof.

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

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

“Original CNX Gas Gathering Agreement” means that certain Gathering Agreement, by and among CNNX, DevCo I, DevCo II, DevCo III and CNX Gas Company LLC, dated as of the Original Effective Date., as amended from time to time.

“Original Effective Date” has the meaning given to it in the recitals hereof.

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

“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.

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

“Planned Well Pad” has the meaning given to it in Section 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 Dedicated Gas” means (a) Gas produced from the Priority One Dedicated Properties and (b) Third Party Gas under the Control of Shipper produced from the lands covered by the Priority One Dedicated Properties. For the avoidance of doubt, once ROFO Properties are converted to Dedicated ROFO Properties under this Agreement pursuant to Section 4.10, the Gas that is owned or Controlled by Shipper and produced from such Dedicated ROFO Properties shall constitute Priority One Dedicated Gas, unless otherwise agreed by the Parties.

“Priority One Dedicated Liquid Condensate” means (a) Liquid Condensate produced from the Priority One Dedicated Properties and are located in the Majorsville Area and/or the Moundsville Area and (b) Third Party Liquid Condensate under the Control of Shipper produced from the lands located in the Majorsville Area and/or the Moundsville Area. For the avoidance of doubt, once ROFO Properties are converted to Dedicated ROFO Properties under this Agreement pursuant to Section 4.10, the Liquid Condensate that is owned or Controlled by Shipper and produced from such Dedicated ROFO Properties shall constitute Priority One Dedicated Liquid Condensate, unless otherwise agreed by the Parties.

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

“Priority One Dedicated Properties” means Shipper’s or its Affiliates’ 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, owned directly or indirectly (including through the acquisition of Control of another Person) by Shipper in the Dedication Area, including those certain oil and/or gas leases, mineral interests and other similar interests described on Exhibit 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. From and after the date ROFO Properties become Dedicated ROFO Properties, such Dedicated ROFO Properties shall constitute Priority One Dedicated Properties, unless otherwise agreed by the Parties.

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

“Priority Two Dedicated Liquid Condensate” means (a) Liquid Condensate produced from the Priority Two Dedicated Properties and (b) Third Party Liquid Condensate under the Control of Shipper produced from the lands covered by the Priority Two Dedicated Properties.

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

“Priority Two Dedicated Properties” means Shipper’s interest in oil and/or gas leases, mineral interests and other similar interests that are not Priority One Dedicated Properties or ROFO Properties and which (a) are described on Exhibit B-2 as of the Execution Date (the “Initial Priority Two Dedicated Properties”) or (b) Shipper elects to dedicate pursuant to Section 2.2(b) and Gatherer accepts (or is deemed to have accepted) such dedication pursuant to Section 2.2(b).

“Priority Two Existing Gathering Fee” has the meaning given to it in Section 5.1(d).

“Priority Two Fee” means the fee with respect to Priority Two Dedicated Properties (other than the Initial Priority Two Dedicated Properties) agreed to (or deemed agreed to) by Shipper and Gatherer pursuant to Section 2.2.

“Priority Two Notice” has the meaning given to it in Section 2.2(b).

“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 in Section 2.2(b).

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

“Proposed Priority Two Properties” has the meaning given to it in Section 2.2(b).

“Psia” means pounds per square inch absolute.

“Rate Reset Trigger” means any of (a) the initiation of Gathering Services for Priority Two Dedicated Production (other than Priority Two Dedicated Production attributable to the Initial Priority Two Dedicated Properties) 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 on Exhibit 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 given to it in Section 5.6(b).

“Reservation Amount” has the meaning given to it in Section 4.1(a).

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

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

“ROFO Offer” has the meaning given to it in Section 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, owned directly or indirectly (including through the acquisition of Control of another person) by Shipper in the ROFO Area, including those certain oil and/or gas leases, mineral interests and other similar interests described on Exhibit 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, owned directly or indirectly (including through the acquisition of Control of another person) by Shipper in the ROFO Area, including those certain oil and/or gas leases, mineral interests and other similar interests described on Exhibit 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.

“Shared Priority Deadline” means the date that is two years from the Execution Date.

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

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

“Shipper Meters” has the meaning given to it in Section 1.4 of Exhibit A.

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

“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 given to it in Section 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 in Section 4.10(b).

“System Receipt Point” has the meaning given to it in Section 1.8 of Exhibit 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 in Section 3.1(b).

“Target Pressure” has the meaning given to it in Section 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 Priority Two Notice with respect to Proposed Priority Two 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 in Section 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.

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

“Total Initial Shipper Permitted Transfer Acres” means an amount equal to:

(a) 25,000 Net Acres plus or minus the Total Shipper Permitted Transfer Acres Adjustment (the quantity of Net Acres determined by this clause, the “Initial Bucket”); less

(b) the amount of Net Acres (i) divested by Initial Shipper (by sale, farmout, exchange or otherwise) from and after the Execution Date until the Initial Bucket Termination Date free of the dedication hereunder and/or (ii) that Initial Shipper does not operate and for which Initial Shipper has obtained a release under this Agreement pursuant to Section 2.6(a)(v) from and after the Execution Date until the Initial Bucket Termination Date; plus

(c) 200% multiplied by the amount of Category A Net Acres (i) acquired by the Initial Shipper (by purchase, farmin, exchange or otherwise) from and after the Execution Date through the tenth anniversary of the Execution Date that are subject to the dedication under this Agreement, (ii) that are otherwise dedicated by Initial Shipper under this Agreement from and after the Execution Date through the tenth anniversary of the Execution Date and/or (iii) that are included in a unit where the Initial Shipper is the operator of such unit and the Initial Shipper’s interest in such unit is included in the Dedicated Properties that are attributable to Third Parties (and such Initial Shipper Controls such Gas) and the initial well in such unit was drilled from and after the Execution Date through the tenth anniversary of the Execution Date; less

(d) 200% multiplied by the amount of Category A Net Acres (i) divested by Initial Shipper (by sale, farmout, exchange or otherwise) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date free of the dedication hereunder and/or (ii) that Initial Shipper does not operate and for which Initial Shipper has obtained a release under this Agreement pursuant to Section 2.6(a)(v) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date; plus

(e) the amount of Category B Net Acres (i) acquired by the Initial Shipper (by purchase, farmin, exchange or otherwise) from and after the Execution Date through the tenth anniversary of the Execution Date that are subject to the dedication under this Agreement, (ii) that are otherwise dedicated by Initial Shipper under this Agreement from and after the Execution Date through the tenth anniversary of the Execution Date and/or (iii) that are included in a unit where the Initial Shipper is the operator of such unit and the Initial Shipper’s interest in such unit is included in the Dedicated Properties that are attributable to Third Parties (and such Initial Shipper Controls such Gas) and the initial well in such unit was drilled from and after the Execution Date through the tenth anniversary of the Execution Date; less

(f) the amount of Category B Net Acres (i) divested by Initial Shipper (by sale, farmout, exchange or otherwise) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date free of the dedication hereunder and/or (ii) that Initial Shipper does not operate and for which Initial Shipper has obtained a release under this Agreement pursuant to Section 2.6(a)(v) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date; plus

(g) 50% multiplied by the amount of Category C Net Acres (i) acquired by the Initial Shipper (by purchase, farmin, exchange or otherwise) from and after the Execution Date through the tenth anniversary of the Execution Date that are subject to the dedication under this Agreement, (ii) that are otherwise dedicated by Initial Shipper under this Agreement from and after the Execution Date through the tenth anniversary of the Execution Date and/or (iii) that are included in a unit where the Initial Shipper

is the operator of such unit and the Initial Shipper’s interest in such unit is included in the Dedicated Properties that are attributable to Third Parties (and such Initial Shipper Controls such Gas) and the initial well in such unit was drilled from and after the Execution Date through the tenth anniversary of the Execution Date; less

(h) 50% multiplied by the amount of Category C Net Acres (i) divested by Initial Shipper (by sale, farmout, exchange or otherwise) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date free of the dedication hereunder and/or (ii) that Initial Shipper does not operate and for which Initial Shipper has obtained a release under this Agreement pursuant to Section 2.6(a)(v) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date; plus

(i) the amount of Net Acres (i) acquired by the Initial Shipper (by purchase, farmin, exchange or otherwise) from and after the tenth anniversary of the Execution Date that are subject to the dedication under this Agreement, (ii) that are otherwise dedicated by Initial Shipper under this Agreement from and after the tenth anniversary of the Execution Date and/or (iii) that are included in a unit where the Initial Shipper is the operator of such unit and the Initial Shipper’s interest in such unit is included in the Dedicated Properties that are attributable to Third Parties (and such Initial Shipper Controls such Gas) and the initial well in such unit was drilled from and after the tenth anniversary of the Execution Date; less

(j) the amount of Net Acres (i) divested by Initial Shipper (by sale, farmout, exchange or otherwise) from and after the tenth anniversary of the Execution Date free of the dedication hereunder and/or (ii) that Initial Shipper does not operate and for which Initial Shipper has obtained a release under this Agreement pursuant to Section 2.6(a)(v) from and after the tenth anniversary of the Execution Date.

With respect to any Net Acres that are not Category A Net Acres, Category B Net Acres or Category C Net Acres, the dedication of such acreage hereunder or the release of such acreage from this Agreement shall not impact the calculation of Total Initial Shipper Permitted Transfer Acres. With respect to any Net Acres acquired or divested through an exchange, the inbound Net Acres shall be considered acreage acquired by Initial Shipper and the outbound Net Acres shall be considered acreage divested by Initial Shipper for purposes of the above calculation. With respect to any adjustment attributable to an acquisition by the Initial Shipper by purchase or farmin (and not, for the avoidance of doubt, by exchange), such adjustment shall be deemed not to increase the “Total Shipper Permitted Transfer Acres” until the six month anniversary of the consummation of such acquisition. For the avoidance of doubt, “Control” as used in each of clause (c)(iii), (e)(iii), g(iii) and (i)(iii) above in this definition of Total Initial Shipper Permitted Transfer Acres means Gatherer performs all Gathering Services with respect to any Dedicated Production in the applicable unit.

“Total Shipper Permitted Transfer Acres Adjustment” means any adjustment to the “Total Shipper Permitted Transfer Acres” that has occurred pursuant to the Original Agreement prior to the Execution Date. For purposes of such calculation, 50% of any acreage acquired, dedicated or divested by Shipper under the Original Agreement or by CNX Gas Company LLC under the Original CNX Agreement shall be considered to have been acquired, dedicated or divested by Shipper. For the avoidance of doubt, the exchange transaction between Initial Shipper and CNX Gas Company LLC that is being consummated on the Execution Date shall not impact the calculation of “Total Shipper Permitted Transfer Acres”.

“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 Xxxxx are located.

“Wet Gas” means Gas Tendered by Shipper hereunder that is directly delivered or will be delivered for NGL extraction.

“Wet Gas Gathering Fee” has the meaning given to it in Section 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 last Year shall commence on January 1 of the calendar year and end on the Day on which this Agreement terminates.

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

Section 1.3 References 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. Unless indicated otherwise, references to any contract or agreement means such contract or agreement as amended from time to time.

ARTICLE 2

DEDICATION OF PRODUCTION

Section 2.1 Shipper’s Dedication. Subject to the provisions of Section 2.3 through Section 2.7 and Article 14, Shipper:

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

(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 Dedicated Properties and (ii) all of the Third Party Liquid Condensate under the Control of Shipper produced during the Term from lands covered by the Dedicated Properties that are located in the Majorsville Area and/or the Moundsville Area (and not any other Dedicated Properties); and

(c) except as provided in Section 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 2.2 Shipper’s Additional Priority Two Dedication.

(a) As of the Execution Date, the Initial Priority Two Dedicated Properties have been dedicated by Shipper as Priority Two Dedicated Properties. From time to time after the Execution Date, subject to Section 2.2(b), Shipper may designate its interests in oil and/or gas leases, mineral interests and other similar interests that are not ROFO Properties or Priority One Dedicated Properties as Priority Two Dedicated Properties. If Gatherer accepts such dedication (or is obligated to accept such designation pursuant to Section 2.2(b)), then subject to the provisions of Section 2.3 through Section 2.7 and Article 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 such Priority Two 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 Priority Two Dedicated Properties.

(b) Without limiting the obligation of Shipper to offer ROFO Properties to Gatherer, if Shipper wishes to dedicate to Gatherer hereunder its interests in oil and/or gas leases, mineral interests and other similar interests that are not ROFO Properties or Priority One Dedicated Properties as Priority Two Dedicated Properties, then Shipper shall prepare in good faith and deliver to Gatherer a notice (a “Priority Two Notice”) setting forth (i) the oil and/or gas leases, mineral interests and other similar interests Shipper wishes to designate as Priority Two Dedicated Properties (the “Proposed Priority Two Properties”), (ii) the general location of such Proposed Priority Two Properties, (iii) a current production forecast for such Proposed Priority Two Properties, including the date on which production from such Proposed Priority Two Properties is anticipated to come online, and the locations of the planned xxxxx on such Proposed Priority Two 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 Priority Two Notice, Gatherer shall provide a written response to Shipper setting forth Gatherer’s election to accept or reject the dedication of such Proposed Priority Two 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 Priority Two Properties and provide the Proposed Gathering Services with respect to the applicable Proposed Priority Two Properties at the applicable Proposed Fee. If Gatherer elects to reject the dedication of such Proposed Priority Two 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 Fee and, within 30 Days following the receipt by Shipper of Gatherer’s rejection of the dedication of such Proposed Priority Two Properties, Shipper may deliver a revised Priority Two 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 Priority Two Properties and provide the Gathering Services set forth in the revised Priority Two Notice with respect to such Proposed Priority Two Properties at the revised Proposed Fee. For the avoidance of doubt, Gatherer shall not be obligated to accept any dedication of Proposed Priority Two Properties pursuant to this Section 2.2(b) if the provision of the Gathering Services set forth in a Priority Two Notice with respect to such Proposed Priority Two Properties would materially and adversely impact the provision of Gathering Services with respect to the Priority One Dedicated Production and/or the development of the Gathering System provided for in the then current Gathering System Plan.

Section 2.3 Third 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 2.4 Conflicting Dedications. Notwithstanding anything in this Agreement to the contrary, Shipper shall have the right to comply with each of the Conflicting Dedications set forth in Exhibit 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 (a) acquired by Shipper after the Original Effective 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 in Exhibit G, Dedicated Production is not subject to any other Conflicting Dedication.

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

(a) to operate (or cause to be operated) Xxxxx producing Dedicated Production in its sole discretion, including the right (but not the obligation) to drill new Xxxxx, to repair and rework old Xxxxx, temporarily shut in Xxxxx, 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 or its Affiliates’ 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 Xxxxx or Planned Xxxxx into other gathering systems;

(h) (i) all Priority One 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 Priority One Dedicated Liquid Condensate and Priority Two 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 Priority One Dedicated Liquid Condensate and Priority Two 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 Priority One Dedicated Liquid Condensate and/or Priority Two Dedicated Liquid Condensate;

(i) all Liquid Condensate produced from the Dedicated Properties that is not Priority One Dedicated Liquid Condensate or Priority Two Dedicated Liquid Condensate; and

(j) all Gas and Liquid Condensate produced from those xxxxx set forth on Exhibit J.

Section 2.6 Releases from Dedication.

(a) Dedicated Production from Xxxxx or Planned Xxxxx on one or more Well Pads or Planned Well Pads, and the acreage in each Drilling Unit with respect to such Xxxxx or Planned Xxxxx, shall be permanently released from dedication under this Agreement, and Shipper (or Initial Shipper, as applicable, as indicated below) 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 in Section 10.1(b);

(ii) except as provided in Section 3.1(f), 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 in Section 3.2;

(iii) except as provided in Section 3.1(f), upon written notice from Shipper, if Gatherer has failed to commence the Gathering Services with respect to any Planned Well Pad and/or Planned Xxxxx by the On-Line Deadline as provided in Section 3.2;

(iv) upon written notice from Initial 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 third (3^rd) 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 Xxxxx or Planned Xxxxx 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 Xxxxx or Planned Xxxxx 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 or its 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 Initial Shipper free of the dedication as provided in Section 14.1(b).

(b) Gatherer shall also consider in good faith any proposal by Initial 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 Initial Shipper reasonably believes that installing pipelines and equipment necessary to connect such Dedicated Properties to the Gathering System would be economically disadvantageous for Initial Shipper, considering all gathering alternatives.

(c) Shipper shall also consider in good faith any proposal by Gatherer made in its then-current Gathering System Plan to temporarily release one or more of the Dedicated Properties (limited to the applicable Well or Well Pad indicated in the applicable Gathering System Plan) and the production therefrom from the dedication under this Agreement (and exercise no other remedy available to Shipper under Section 3.2(d)) if Gatherer reasonably believes that installing pipelines and equipment necessary to connect such Dedicated Properties to the Gathering System would be economically disadvantageous for Gatherer. If, at any time after such temporary release, Shipper proposes to dedicate such Dedicated Properties and the production therefrom to another service provider based on a development plan that is consistent with or substantially similar to the Development Plan presented to Gatherer associated therewith, then such Dedicated Properties and the production therefrom shall be permanently released from the dedication under this Agreement. For the avoidance of doubt, any temporary or permanent release of Dedicated Properties pursuant to this Section 2.6(c) would not affect or reduce the Total Initial Shipper Permitted Transfer Acres.

(d) 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 in Section 10.1(b) or (ii) an interruption or curtailment of receipts and deliveries as provided in Section 4.6(d).

(e) 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 Xxxxx, Planned Xxxxx and/or Drilling Units and associated acreage included in the Dedicated Properties from dedication under this Agreement in accordance with the provisions hereof.

Section 2.7 Covenant Running with the Land. Subject to the provisions of Section 2.3 through Section 2.6 and Article 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 in Article 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 2.8 Memorandum. On the Execution Date, Shipper shall execute and deliver to Gatherer a fully recordable memorandum of this Agreement, substantially in the form of Exhibit D.

ARTICLE 3

GATHERING SYSTEM EXPANSION AND CONNECTION OF XXXXX

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

(a) In connection with the Original Agreement, Shipper provided Gatherer with a 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 Dedicated Properties through December 31, 2018, 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, 2016, 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 Priority One Dedicated Properties, (B) the Priority Two 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 report existing as of the Execution Date, 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 Xxxxx 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 Xxxxx 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 Planned Well in the Development Report that is effective as of the Execution Date, the date specified in such Development Report for such Planned Well and (B) with respect to any Planned Well that is not a Planned Well in the Development Report that is effective as of the Execution Date, 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 to Section 3.2(b), the “Target On-Line Date”);

(iv) the anticipated characteristics of the production from such Xxxxx (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 Xxxxx is to be re-delivered to Shipper;

(vi) any Priority Two Dedicated Properties or Dedicated ROFO Properties dedicated by Shipper in accordance with Section 2.2 or Section 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 to Section 3.1(f), Shipper may deliver to Gatherer, from time to time, an amendment to any Development Report previously delivered to Gatherer in accordance with Section 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 and existing producing 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 Xxxxx 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 Xxxxx 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 Xxxxx 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, none of Section 2.6(a)(ii), Section 2.6(a)(iii) or Section 3.2(d) shall 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 3.2 Expansion 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 this Section 3.2.

(b) Subject to Section 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 to Section 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, of the necessary facilities (A) to connect each Planned Well Pad and Planned Xxxxx to the Gathering System and (B) to connect the Gathering System to each planned Delivery Point for such Planned Well Pad and Planned Xxxxx 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) Except as provided in Section 3.1(f), 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 Xxxxx, in each case, on or before the applicable On-Line Deadline, then, subject to Shipper’s rights under Section 2.6(a)(ii) and Section 2.6(a)(iii), (i) Shipper 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 reimburse to Shipper, 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 Xxxxx the Fee for such Delayed Planned Xxxxx will be zero for a number of Days equal to the number of Delayed Connection Days. Shipper may elect either (A) the reduction of the Fee and the right to complete those uncompleted facilities as set forth in this Section 3.2(d) or (B) the release under Section 2.6(a)(ii), Section 2.6(a)(iii), and Section 2.6(c) and no other remedy with respect to such Delayed Planned Xxxxx shall be available to Shipper.

Section 3.3 Cooperation. 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 3.4 Compression. 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 3.5 Right 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 to Section 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 this Section 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 to Section 3.5(a) and Section 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 this Section 3.5. Subject to Section 3.5(b) and Section 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 Xxxxx and its facilities located thereon; provided that the Party given access to such roads shall bear its proportionate share (based on use) of the costs of maintenance of such roads.

Section 3.6 Blending Rights. Notwithstanding anything herein to the contrary, Shipper shall be permitted to blend Gas, subject to Section 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 under Section 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 to Section 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 xxxxx to provide Shipper’s owned or Controlled Gas for blending purposes for a fee mutually agreeable by the Parties.

(d) For the avoidance of doubt, in the event that any blended Gas stream among Shipper and other shippers on any portion of the Gathering System that services Dry Gas does not meet the then current pipeline specifications of the Downstream Pipeline due to the quality of Shipper’s Gas, Gatherer and Shipper shall use commercially reasonable efforts to find a solution using existing infrastructure to blend any Gas, including residue gas from another system; provided that Gatherer will not be required to construct any new infrastructure or reduce existing throughput capacity to satisfy this requirement. Shipper acknowledges that any such new infrastructure or capacity reduction would comprise a new service not originally contemplated under this Agreement, and would require a mutually agreed-upon solution between the Parties.

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

Section 3.8 Gatherer Reports. Gatherer shall provide Shipper with daily, monthly and yearly operational and production reports relating to the Gathering System and Dedicated Production Tendered by Shipper (such reports, “Gatherer Reports”). The Gatherer Reports shall include any Downtime Event relevant to the applicable time period covered by such Gatherer Report and shall also include a breakdown of the throughput amounts of Dedicated Production Tendered by Shipper applicable to (a) each Individual System and (b) each of the DevCo I Area, the DevCo II Area, the DevCo III Area and any area operated by OpCo at the time of the applicable Gatherer Report. The Gatherer Reports shall only include information applicable to Dedicated Production Tendered by Shipper and not any information related to other shippers on the Gathering System.

ARTICLE 4

TENDER, NOMINATION AND GATHERING OF PRODUCTION

Section 4.1 Priority of Service.

(a) All Priority One Dedicated Production Tendered by Shipper for delivery to the Gathering System shall be entitled to Priority One Service; provided, however, that with respect to Priority One Dedicated Production Tendered for delivery by Shipper to the XxXxxx System, on or before the Shared Priority Deadline, only such Priority One Dedicated Production up to 143,000 MSCF on any Day shall be entitled to Priority One Service (the “Reservation Amount”) and any Priority One Dedicated Production delivered to the XxXxxx System by Shipper in excess of such amount shall be entitled to Priority Two Service.

(b) Every six months following the Execution Date until the Shared Priority Deadline, Gatherer and Initial Shipper shall meet to discuss with “Initial Shipper” under the CNX Gas Gathering Agreement, and cooperate in good faith to determine, any changes to the Reservation Amount.

(c) All Priority Two Dedicated Production Tendered by Shipper for delivery to the Gathering System shall be entitled to Priority Two Service.

(d) In order to provide Third Party Gas or Third Party Liquid Condensate with Priority One Service, Priority Two Service or such other levels of service designated by Gatherer (so long as such service is not given higher priority than Priority One Service) with respect to the XxXxxx System or the Majorsville System, Gatherer shall make such a request in writing that shall include a request for an updated current forecast of throughput of Dedicated Production from Shipper. Shipper shall provide such updated current forecast in writing to Gatherer within 14 Business Days of delivery of Gather’s initial request. Gatherer shall deliver to Shipper an updated Gathering System Plan and related model, based on Shipper’s updated current forecast of throughput of Dedicated Production, that provides an average line pressure that is lower than the Target Pressure for a 12 Month period beginning upon the in service date of the modified system and permanently quarter to quarter thereafter. Within 14 Business Days of receipt of the updated Gathering System Plan and related model, Shipper shall either approve or deny in writing such Gatherer’s initial request, and in the case of denial, include an explanation in respect of such denial. Within 14 Business Days of receipt of Shipper’s denial and explanation, Gatherer may, but shall not be obligated to, modify and resubmit the Gathering System Plan and related model in response to Shipper’s reasoning for its denial. Shipper shall approve or deny in writing such Gatherer’s updated request within 14 Business Days, and in the case of a denial, Shipper shall include an explanation in respect of for such second denial. Shipper shall be deemed to have accepted any such request by Gatherer if Shipper fails to respond to any such request by the deadlines and in such detail as set forth in this Section 4.1(d).

(e) Other than with respect to the XxXxxx System or the Majorsville System, Gatherer shall be permitted to provide Third Party Gas or Third Party Liquid Condensate with Priority One Service, Priority Two Service or such other levels of service designated by Gatherer (so long as such service is not given higher priority than Priority One Service), in each case, in the Dedication Area; provided that Gatherer (i) provides an updated Gathering System Plan and related model, based on Shipper’s then-current forecasted throughput of Dedicated Production and the forecasts set forth in Shipper’s then-current Development Report, that provides an average line pressure that is lower than the Target Pressure for a 12 Month period beginning upon the in-service date of the modified system and permanently quarter to quarter thereafter and (ii) receives the prior written consent of Shipper, which consent may be withheld in Shipper’s sole discretion. Within 14 Business Days of receipt of the updated Gathering System Plan and related model, Shipper shall either approve or deny in writing such Gatherer’s initial request, and in the case of denial, include an explanation in respect of such denial. Within 14 Business Days of receipt of Shipper’s denial and explanation, Gatherer may, but shall not be obligated to, modify and resubmit the Gathering System Plan and related model in response to Shipper’s reasoning for its denial. Shipper shall approve or deny in writing such Gatherer’s updated request within 14 Business Days, and in the case of a denial, Shipper shall include an explanation in respect of for such second denial.

(f) Gatherer shall use commercially reasonable efforts to transfer Ninevah well pads set forth on Exhibit L from high pressure systems to low pressure systems when operationally feasible in order to optimize flow for the Initial Shippers and Gatherer. The order of the transfer shall be done in the order listed in Exhibit L.

Section 4.2 Governmental 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 in Section 4.1, and that Shipper (pro rata, based on volumes, with any other shipper on the Gathering System granted Priority One Service and/or Priority Two Service, as applicable) 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 with Section 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 this 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 4.3 Tender of Dedicated Production and Additional Production. Subject to Article 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 4.4 Gathering 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 to Section 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 in Section 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 to Section 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 4.5 Nominations, 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 in Exhibit A.

Section 4.6 Suspension/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 in Section 1.7 of Exhibit A. Subject to Section 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; provided that 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 this Section 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 4.7 Gas 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 of Section 4.8 with respect to Condensate).

Section 4.8 Condensate Marketing. Gatherer shall market and sell Shipper’s Priority One Dedicated Liquid Condensate and Priority Two 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 Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate from the applicable Downstream Condensate Storage Tank(s) and sell such Priority One Dedicated Liquid Condensate and Priority Two 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 Priority One Dedicated Liquid Condensate and Priority Two 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 Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate to the respective pipeline for Shipper’s account and Shipper will market and sell Shipper’s Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate. No sale of Shipper’s Priority One Dedicated Liquid Condensate and Priority Two 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 Priority One Dedicated Liquid Condensate and Priority Two 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 Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate itself.

Section 4.9 No 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 4.10 Right 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 (unless such ROFO Properties are covered by a Conflicting Dedication) 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 in Section 3.1(b)(i) through Section 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 xxxxx 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 xxxxx 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 5.1 Fees.

(a) With respect to Shipper’s Priority One Dedicated Gas, 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) $0.41 (the “Dry Gas Gathering Fee”).

(b) With respect to Shipper’s Priority One Dedicated Gas, 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: (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) $0.282 (the “Moundsville 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: (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) $0.564 (the “Other Areas Wet Gas Gathering Fee” and together with the Moundsville 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 Priority One 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 Priority One Dedicated Liquid Condensate produced from the Majorsville Area, the product of (A) the aggregate quantity of such allocated Priority One Dedicated Liquid Condensate, stated in Barrels, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Priority One Dedicated Liquid Condensate during such Month multiplied by (B) $5.125 (the “Majorsville Condensate Gathering Fee”); and

(ii) with respect to Shipper’s Priority One Dedicated Liquid Condensate produced from the Moundsville Area, the product of (A) the aggregate quantity of such allocated Priority One Dedicated Liquid Condensate, stated in Barrels, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Priority One Dedicated Liquid Condensate during such Month multiplied by (B) $2.563 (the “Moundsville Condensate Gathering Fee” and, together with the Majorsville Condensate Gathering Fee, the “Condensate Gathering Fees”).

(d) With respect to gas attributable to the Initial Priority Two Dedicated Properties, the fee set forth on Exhibit B-2 (the “Priority Two Existing Gathering Fee”).

(e) 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 5.2 Fee Adjustments.

(a) As of January 1 of each Year (commencing as of January 1, 2017), 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 in Exhibit I-1. For the avoidance of doubt, only the highest penalty set forth on Exhibit 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 without the use of pressure regulation of Shipper’s production or without limiting Shipper’s flow below the production forecast in the applicable Development Report, subject in each case to the curtailment procedures under this Agreement, including Article VI of this Agreement and Section 1.7 of the Operating Terms. 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 in Exhibit 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.

Section 5.3 Fee 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, 2017) 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 5.4 Condensate. Except as provided for in Section 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 5.5 Excess 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 delivered to the Gathering System in such Month by Shipper, then Gatherer will conduct a field-wide meter balance (or recalibration, gas sampling, leak surveys, field-wide meter balance, as appropriate). Gatherer shall provide Shipper with prior notice of, and reasonable access to observe, any such field-wide meter balance. Commencing with the fourth (4^th) consecutive Month period, and continuing for each consecutive Month thereafter, that the 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 delivered to the Gathering System in such Month by Shipper and such discrepancy cannot be corrected by a field-wide meter balance, 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 in the prior Month.

Section 5.6 Excess 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 6.1 Quality Specifications. Subject to Section 6.2 below, all Gas and Liquid Condensate delivered at the Receipt Points by Shipper to Gatherer shall meet the applicable quality specifications set forth in Section 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 of Section 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, that does not meet applicable tariff requirements (subject to any waivers in place) with respect to the Delivery Point for such Gas.

Section 6.2 Failure 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.

Section 6.3 Pressure. Shipper shall Tender or cause to be Tendered Gas and Priority One 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 Priority One 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 Priority One 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 Priority One 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

Priority One Dedicated Liquid Condensate into the applicable Delivery Points. Re-deliveries of Gas and Priority One 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 Priority One 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 Priority One 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 7.1 Term. This Agreement shall remain in effect through September 30, 2034 (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 7.2 Effect 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 of Section 13.2 through Section 13.5 shall survive such termination and remain in full force and effect indefinitely.

ARTICLE 8

TITLE AND CUSTODY

Section 8.1 Title. 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. Priority One Dedicated Liquid Condensate injected by Shipper at the applicable Receipt Point(s) shall be deemed a warranty of title to such injected Priority One Dedicated Liquid Condensate by Shipper, or a warranty of the good right in Shipper to deliver such injected Priority One Dedicated Liquid Condensate for gathering under this Agreement. By nominating Gas (including any Drip Condensate attributable to such Gas) and/or by injecting Priority One 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 Priority One Dedicated Liquid Condensate, other than any claims arising out of Gatherer’s breach of its warranty made in the succeeding sentence of this Section 8.1. By receiving Gas from Shipper at the Receipt Points or receiving Priority One 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 Priority One 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 8.2 Custody. 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 to Section 3.6 and Section 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 9.1 Statements. 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 with Section 5.4, (b) excess Gathering System L&U in accordance with Section 5.5, (c) the use of excess Gathering System Fuel in accordance with Section 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 9.2 Payments.

(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 that are not disputed in accordance with Section 9.2(b) 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 undisputed delinquent amount is paid in full. In addition to Section 9.2(b), 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 and previous payment of any such amounts shall not be deemed to be a waiver of the payor’s right to later dispute the invoice in accordance with this Section 9.2(a). 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 under Section 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 with Section 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 9.3 Audit. 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 this 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 10.1 Suspension of Performance; Release from Dedication.

(a) If Shipper fails to pay any invoice rendered pursuant to Section 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 in Section 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 Xxxxx affected by such interruption and their respective Drilling Units.

Section 10.2 No 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 in Article 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 11.1 Force 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 11.2 Force 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 xxxxx or delivery facilities, partial or entire failure of xxxxx, 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 12.1 Non-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 12.2 Government Authority Modification. Notwithstanding the provisions of Section 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 13.1 Custody and Control Indemnity. EXCEPT FOR LOSSES COVERED BY THE INDEMNITIES IN SECTION 8.1, THE PARTY HAVING CUSTODY AND CONTROL OF GAS AND LIQUID CONDENSATE UNDER THE TERMS OF SECTION 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 TO SECTION 5.6 AND SECTION 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 13.2 Shipper Indemnification. SUBJECT TO SECTION 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 13.3 Gatherer Indemnification. SUBJECT TO SECTION 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 13.4 Actual 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 THIS ARTICLE 13.

Section 13.5 Penalties. 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 13.6 Insurance. The Parties shall carry and maintain no less than the insurance coverage set forth in Exhibit E.

ARTICLE 14

ASSIGNMENT

Section 14.1 Assignment 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 under Section 14.1(b) and such rights shall remain with the original Shipper; and

(ii) Gatherer may assign its rights and obligations under this Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as this 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 this Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under this Agreement; provided further, that in lieu of assigning this 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, Initial Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Initial Shipper Permitted Transfer Acres; provided that Initial Shipper may not assign any Dedicated Properties free of the terms, conditions and obligations of this Agreement to a Person who would be considered an Affiliate of Shipper but for clause (b) in the definition of “Affiliate”.

(c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties that are not Dedicated 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 in Section 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 void ab initio.

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

Section 14.2 Pre-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 14.3 Change of Control. Except as expressly provided in Section 14.1, nothing in this Article 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.

ARTICLE 15

MISCELLANEOUS

Section 15.1 Relationship 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 15.2 Notices. 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 in Exhibit 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 this Section 15.2.

Section 15.3 Expenses. 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 15.4 Waivers; 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 15.5 Entire 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 15.6 Amendment. This Agreement may be amended only by an instrument in writing executed by the Parties and expressly identified as an amendment or modification.

Section 15.7 Governing 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 15.8 Parties 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 15.9 Preparation 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 15.10 Severability. 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 15.11 Counterparts. 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 15.12 Confidentiality. All geophysical, geological, production 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, all information included in any Development Report, any other information related to Shipper’s projected production volumes and all information included in any Gatherer Report 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 15.12. Nothing in this Agreement shall prohibit Gatherer from disclosing whatever information in such manner as may be (i) permitted pursuant to (x) that certain Access, Observation and Audit Agreement by and between Noble Energy, Inc. and CNNX, dated as of the Execution Date, (y) that certain First Amended and Restated Operational Services Agreement, by and between CNX Gas Company LLC and CNNX, dated as of the Execution Date, and (z) that certain First Amended and Restated Master Cooperation Agreement by and between CNX Gas Company LLC, Noble Energy, Inc., CNNX, OpCo, DevCo I LP, DevCo II LP, and DevCo III LP, dated as of the Execution Date

(collectively, the “Access, Operation and Cooperation Agreements”) and (ii) 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. Notwithstanding the foregoing, but subject to the Access, Operation and Cooperation Agreements, in no event shall any information related to geophysical, geological, production or completion data provided by Shipper to Gatherer in connection with this Agreement, any information included in any Development Report, any other information related to Shipper’s projected production volumes or any information included in any Gatherer Report be used by any member of Gatherer Group (other than Shipper, if Shipper is a member of Gatherer Group) for any other purpose other than providing the Gathering Services to Shipper, developing the Gathering System Plan and operating the Gathering System, in each case pursuant to and in connection with this Agreement. Gatherer shall establish reasonable procedures to ensure that such information is not disclosed or otherwise used in connection with any other purpose pursuant to this Section 15.12, including for the planning of any development, drilling or production activities or for the acquisition, transfer, exchange or divestment of any interest in oil and/or gas leases, mineral interests or other similar interests, in each case, by any member of Gatherer Group (other than Shipper, if Shipper is a member of Gatherer Group).

Section 15.13 Adequate Assurances. (a) If (i) Shipper fails to pay according to the provisions hereof and such failure continues for a period of five Business Days after written notice of such failure is provided to Shipper or (ii) Gatherer has reasonable grounds for insecurity regarding the performance by Shipper of any obligation under this Agreement, then Gatherer, by notice to Shipper, may, singularly or in combination with any other rights it may have, demand Adequate Assurance of Performance from Shipper. (b) If Shipper makes an assignment to a Third Party (herein, the “Assignee”) pursuant to Section 14.1(a)(i)(C) and Gatherer has reasonable grounds for insecurity regarding the performance by such Assignee (including but not limited to insecurity arising from the credit rating of such Assignee), then Gatherer may, singularly or in combination with any other rights it may have, demand Adequate Assurance of Performance from such Assignee as a condition to providing Gathering Services hereunder to such Assignee. “Adequate Assurance of Performance” means, (x) with respect to any Shipper requested to provide Adequate Assurance of Performance pursuant to Section 15.13(a): (i) advance payment in cash by Shipper to Gatherer for the Gathering Services to be provided under this Agreement in the following three (3) Months or (ii) delivery to Gatherer by Shipper of an irrevocable standby letter of credit or a performance bond, in form and substance reasonably acceptable to Gatherer, issued by a Creditworthy Person, in an amount equal to not less than the aggregate proceeds due from Shipper under Section 9.2 for the prior three-Month period and (y) with respect to any Assignee requested to provide Adequate Assurance of Performance pursuant to Section 15.13(b), the Assignee’s delivery to Gatherer of an advance payment in cash, an irrevocable standby letter of credit or a performance bond, in each case, in an amount determined to be commercially reasonable based on the creditworthiness of the Assignee (such cash, letter of credit or bond to be received substantially concurrently with the closing of the applicable assignment). Promptly following the termination of the condition giving rise to Gatherer’s reasonable grounds for insecurity or payment in full of amounts outstanding, as applicable, Gatherer shall release to Shipper the cash, letter of credit, bond or other assurance provided by Shipper (including any accumulated interest, if applicable, and less any amounts actually applied to cover Shipper’s obligations hereunder) (for the avoidance of doubt, this sentence applies to both Persons who were Shippers at the time collateral was requested and to Persons who were Assignees at the time collateral was requested). Notwithstanding the foregoing, this Section 15.13 shall not apply if Shipper is an Initial Shipper.

Section 15.14 Further Assurances. By December 30, 2016, and within 60 days of the end of each successive calendar quarter during the Term, Shipper shall provide its written calculation of Total Initial Shipper Transfer Acres to Gatherer as of (i) the Execution Date, with respect to the first such calculation and (ii) the end of such calendar quarter, with respect to each successive calculation, which

shall include sufficient detail as is reasonably satisfactory to Gatherer to support such calculation. Notwithstanding anything in Section 9.3 to the contrary, Gatherer has the right, at its sole expense and during normal working hours, to examine (or to cause its representative to examine) the records of Shipper to the extent reasonably necessary to verify the accuracy of any such quarterly statement and calculation.

Section 15.15 Amendment and Restatement of Original Agreement. Shipper, Gatherer and CNNX agree and acknowledge that the Original Agreement is hereby amended and restated in its entirety and replaced and superseded by this Agreement effective for all purposes as of the Execution Date. CNNX hereby agrees and acknowledges that CNNX no longer has any interest in the Original Agreement and has no direct interest in, or rights and obligations under, this Agreement.

Section 15.16 Joint and Several Liability. Each of the Persons comprising Gatherer under this Agreement shall be severally and not jointly liable for all obligations of Gatherer under and pursuant to this Agreement; provided that with respect to obligations of Gatherer that are not specific to such Gatherer’s geographic area (i.e., (a) with respect to the DevCo I Area, DevCo I LP, (b) with respect to the DevCo II Area, DevCo II LP, (c) with respect to the DevCo III Area, DevCo III LP and (d) with respect to (i) the ROFO Area, OpCo), each of the Persons comprising Gatherer under this Agreement shall be shall be jointly and severally liable for all such obligations of Gatherer under and pursuant to this Agreement.

ARTICLE 16

OPERATING TERMS AND CONDITIONS

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

[signature page follows]

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


“Gatherer”

CONE MIDSTREAM OPERATING COMPANY LLC

By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Chief Executive Officer

CONE MIDSTREAM DEVCO I LP

By: CONE MIDSTREAM DEVCO I GP LLC, its general partner

By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Chief Executive Officer

CONE MIDSTREAM DEVCO II LP

By: CONE MIDSTREAM DEVCO II GP LLC, its general partner

By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Chief Executive Officer

CONE MIDSTREAM DEVCO III LP

By: CONE MIDSTREAM DEVCO III GP LLC, its general partner

By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Chief Executive Officer

S-1

Signature Page – NBL-CNNX

First Amended and Restated Gathering Agreement


“Shipper”

NOBLE ENERGY, INC.

By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Vice President

S-2

Signature Page – NBL-CNNX

First Amended and Restated Gathering Agreement

ACKNOWLEDGMENT (for the purposes of Section 15.15):


CONE MIDSTREAM PARTNERS LP

By: CONE MIDSTREAM GP LLC, its general partner

By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Chief Financial Officer

S-3

Signature Page – NBL-CNNX

First Amended and Restated Gathering Agreement

EXHIBIT A

OPERATING TERMS AND CONDITIONS

1.1 Quality 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.

1.2 Gas 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.

1.3 Gas 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.

(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.

A-1

(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 this 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 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 XxXxxx-Xxxx 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.

A-2

1.4 Measurement 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, 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. Gatherer 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 under Section 1.4(f) of this Exhibit 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.

(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 the frequency provided in the Measurement Table and, if requested, in the presence of a representative of

A-3

Shipper. Gatherer shall verify the accuracy of any owned Measurement Device before the next verification scheduled in the Measurement Table if Shipper requests a special test as described below. 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 xxxx Xxxxxxx 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 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.

1.5 Measurement 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.

A-4

(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 in Section 1.4(e) of this Exhibit 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 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 the frequency and as set forth in the Measurement Table.

(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.

1.6 Gas 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,

A-5

(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.

1.7 Curtailment 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.

1.8 Allocations. 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. This Section 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.

(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

A-6

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 with Section 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 with Section 4.8. If the total Condensate volume collected from the Facility Segment and sold or delivered to Shipper in accordance with Section 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 with Section 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 Shipper pursuant to its agreement with the processor.

1.9 Information to Third Parties. Shipper recognizes that quantities of Gas are delivered through the Delivery Points to Third Parties and, therefore, the measurement of Gas under this Agreement may involve the allocation of Gas deliveries using standard industry methods for allocation purposes. Gatherer shall determine the allocation for all Gas deliveries hereunder on a pro rata basis using standard industry methods and shall provide such allocated quantities of Gas to the applicable Third Party. Gatherer shall provide each Processing Plant operator, interstate pipeline and Shipper with (a) daily volume readings for Shipper’s Gas for each Delivery Point and (b) Gas quality information for Shipper’s Gas for each Delivery Point. Following the Execution Date, the Gathering System may be connected to multiple Processing Plants and interstate pipelines operated by one or more operators. Prior to Gatherer delivering a comingled gas stream including Shipper’s Gas to a Processing Plant other than MarkWest’s

A-7

Majorsville Plant, Gatherer shall enter into an NGL balancing agreement by and among Gatherer and all plant operators to ensure that Shipper receives credit for the constituent makeup of Shipper’s Gas received into the Gathering System.

1.10 Measurement Table. For purposes of this Agreement, “Measurement Table” shall mean:

Receipt Point Volume (MSCF per Day)

< 15,000

15,000 - 45,000
(w/ < 35 BTU
well range)

15,000 - 45,000
(w/ > 35 BTU
well range)

> 45,000 (w/
< 35 BTU
well range)

> 45,000 (w/
> 35 BTU
well range)

Alternate formation
w/ > 100 BTU D from
primary formation

Quarterly bottle sample and meter calibration

Continuous composite sampling or monthly bottle sampling and meter calibration

Online gas chromatograph and monthly meter calibration

Installation of new alternate formation receipt point metering

X-0

XXXXXXX X-0

PRIORITY ONE DEDICATED PROPERTIES

EXHIBIT B-1, Part 1

With respect to the properties shown on the attached, all of Shipper’s interest in the following oil and gas leases and fee properties, to the extent of the Marcellus Formation.

(See Attached)

B-1-1


NBL #	LEGACY NUMBER	LESSOR	ORIGINAL LESSEE	ST	COUNTY	DISTRICT	BOOK	PAGE	INST. NO.	DevCo
260617007	260617-007	XXXXX X XXXXXX ET VIR	CNX GAS COMPANY LLC	PA	Xxxxxx	Aleppo	439	1615	201100002562	1
260617006	260617-006	XXXX XXX XXXXXXX	CNX GAS COMPANY, LLC	PA	Xxxxxx	Aleppo	437	2721	201100000972	1
	072344	XXXXX, XXXXX L	CONRHEIN COAL COMPANY	PA	Xxxxxx	East Xxxxxx				1
	072345	XXXX, XXX L	CONRHEIN COAL COMPANY	PA	Xxxxxx	East Xxxxxx				1
	072346	XXXX, XXXXX E & XXXXX	CONRHEIN COAL COMPANY	PA	Xxxxxx	East Xxxxxx				1
	072347	XXXX, XXXXXX X & MAE	CONRHEIN COAL COMPANY	PA	Xxxxxx	East Xxxxxx				1
	072348	XXXX, XXXX D & XXXXX S	CONRHEIN COAL COMPANY	PA	Xxxxxx	East Xxxxxx				1
389725	389725	XXXX, XXXXX & XXXXX	CONSOL PA COAL COMPANY	PA	Xxxxxx	Richhill	303	807	200400002463	1
390010	390010	XXXXX, XXXXX XXXXXXX & XXXXXX J	CONSOL PA COAL CO LLC	PA	Xxxxxx	Richhill	424	1161	200900006420	1
	389746	XXXXXXXX, XXXXXX E & XXXXX L	CONSOL PA COAL COMPANY	PA	Xxxxxx	Richhill				1
3025861	3025861	XXXXXXX X XXXXX ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	507	593		1
3019967	3019967	S XXXXXXXX XXXXXXX ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	514	359	19967	1
3007594	3007594	XXXX XXXXXXXX ET AL	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	270	456		1
3021167	3021167	XXXXXX X XXXXXXXX ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	527	463		1
3025835	3025835	X X XXXXXX ET AL	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	557	82		1
3025864	3025864	XXXXX XXXXXXX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	511	1		1
3025865	3025865	XXXXXXX X XXXXX ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	508	256		1
3030659	3030659	XXXXX X XXXX ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	508	227		1
3030660	3030660	XXXXX XXXXXXXX ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	508	249		1
	3031648	XXXXXX X XXXXX ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	525	323		1
3031842	3031842	XXXX XXXXXX ET AL	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Xxxxxx	Richhill	532	39		1
Q080025000		XXXXX X XXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	464	2597	201300007021	1
Q092317001		XXXXXXX XXXXX XXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	483	1948	201500005722	1
Q092317002		XXXXX XXXXXXXXXX ET VIR	NOBLE ENERGY INC	PA	Xxxxxx	Richhill	483	1952	201500005723	1
Q092317003		XXXXXXX XXXXX XXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	483	1944	201500005721	1
Q092317004		XXXX XXXXXXXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	482	975	201500004888	1
Q092317005		XXXXX XXXXXXXXX ET UX	NOBLE ENERGY INC	PA	Xxxxxx	Richhill	482	979	201500004889	1
Q092317006		VICTORIA XXXXX XXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	482	971	201500004887	1
Q092317007		XXXXXX XXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	483	1364	201500005597	1
Q092317008		XXXXX XXXXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	483	1368	201500005598	1
Q092317009		XXXX X XXXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	483	1372	201500005599	1
Q092317010		XXXX XXXX XXXXXXXXX ET VIR	NOBLE ENERGY INC	PA	Xxxxxx	Richhill	483	1356	201500005595	1
Q092317011		XXXXXXX X XXXXX ET UX	NOBLE ENERGY INC	PA	Xxxxxx	Richhill	480	1363	201500003456	1
Q092317012		XXXXXX X XXXXX ET VIR	NOBLE ENERGY INC	PA	Xxxxxx	Richhill	484	3458	201500006824	1
Q092317013		JORDAN XXXXXX XXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	484	3462	201500006825	1
Q092317014		XXXXX XXXXXXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	484	2353	201500006611	1
Q092317019		XXXX XXXXX	XXXXX ENERGY INC	PA	Xxxxxx	Richhill	484	3454	201500006823	1
	390178	XXXXX, XXXXXX S & XXXX M	CONSOL PA COAL CO LLC	PA	Xxxxxx					1
770133	770133	XXXX, XXXXXX A & XXXXX	EIGHTY-FOUR MINING COMPANY	PA	Washington	Amwell			200813691	1
255032000	255032-000	XXXXX X XXXXX ET UX	CNX GAS COMPANY LLC	PA	Washington	Donegal, East Xxxxxx			201034611	1
	255069-000	XXX X XXXX XX ET UX	CNX GAS COMPANY LLC	PA	Washington	East Xxxxxx			201010526	1
		XXXXXX X XXXXXXXXXX ET AL	X X XXXXX	PA	Washington	East Xxxxxx	557	551		1
255066000	255066-000	XXXXXXX X XXXX ET UX	CNX GAS COMPANY LLC	PA	Washington	East Xxxxxx			201009742	1
	072476	XXXXXX, XXXXX A ESTATE	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx				1
072524	072524	XXXXXXXXXXX, XXXXXX A & XXXXX M	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200534096	1
389620	389620	XXXXXX, XXXXXXXX S & XXXX J	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx	3444	878	035775	1
072421	072421	XXXX, XXXXXXXX E	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200214345	1
	072430	XXXXXX, XXXXX X.	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200223159	1
072450	072450	XXXX, XXXX A & XXXXXXX A	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200305940	1
	072461	XXXXX, XXXXXXXXX X & XXXXXX L	CONSOL OF PA COAL COMPANY	PA	Washington	East Xxxxxx			200400527	1
	072473	XXXXXXX, XXXX M	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200402743	1

Exhibit B-1, Page 1 of 152


NBL #	LEGACY NUMBER	LESSOR	ORIGINAL LESSEE	ST	COUNTY	DISTRICT	BOOK	PAGE	INST. NO.	DevCo
072479	072479	XXXXXX, XXXXXXXX E & XXXXXX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200416778	1
	072480	XXXXXXXXXX, XXXXXXX L	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200420935	1
		XXXXXXX X XXXXXXXXXX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200420935	1
	072516	XXXXXXX, XXXX X & XXXXXX A	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200516803	1
072520	072520	XXXX, XXXX L & XXXXXXX A	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200602298	1
072534	072534	XXXXXXXX, XXXXX L & XXXXXX T	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200612656	1
072547	072547	XXXXXX, XXXXXX P & XXXXX L	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200614481	1
072546	072546	XXXXXXX, XXXXXX L & XXXXX M	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200615315	1
072552	072552	XXXXXX, XXXX X & XXXXXXXXX A	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200617535	1
072551	072551	XXXXXXX, XXXXX X XX & XXXX F	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200619915	1
072556	072556	XXXXX, XXXXX XXX & XXXXXX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200627097	1
072555	072555	XXXXXXX, XXXX & XXXXXX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200629284	1
072560	072560	XXXXXXXXXX, XXXXX G ET AL	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200631259	1
072563	072563	XXXXXX, XXXX B & XXXXXX O JR	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200634171	1
072567	072567	XXXXXX, XXXX X & XXXXX J	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200634380	1
072564	072564	XXXXXXX, XXXXXX X XX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200637882	1
072586	072586	XXXXXX, XXXXXXX Z & XXXXXX E	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200703557	1
072568	072568	XXXXXXX, LIBERTY M & XXXXX XX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200703558	1
		XXXXXXX X XXXXXXXX ET UX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200705509	1
072585	072585	XXXXX, XXXXXX X & XXXXXXX A	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200709198	1
	072533	XXXXXX, XXXXX S	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200709829	1
072575	072575	XXXXXXXX, XXXXXX & XXXXXX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200710213	1
072550	072550	XXXXXX, XXXXX R & XXXXX XXX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200710216	1
072596	072596	XXXXXXXX, XXXXX W & XXXXX L	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200711700	1
		XXXXX X XXXXXXXX ET UX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200711700	1
072613	072613	SHEETS, JAKE E	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200714522	1
072590	072590	XXXXXX, XXXX D	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200715996	1
072593	072593	XXXXXXXXX, XXXXX N & KANDY S	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200718107	1
		XXXXX X XXXXXXXXX ET UX	CONSOL PA COAL COMPANY LLC	PA	Washington	East Xxxxxx			200718107	1
072601	072601	XXXXX, XXXXXXXX J	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200719062	1
072623	072623	XXXXXXX, XXXX M & XXXXX A	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200723793	1
072619	072619	XXXXXX, XXXXXXX J	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200726246	1
072621	072621	XXXXXX, XXXXXXX X XX & XXXXX M	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200726248	1
072635	072635	XXXXXXX, XXXX M & XXXXX R	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200735041	1
072642	072642	XXXXX, XXXXX	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200801449	1
072653	072653	XXXXXXXX, XXXXXXX X & XXXXXX J	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200806279	1
072659	072659	XXXXXXX, XXXXXXX J & XXXXXX L	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200808630	1
072580	072580	XXXXXXXX, XXXXXXX R & XXXXX	CONSOL PA COAL COMPANY	PA	Washington	East Xxxxxx			200705509	1
072660	072660	XXXXX, XXXXXXX L & XXXXX L	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200813133	1
072665	072665	XXXXXXX, XXXXX & XXXXX	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200815607	1
072672	072672	XXXXXXX, XXXXXXX J & XXXXXXX A	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200818965	1
CNX072673	072673	XXXXX, XXXXXX X & XXXXX L	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx	285	442	72673	1
072683	072683	XXXXXXX, XXXXXX L & XXXXXXXX E	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200906836	1
072695	072695	XXXXXXXX, XXXXXX & XXXXX	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200919271	1
072696	072696	CLUTTER, XXX XXXXXXX	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200920292	1
072702	072702	XXXXXXX, XXXXXX C & XXXXXX XXXXX	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200928457	1
072706	072706	XXXXXXXXX, XXXXXXX S ET AL	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200933399	1
072713	072713	XXXXXX, XXXXXXX E & XXXXXX C	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200938578	1
072714	072714	XXXXXXXXX, XXXX E & XXXXX	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			200938790	1
072712	072712	XXXXXX, XXXXXXX XXXX & XXXXXXXX	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			201003148	1
072720	072720	XXXXXXX, XXXXX	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			201003370	1
072815	072815	XXXX, XXXXX & BENALEA	CONSOL PA COAL CO LLC	PA	Washington	East Xxxxxx			201007143	1

Exhibit B-1, Page 2 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

072816

XXXX, XXXXXX J

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201007144

072818

XXXXXX, XXXXXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201007148

072817

XXXX, XXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201007150

072812

XXXXXXX, XXXXXXX & XXXXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201008258

072820

XXXX, XXXXX W

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201008339

072819

XXXX, XXXXXXX & XXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201008341

072726

XXXXX, XXX X & XXXXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201008788

072822

XXXXX, XXXXX E & XXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201009318

072821

XXXX, XXXXX & XXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201009319

072725

XXXXXXXX, XXXX A & XXXXXX XXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201009642

072727

XXXXXXX, XXXX E

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201012942

072744

XXXXXX, XXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201013048

072746

XXXXXX, XXXXX & XXXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201013049

072745

XXXXXX, XXXXXX & XXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201013050

072750

XXXXXXXX, XXXXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201015299

072735

XXXXXX, XXXXXXX V & XXXXXXX A

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201016623

072749

XXXXXXXX, XXXXXX L ET AL

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201018891

072754

XXXXXX, VIRGINIA & XXXXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201020174

072753

XXXXXXXXX, XXXX R & XXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201020175

072751

XXXXXX, XXXX XXXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201020176

072776

XXXXXX, XXXXXX C & XXXXXX L

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201040344

072786

XXXXXXXX, XXXXXX & XXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201041360

072791

XXXXXXXX, XXXXX X & XXXXXXXX A

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201041465

072785

XXXXX, XXXXX X XX & XXXXXXX

CONSOL PA COAL CO LLC

Washington

East Xxxxxx

201041584

072516

XXXXXXX, XXXX X & XXXXXX A

CONSOL PA COAL COMPANY

Washington

East Xxxxxx

072461

XXXXX, XXXXXXXXX X & XXXXXX L

CONSOL OF PA COAL COMPANY

Washington

East Xxxxxx

Q091917000

XXXXXX L CAVLERT SR ET AL

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201313537

Q087476001

XXXXXX X XXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201314096

Q087476002

XXXXXXX X XXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201313539

Q087476003

XXXXX XXXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201312752

Q087476004

XXXXX X XXXXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201312753

Q087476008

XXXXX XXX XXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201312754

Q087476009

XXXXX XXX XXXXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201312755

Q087476005

XXXXXXX X XXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201312756

Q087476006

XXXXXXX XXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201310094

Q087476007

XXXX XXXX XXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201319522

Q087399036

XXXXXX X XXXXX XX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201312757

Q087487000

XXXXXXXX X XXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201308879

Q087518000

OVA E XXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201319526

Q087544000

XXXXXXXX XXXXXX XX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201322038

Q087554000

XXXX X XXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201319528

Q087566001

VERTICAL WEB VENTURES

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201324077

Q087566002

MERRION OIL & GAS CORP

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201325746

Q087566005

MONEY FOR MINERALS LLC

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201324079

Q087566003

LETTERMAN XXXXX HOLDINGS 1 LP

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201324080

Q087566004

GAK MARKETING INC

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201324084

Q092001000

XXXXXXX X XXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201325513

Q087588000

XXXXX X XXXXXXXXX ET VIR

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201325753

Q093362000

XXXXXXX X XXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400432

Q091965000

XXXXXXX X XXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201401365

Q087590000

XXXX XXXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201327084

Q087598000

XXXXXX X XXXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201317210

Exhibit B-1, Page 3 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

Q087609000

XXXXXX X XXXXXX XX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201325514

Q087625000

XXXXX X XXXXXXXX XXXXXXXXX FKA XXXXX L

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201325515

Q092046000

XXXXXX XXXXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201335504

Q091984000

XXXXXX XXXXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201401523

Q091989000

XXXXX X XXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400433

Q091991000

XXXX X XXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400437

Q092394001

XXXX XXXXXXX XXXXXXXX ET VIR

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400581

Q092394002

XXXXX XXXX XXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400583

Q087662001

XXXXXXXX X XXXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201330833

Q087670000

XXXXXXX X XXXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201333084

Q097650000

PLEASANT GROVE CEMETERY ASSOCIATION OF WASHINGTON

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400974

Q092305000

PLEASANT GROVE BAPTIST CHURCH

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201402049

Q092312001

XXXXX XXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400594

Q092312002

XXXXXX XXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400927

Q092312003

XXXXX XXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400595

Q092312004

XXXXX X XXXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400933

Q092312005

THE CIAFFONI FAMILY IRREVOCABLE TRUST DATED JULY 2

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400934

Q092312006

XXXXXX X XXXXX ET VIR

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400704

Q092312007

XXXXXXX X XXXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201400598

Q092312008

THE XXXXXXX XXXXX XXXXXX TRUST BY XXXXXX X X

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201402209

Q092312009

XXXXXX X XXXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201402545

Q092312010

XXXXXX FAMILY TRUST XXXXXX X XXXXXX AND DUAN

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201410996

Q090115000

XXXXXXX X XXXXXX ET UX

XXXX PROPERTY SERVICES PENN LP

Washington

East Xxxxxx

201019976

Q093191000

XXXXXXX X XXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201401665

Q092377001

XXXX X XXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201411250

Q092377002

XXXXXXXX XXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201409327

Q092377003

XXXXXX XXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201409333

Q092377004

XXXXXX XXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201411003

Q092377005

XXXXX XXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201409335

Q092377006

XXXX X XXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201409338

Q092394003

XXXXXXX XXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201401525

Q092394008

XXXXXXX X XXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201405611

Q092394009

XXXXXX X XXXXXX ET AL

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201416740

Q092394004

XXXXXXXX XXXXX FKA XXXXX XXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201406575

Q092394010

XXXXXXX R POST ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201415785

Q092394011

XXXXXXX XXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201414768

Q092394005

XXXXX XXXXX POST

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201407146

Q092394006

XXXXXX X XXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201411006

XXXXXXX XXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

Q095102000

XXXXXX XXXXX XXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201404605

Q092436000

XXXXXXXX X XXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201401526

Q095104000

EMMA XXXXXXXXX XXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201411015

Q095105000

XXXXXXXX X XXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201407147

Q093462000

XXXXXX X XXXXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201413802

Q092445000

XXXX X XXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201411017

Q093873000

XXXXXXX X XXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201411024

XXXX XXXXX

XXXX PROPERTY SERVICES PENN LP

Washington

East Xxxxxx

201119331

Exhibit B-1, Page 4 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

Q095109000

FULL GOSPEL ROADSIDE CHAPEL EVANGELISTIC ASSOCIATION

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201411965

Q093804002

XXXX XXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201411031

Q093804001

XXXXXX XXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201416739

Q093476000

XXXXXX XXXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201414767

Q091476000

XXXXXXXX XXXXXXX ET UX

EQT PRODUCTION COMPANY

Washington

East Xxxxxx

201408154

Q098718000

XXXXX XXXXXX XXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201516765

XXXXXXX X XXXXXXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201521331

XXXX X XXXXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201521338

XXXX XXXXXXXXX XXXXXXXX ET AL

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201530797

Q093487000

XXXXX X XXXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201421863

Q095110000

XXXXXXX X XXXXXXXXXXX ET AL

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201410997

Q097802000

XXXXXXX X XXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201424784

Q098726000

XXXXXXX XXXXX XXXX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201433838

Q097803000

XXXXX XXXXXXXXXXXX XX ET AL

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201424067

XXXXXX XXXXX XX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201515081

XXXXX X XXXXXX ET UX

CNX GAS COMPANY LLC

Washington

East Xxxxxx

201516770

Q089840000

XXXX X XXXX XX

EQT PRODUCTION COMPANY

Washington

East Xxxxxx

201407579

Q090106000

XXXXX X XXXXXXX ET UX

RANGE RESOURCES-APPALACHIA LLC

Washington

East Xxxxxx

200907486

Q090110000

000000

XXXX X XXXXXXX

RANGE RESOURCES APPALACHIA LLC

Washington

East Xxxxxx

200907484

Q090057000

XXXXX X XXXXXXX

RANGE RESOURCES APPALACHIA LLC

Washington

East Xxxxxx

200907485

Q090089000

XXXX X XXXXXXX ET UX

RANGE RESOURCES APPALACHIA LLC

Washington

East Xxxxxx

201103457

Q090094000

XXXXXX X XXXXX ET UX

RANGE RESOURCES APPALACHIA LLC

Washington

East Xxxxxx

201038869

Q089990000

XXXX X XXXXXXX ET UX

XXXX PROPERTY SERVICES PENN LLC

Washington

East Xxxxxx

200916127

Q090093000

XXXXX X XXXXXXX

XXXX PROPERTY SERVICES PENN LLC

Washington

East Xxxxxx

200903667

XXXXXX XXXXXX & XXXXXXXXX XXXXXX

RANGE RESOURCES - APPALACHIA LLC

Washington

East Xxxxxx

200912678

G XXXXX XXXXXXX ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

East Xxxxxx

200918476

XXXX X XXXXXX ET UX

EQT PRODUCTION COMPANY

Washington

East Xxxxxx

201335663

XXXXX X XXXXXX ET UX

EQT PRODUCTION COMPANY

Washington

East Xxxxxx

201335655

XXXXX X XXXXXXX XX. ET UX

EQT PRODUCTIONS COMPANY

Washington

East Xxxxxx

201414562

XXXXXXX X XXXXXX ET UX

RANGE RESOURCES -APPALACHIA LLC

Washington

East Xxxxxx

201019192

XXXXXXXX X XXXXXX

XXXX PROPERTY SERVICES PENN LLC

Washington

East Xxxxxx

200903670

XXXXX X XXXXXXXX ET UX

XXXX PROPERTY SERVICES PENN LP

Washington

East Xxxxxx

201019974

XXXXXXX X XXXX

XXX ENERGY INC

Washington

East Finley

201019518

FRANK A PHILLIPS JR ET UX

DALE PROPERTY SERVICES PENN LP

Washington

East Finley

201020282

DONALD J LOGUE ET AL

EQT PRODUCTION COMPANY

Washington

East Finley

201419186

Q091469000

GABRIELLA R BUSHMIRE ET VIR

EQT PRODUCTION COMPANY

Washington

East Finley

201423691

Q089818000

JOHN P BALDWIN ET UX

DALE PROPERTY SERVICES PENN LLC

Washington

East Finley

200916110

GAIL T FURMANEK ET UX

CHIEF EXPLORATION & DEVELOPMENT LLC

Washington

East Finley

200932417

255282000

DONALD J LOGUE ET UX

CNX GAS COMPANY LLC

Washington

East Finley, Morris

201216469

072532

BULL, BETTY C

CONSOL PA COAL COMPANY

Washington

East Finley, Morris

200605014

Q098765000

MM-MARCELLUS-HBP1 LP

CNX GAS COMPANY LLC

Washington

East Finley, Morris

201433273

JAY L JEPSON

CHIEF EXPLORATION & DEVELOPMENT LLC

Washington

East Finley, Morris

200914535

MARLA JANE FRANCIS

CHIEF EXPLORATION & DEVELOPMENT LLC

Washington

East Finley, Morris

200914576

LAUREN JEPSON HIGDON

CHIEF EXPLORATION & DEVELOPMENT LLC

Washington

East Finley, Morris

200914575

ERIC JEPSON

CHIEF EXPLORATION & DEVELOPMENT LLC

Washington

East Finley, Morris

200914572

DARREN H JEPSON

CHIEF EXPLORATION & DEVELOPMENT LLC

Washington

East Finley, Morris

200914534

Q098824000

VENABLE ROYALTY LTD ET AL

CNX GAS COMPANY LLC

Washington

East Finley, Morris

201507630

268007

CONSOLIDATION COAL COMPANY

CONSOL PA COAL COMPANY

Washington

East Finley, Morris, South Franklin

2313

387

002116

Exhibit B-1, Page 5 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

Q091995025

COMMONWEALTH OF PA PA GAME COMMISSION

CNX GAS COMPANY LLC

Washington

East Finley, Morris, South Franklin

201421862

Q096710000

ESTATE OF DORIS ROGERS

CONSOL PA COAL COMPANY

Washington

East Finley, South Franklin

200425709

Q087399001

BARBARA ANN LEMASTERS

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201302020
201307917

Q087399002

PAUL W SHRIVER

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201307921
201402023

Q087399003

DANIEL L SHRIVER AKA DANIEL LEE SHRIVER

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201307922
201402037

Q087399004

RONALD B SHRIVER AKA RONNIE BERYL SHRIVER

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201307923
201402039

Q087399005

SUSANNA M SHRIVER AKA SUSANNA MARIE SHRIVER

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201308037
201402085

Q087399006

THOMAS J SHRIVER AKA THOMAS JOE SHRIVER

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201307925

Q087399007

MARY K DAY

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201314449

Q087399008

KYLE STAHL

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201314455

Q087399009

BRANDI GOESER

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201314458

Q087399010

SUE E STAHL

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201314459

Q087399011

PAUL DAY

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201316499

Q087399012

MICHELLE ALLEN

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201316500

Q087399013

KAREN D CALLAHAN

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201316501

Q087399014

LUTHER E DAY AKA LUTHER EUGENE DAY

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201316502

Q087399015

DONALD W PHILLIPS ET UX

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319287

Q087399016

HELEN P GRANDEL ET VIR

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319290

Q087399017

ETHEL IRENE RYAN

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319291

Q087399018

LOIS PHILLIPS

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319292

Q087399019

CRAIG S DAY

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201316507

Q087399020

DENISE DRISCOLL

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201316509

Q087399040

ERIN CALLAHAN

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201316512
201402164

Q087399021

DEBERAH A BRUMFIELD AKA DEBERAH ANNE BRUMFIELD

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201316513

Q087399022

CINDY L ENGLISH

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319940

Exhibit B-1, Page 6 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

Q087399023

STEVE STAHL

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201314476

Q087399024

DAON HOFFMAN

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319943

Q087399025

JACK ENGLISH

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319945

Q087399026

PADRAIC CALLAHAN

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201316514

Q087399028

MARK PHILLIPS

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319947

Q087399027

ERIC M DAY

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319953

Q087399029

SCOTT R DAY

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319959

Q087399033

BOB BRUMFIELD

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201316515

Q087399030

CLEA CADHAM

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201319663

Q087399041

MATTHEW GREENE

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201335454

Q087399042

PATRICIA COUNTRYWOOD

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201420781

Q087399043

PAMELA J WOODWARD

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201420783

Q087399031

JACQUI RUPPEL

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201325509

Q087399032

KERRY SPROLES

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201333080

Q087399035

DUANE DAY

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201327082

Q087399034

RUTH ANN DAY

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201325510

Q087399037

JOHN EDWIN DAY

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201400865

Q087399038

COLLEEN YOUNG

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201400424

Q087399039

MELISSA JAYNE DAY

CNX GAS COMPANY LLC

Washington

East Finley, South Franklin

201400426

389471

ALLISON, JONATHAN

CONSOL PA COAL COMPANY

Washington

East Finley, West Finley

2478

157

001061

Q069705000

JAMES L WATSON III

RANGE RESOURCES - APPALACHIA LLC

Washington

Monongahela

201000940

260304000

260304-000

THOMAS COFFIELD ET UX

CNX GAS COMPANY LLC

Washington

Morris

201036158

LW1465

WILLIAM M AULD ET UX

THE MANUFACTURERS LIGHT AND HEAT COMPANY

Washington

Morris

431

630

HIRAM DAY

J C JOHNSON

Washington

Morris

740

421

000000

KAREN S HUCKO ET VIR

CNX GAS COMPANY LLC

Washington

Morris

201238877

LW-1464

JOHN B ANDREW ET UX

THE MANUFACTURERS LIGHT AND HEAT COMPANY

Washington

Morris

398

401

255010000

255010-000

DALE NASER

CNX GAS COMPANY LLC

Washington

Morris

200935649

255020000

255020-000

BERNICE L LOUGHMAN

CNX GAS COMPANY LLC

Washington

Morris

200938729

255035001

255035-001

DEBORAH J FULARZ ET AL

CNX GAS COMPANY LLC

Washington

Morris

201029309

255058-000

KEITH GORBY ET UX

CNX GAS COMPANY LLC

Washington

Morris

201009733

255061-000

JAMES WILSON ET UX

CNX GAS COMPANY LLC

Washington

Morris

201018123

Q096521000

255174-000

SAM MARINO ET AL

CNX GAS COMPANY LLC

Washington

Morris

201123938

Exhibit B-1, Page 7 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

268021

BENTZ, ROBERT J, SR & BETTY LOU

CONRHEIN COAL COMPANY

Washington

Morris

2569

516

072486

DEEMER, LARRY & GRETCHEN

CONSOL PA COAL COMPANY

Washington

Morris

200424509

LARRY C DEEMER ET UX

CONSOL PA COAL COMPANY

Washington

Morris

200424509

072677

ESTATE OF JOHN C VAN ARSDALE JR

CONSOL PA COAL CO LLC

Washington

Morris

200833415

072698

CALHOUN, WILLIAM R & BEVERLY J

CONSOL PA COAL CO LLC

Washington

Morris

200919588

Q096708000

072701

LUTES, CRAIG & IDA

CONSOL PA COAL CO LLC

Washington

Morris

200921169

072719

LOVETT, LANE P III & LAURA A

CONSOL PA COAL CO LLC

Washington

Morris

200942780

072764

LOUGHMAN, BERNICE L

CONSOL PA COAL CO LLC

Washington

Morris

201025295

072698

CALHOUN, WILLIAM R & BEVERLY J

CONSOL PA COAL CO LLC

Washington

Morris

268003

ROYAL LAND COMPANY

CONSOLIDATION COAL COMPANY

Washington

Morris

LUTES, CRAIG & IDA

CONSOL PA COAL CO LLC

Washington

Morris

255179-000

PAUL O HARDWAY JR ET UX

CNX GAS COMPANY LLC

Washington

Morris

201123941

Q099894002

255181-001

JAMES E EVERLEY

CNX GAS COMPANY LLC

Washington

Morris

201129514

Q099894001

255181-002

JASON TODD EVERLEY

CNX GAS COMPANY LLC

Washington

Morris

201129512

255181-003

DELORES EVERLEY FULLERTON

CNX GAS COMPANY LLC

Washington

Morris

201130738

255183-000

JOYCE PARKS FKA JOYCE BUSH

CNX GAS COMPANY LLC

Washington

Morris

201126501

255190-001

EDGAR NELSON KIGHTLINGER JR

CNX GAS COMPANY LLC

Washington

Morris

201132248

255190-002

EARL S KIGHTLINGER ALSO KNOWN AS EARL SAMUEL KIGHT

CNX GAS COMPANY LLC

Washington

Morris

201132247

Q081234000

255227-001

CYRIL N. WALTHER ET UX

RANGE RESOURCES-APPALACHIA, LLC

Washington

Morris

201000171

Q081226000

255228-001

CYRIL N. WALTHER ET UX

RANGE RESOURCES-APPALACHIA, LLC

Washington

Morris

201118752

255234-000

NANCY E HUNTER ET AL

CNX GAS COMPANY LLC

Washington

Morris

201202965

255241-001

ALICE STREBEL

CNX GAS COMPANY LLC

Washington

Morris

201207462

255241-002

ERMA JEAN THOMAS

CNX GAS COMPANY LLC

Washington

Morris

201206649

255241-003

ELDON D DAY

CNX GAS COMPANY LLC

Washington

Morris

201206654

255241-004

CAROL HILL

CNX GAS COMPANY LLC

Washington

Morris

201213678

255241-005

ELAINE JACKSON

CNX GAS COMPANY LLC

Washington

Morris

201216450

255260-000

ROBERT D LAMPERSKI SR ET UX

CNX GAS COMPANY LLC

Washington

Morris

20120970

Q068707000

PHILLIP R CONKLIN ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201031694

Q068674000

RONALD AND TWILA GOTTSCHALK REVOCABLE LIVING TRUST

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201005071

Q068693000

JOHN P DIBBLE JR ET AL

DALE PROPERTY SERVICES PENN LP

Washington

Morris

201006103

Q068682000

GEORGE R PRICE ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

200814992

Q087379000

REED H CLUTTER

CNX GAS COMPANY LLC

Washington

Morris

201306512

Q087380000

REED H CLUTTER

CNX GAS COMPANY LLC

Washington

Morris

201306513

Q096522000

RICHARD J DESCHAMPS ET UX

CNX GAS COMPANY LLC

Washington

Morris

201307912

Q087397000

J GREGORY MCCLELLAN ET UX

CNX GAS COMPANY LLC

Washington

Morris

201308677

Q098670000

THOMAS E HAYES TRUST DATED OCTOBER 3, 2007

CNX GAS COMPANY LLC

Washington

Morris

201307295

Q087462000

MICHAEL E KLICK ET UX

CNX GAS COMPANY LLC

Washington

Morris

201311381

Q069701001

WILLIAM H ADDLEMAN ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201016491

371256953

MARLYN DORSEY

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201031722

Q069709000

HAROLD H TAYLOR ET AL

RANGE RESOURCES - APPALACIA LLC

Washington

Morris

201023590

Q069711000

C RICHARD KING JR

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

200932445

Q069698000

ROBERT P CROTHERS ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201002302

Q069707000

DOREEN ANN TAYLOR

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201001049

THOMAS R DORSEY

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201033854

Q069697000

ROBERT P CROTHERS JR ET UX

RANGE RESOURCES - APPALACIA LLC

Washington

Morris

201000349

Q069706000

JAMES H TAYLOR ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201002307

Q069690000

WILLIAM A HELMICH JR ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201031703

Q069703000

RUDOLPH G YURKOVICH JR ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201031329

Q069702000

RUDOLPH G YURKOVICH SR ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201031318

Exhibit B-1, Page 8 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

BERNARD F BELL ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201003032

255273-000

DAY CLAN LLC

CNX GAS COMPANY LLC

Washington

Morris

201214453

Q073439000

CAROL ANN JONES

RANGE RESOURCES - APPALACHIA LLC

Washington

Morris

201014645

255276-000

DEREK J DESMOND ET UX

CNX GAS COMPANY LLC

Washington

Morris

201303789

CHRISTOPHER A YOEST ET UX

CNX GAS COMPANY LLC

Washington

Morris

201103298

LW1367D

CHARLES J GOTTSCHALK ET UX

NORTH COAST ENERGY INC

WASHINGTON

Morris

2563

605

Q080067000

255208-000

RICHARD DA WEST GENERAL PARTNER WEST FORK FARM

RANGE RESOURCES APPALACHIA LLC

Washington

Morris, South Franklin

200915289

255212-000

WILLIAM E. HILDEBRAND AND PHYLLIS HILDEBRAND

RANGE RESOURCES - APPALACHIA, LLC

Washington

Morris, South Franklin

200827182

Q089037000

255005-000

EARL E ANDERSON

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201004588

Q081059000

255225-000

REED B. DAY ET AL

RANGE RESOURCES-APPALACHIA, LLC

Washington

Morris, South Franklin

201011682

255231-000

RAY C HUNTER

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201202938

255233-000

NANCY E HUNTER

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201204584

Q091995001

JOHN IRVIN LOUGHMAN

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201400952

Q091995002

LOUISE KING ET VIR

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201400590

Q091995003

MARY ELIZABETH DELSIGNORE

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201400953

Q091995004

RUTH ANN LOUGHMAN

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201400700

Q091995005

GEORGE CEPHAS GRIMES ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201404997

Q091995006

GLENN T HEEP ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201400955

Q091995007

CHARLES B SPEICHER ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201400958

Q091995008

ROBERT V CREPS ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201400960

Q091995009

GLENN TUTTLE ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201400962

Q091995010

PAUL E TUTTLE ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201400964

Q091995011

MARLIN E COMBS ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201409325

Q091995012

JOHN P BALDWIN ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201412059

Q091995013

THOMAS O ROGERS ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201408246

Q091995014

DAVID N RUTT ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201400973

Q091995024

BARBARA B MACPHERSON TRUST

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201333070

Q091995015

EVANGELINE SPANOS KELLAS

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201403446

Exhibit B-1, Page 9 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

Q091995016

KENNETH CANNON ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201407145

Q091995017

BARBARA M CLUTTER

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201408249

Q091995018

KAITLIN L CLUTTER

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201404577

Q091995019

WALLACE MCLAUGHLIN ET UX

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201404580

Q091995026

ADA MCLAUGHLIN AKA ADA M MCLAUGHLIN

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201437917

Q091995020

VICKIE L RITCHIE ET VIR

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201405557

Q091995021

TAMARA HUTCHINSON

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201405558

Q091995022

JOHN BYANT RITCHIE

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201405607

Q091995023

JAMES BRANDON RITCHIE

CNX GAS COMPANY LLC

Washington

Morris, South Franklin

201406572

Q083509000

CULVER BRUCE CARMAN

NOBLE ENERGY INC

Washington

Richhill, West Finley

201415755

Q081600000

255172-000

JUDITH MILLER

CNX GAS COMPANY LLC

Washington

South Franklin

201122758

Q081566000

255173-000

RONALD W LAIPPLE ET UX

CNX GAS COMPANY LLC

Washington

South Franklin

201119370

Q081595000

255175-000

GEORGE E. SILVERS, JR.

CNX GAS COMPANY LLC

Washington

South Franklin

201121667

255176-000

VAUGHN E. HOUSTON

CNX GAS COMPANY LLC

Washington

South Franklin

201124735

Q081423000

255184-000

ANTHONY R. REESE AND HELEN REESE

CNX GAS COMPANY LLC

Washington

South Franklin

201129515

Q081318000

255187-000

STEWART ODELL DAGUE AND MARY JANE DAGUE

CNX GAS COMPANY LLC

Washington

South Franklin

201128437

Q081645000

255191-000

DALE PRYOR

CNX GAS COMPANY LLC

Washington

South Franklin

201129781

Q081602000

255198-000

THE GENE AND EDITH CONKLIN FAMILY CORPORATION

CNX GAS COMPANY LLC

Washington

South Franklin

201128439

Q081034000

255201-000

JACK PETTIT

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

200824912

Q081056000

255202-000

DOMINIC J. WATERS AND JOANNE D. WATERS

RANGE RESOURCES - APPALACHIA, LLC

Washington

South Franklin

200908240

Q081032000

255203-000

LAWRENCE W. SCOTT & MARYLIN V. SCOTT

RANGE RESOURCES - APPALACHIA, LLC

Washington

South Franklin

200913916

255204-000

MARLA L. WEST

RANGE RESOURCES - APPALACHIA, LLC

Washington

South Franklin

201124735

Q081066000

255206-000

NANCY ZITKO

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

201000181

255207-000

MARGARET SUE IREY

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

201003254

255210-000

KELLIE H BAIRD ET VIR

RANGE RESOURCES - APPALACHIA LLC

Washington

South Franklin

201031778

255250-001

MICHAEL R LUCAS ET UX

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

200917495

505012

CLARENCE B VANKIRK

CHRIS STAINBROOK

Washington

South Franklin

639

531

LW1463

LW-1463

JOHN G CLARK

THE PEOPLES LIGHT AND HEAT COMPANY

Washington

South Franklin

233

100

LW1381

LW-1381

ALBERTA IAMS ET AL

OLIVER B CONGER

Washington

South Franklin

549

325

LW1373

LW-1373

WILLIAM W HUNTER ET UX

D M GARRISON

Washington

South Franklin

436

364

TC188

ETTA T ALLISON ET AL

A V LEWIS

Washington

South Franklin

597

595

LW1380

JOHN A DODD ET UX

CARNEGIE NATURAL GAS COMPANY

Washington

South Franklin

599

586

1897415

LW1382

FANNIE M WEIR

W P ELY

Washington

South Franklin

532

372

LW1526

LW-1526

C T DODD

HARRY G CONGER

Washington

South Franklin

574

365

LW1461

LW-1461

C H TRUSSELL

GUFFY AND QUEEN CO

Washington

South Franklin

197

429

072012000

072012-000

FRANK LEWIS ET UX

CNX GAS COMPANY LLC

Washington

South Franklin

200827031

072017000

072017-000

THOMAS R MILLIGAN ET UX

CNX GAS COMPANY LLC

Washington

South Franklin

200817192

255060000

255060-000

GEORGE POSTLETHWAIT ET UX

CNX GAS COMPANY LLC

Washington

South Franklin

201017018

255077000

255077-000

JOHNNY L PIERSON SR

CNX GAS COMPANY LLC

Washington

South Franklin

201014269

255199-000

THE WILLIAM JAMES HUTSON LIVING TRUST

DALE PROPERTY SERVICES PENN, LLC

Washington

South Franklin

200901929

Exhibit B-1, Page 10 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

255200-000

HYSEE L DAY ET UX

THE MANUFACTURERS LIGHT & HEAT COMPANY

Washington

South Franklin

497

197

Q081024000

255205-000

HENRY M STEIN ET UX

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

201003174

255209-000

RONALD E RUSSELL ET UX

RANGE RESOURCES - APPALACHIA, LLC

Washington

South Franklin

201027070

Q081088000

255211-000

LORI LEIGH KOFFLER & MARK A. MOYAR

RANGE RESOURCES - APPALACHIA, LLC

Washington

South Franklin

201038133

255213-000

FRED O RUSSELL ET UX

RANGE RESOURCES - APPALACHIA, LLC

Washington

South Franklin

201124735

255214-000

KENNETH CARL WEIMER & SONDRA M. WEIMER

RANGE RESOURCES - APPALACHIA, LLC

Washington

South Franklin

201124735

Q081113000

255215-000

JOSEPH W SULLA ET UX

RANGE RESOURCES - APPALACHIA, LLC

Washington

South Franklin

201023559

072643

MOLLA, LIVIO A & DOLORES A

CONSOL PA COAL CO LLC

Washington

South Franklin

200801930

072668

ERNEST L CRUMRINE TRUST AGREEMENT

CONSOL PA COAL CO LLC

Washington

South Franklin

200818025

072693

VERNER, IVA JANE S

CONSOL PA COAL CO LLC

Washington

South Franklin

200934512

072711

SALLEE, BRENT E & AMY B

CONSOL PA COAL CO LLC

Washington

South Franklin

200935774

072705

HATFIELD, EARL & MICHELLE MARIE

CONSOL PA COAL CO LLC

Washington

South Franklin

200936348

072715

ESTATE OF GLADYS PIATT

CONSOL PA COAL CO LLC

Washington

South Franklin

200942305

072721

HENRY, CALVIN E & LISA D

CONSOL PA COAL CO LLC

Washington

South Franklin

201008492

072728

MOORE, VERNA F & ROY DANIEL JR

CONSOL PA COAL CO LLC

Washington

South Franklin

201008938

CNX072758

072758

VERNER, DAVID W & CHERYL D

CONSOL PA COAL CO LLC

Washington

South Franklin

569

072748

HOOVER, RONALD L & CORA J

CONSOL PA COAL CO LLC

Washington

South Franklin

201024114

Q098047000

072858

LINDA D HORNER ET VIR

CONSOL PA COAL COMPANY LLC

Washington

South Franklin

201211082

Q098047000

072858

LINDA D HORNER ET VIR

CONSOL PA COAL COMPANY LLC

Washington

South Franklin

201211082

RUE STROHECKER ET UX

CONSOL PA COAL COMPANY LLC

Washington

South Franklin

RUE STROHECKER ET UX

CONSOL PA COAL COMPANY LLC

Washington

South Franklin

255186-000

CARL S. CALABRO

CNX GAS COMPANY LLC

Washington

South Franklin

201129333

Q081659000

255188-001

LARRY D. & TAMMY R. HOUSTON

CNX GAS COMPANY LLC

Washington

South Franklin

201127242

255216-000

NANCY D IRELAND ET VIR

RANGE RESOURCES APPALACHIA LLC

Washington

South Franklin

201031720

Q081878000

255219-000

JAMES D. HOLDEN

CNX GAS COMPANY LLC

Washington

South Franklin

201129783

Q081587000

255223-000

RICK G. & JUDI K. SHIPMAN

CNX GAS COMPANY LLC

Washington

South Franklin

201206383

Q081132000

255226-000

BRUCE PHILLIPS ET UX

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

201031306

Q081236000

255230-000

PHILLIP R. CONKLIN ET UX

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

200713547

Q081480000

255235-000

EDWARD L. KERNS ET UX

CNX GAS COMPANY LLC

Washington

South Franklin

201132138

Q081656000

255236-000

JOHN D FRYE

CNX GAS COMPANY LLC

Washington

South Franklin

201204589

255237-000

RANDALL D FRYE ET UX

CNX GAS COMPANY LLC

Washington

South Franklin

201206449

Q081584001

255238-001

RANDALL D FRYE ET UX

CNX GAS COMPANY LLC

Washington

South Franklin

201204594

Q081654000

255239-000

JOHN M. LINDLEY, SUCCESSOR TRUSTEES OF THE TESAMEN

CNX GAS COMPANY LLC

Washington

South Franklin

201206384

Q081905000

255243-000

CLIFFORD T WRIGHT ET AL

CNX GAS COMPANY LLC

Washington

South Franklin

201206447

Q089129000

255244-001

WILLIAM J SMITH ET UX

DALE PROPERTY SERVICES PENN, LLC

Washington

South Franklin

200907073

Q081198000

255245-000

RICHARD D. MCCLELLAND ET UX

DALE PROPERTY SERVICES PENN, LLC

Washington

South Franklin

200913749

Q080937000

255247-000

BEVERLY BURNS MORGAN

RANGE RESOURCES APPALACHIA LLC

Washington

South Franklin

200827207

Q081213000

255251-001

JAMES W. MALOY ET UX

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

201130864

Q081171000

255252-000

ARTHUR P RICHARDSON ET UX

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

201014855

Q080942000

255253-000

BRIAN HUGHES ET UX

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

201023569

Q081408000

255256-000

BETHEL PRESBYTERIAN CHURCH

CNX GAS COMPANY LLC

Washington

South Franklin

201210968

Q080851000

255257-000

DORIS H. RUSH

RANGE RESOURCES-APPALACHIA, LLC

Washington

South Franklin

201014947

Q087220000

WILLIAM J ALDERSON ET UX

CNX GAS COMPANY LLC

Washington

South Franklin

201230001

Q087257000

WILLIAM J ALDERSON ET UX

CNX GAS COMPANY LLC

Washington

South Franklin

201319607

Q081197000

225246-000

ELIZABETH D YOUNG ET AL

J B NUSS & C C NUSS

Washington

South Franklin

559

366

Q087574000

DEBRA A BARNHART FKA DEBRA SEIBERT

CNX GAS COMPANY LLC

Washington

South Franklin

201323397

Q096509000

TRUDY KLEPSIC REVOCABLE TRUST

RANGE RESOURCES APPALACHIA LLC

Washington

South Franklin

201015774

Q098686000

PAUL D KWIECINSKI ET UX

RANGE RESOURCES APPALACHIA LLC

Washington

South Franklin

201014785

Q090105001

ROBERT E REIHNER

RANGE RESOURCES-APPALACHIA LLC

Washington

South Franklin

201024187

Q090096000

HARLAN L CUMMINS ET UX

RANGE RESOURCES - APPALACHIA LLC

Washington

South Franklin

201016479

Exhibit B-1, Page 11 of 152


NBL #	LEGACY NUMBER	LESSOR	ORIGINAL LESSEE	ST	COUNTY	DISTRICT	BOOK	PAGE	INST. NO.	DevCo
Q090114000		ANDREW D SNEDEKER	RANGE RESOURCES - APPALACHIA LLC	PA	Washington	South Franklin			201031332	1
		RICHARD P SIKORA ET UX	DALE PROPERTY SERVICES PENN LP	PA	Washington	South Franklin			201023322	1
Q085736000		WEST FINLEY VOLUNTEER FIRE DEPARTMENT	NOBLE ENERGY INC	PA	Washington	Washington			201427014	1
	255016-000	JOSEPH WILLIAM SPINE ET UX	CNX GAS COMPANY LLC	PA	Washington	West Finley			200940475	1
	255034-000	G J MARINCHAK ET UX	CNX GAS COMPANY LLC	PA	Washington	West Finley			201009741	1
Q091642000	255070-000	RICHARD H WATKINS ET UX	CNX GAS COMPANY LLC	PA	Washington	West Finley			201010593	1
255079000	255079-000	ROBERT KEEFER ET AL	CNX GAS COMPANY LLC	PA	Washington	West Finley			201008522	1
255134002	255134-002	FRANCES C. DESANTIS	CNX GAS COMPANY LLC	PA	Washington	West Finley			201103294	1
255134003	255134-003	MABEL L MALONE AKA MABEL MALONE	CNX GAS COMPANY LLC	PA	Washington	West Finley			201103288	1
255136001	255136-001	MARY JO REYNOLDS	CNX GAS COMPANY LLC	PA	Washington	West Finley			201306108 201031923	1
255136002	255136-002	FRANCIS C. DESANTIS	CNX GAS COMPANY LLC	PA	Washington	West Finley			201103296	1
255136003	255136-003	MABEL L MALONE	CNX GAS COMPANY LLC	PA	Washington	West Finley			201103292	1
255159000	255159-000	DOROTHY M CLUTTER	CNX GAS COMPANY LLC	PA	Washington	West Finley			201103843	1
	255193-000	LEE RONALD STOLLAR	CNX GAS COMPANY LLC	PA	Washington	West Finley			201200326	1
	255295-000	JOHN A SWART ET AL	CNX GAS COMPANY LLC	PA	Washington	West Finley				1
3025986	3025986	HAROLD D FRYE ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1262	95		1
3021028	3021028	HERBERT DOUGHERTY ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1171	373		1
3025987	3025987	W M HARSH ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1176	425		1
3025994	3025994	CHARLES E CLUTTER ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1267	712		1
3026004	3026004	RELLA V CUNNINGHAM ET VIR	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1041	559		1
3022419	3022419	DELLA M WALLACE ET AL	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1274	999		1
3030438	3030438	WILLIAM M GRIMES ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1056	287		1
3026003	3026003	FRANK B MCCLELLAN ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1133	525		1
3025993	3025993	WILLIAM H TEETER ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1267	704		1
3029717	3029717	NELLIE H CLUTTER ET VIR	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1278	325		1
3025974	3025974	THELMA W PHELAN ET AL	COLUMBIA GAS TRANSMISSION CORPORATION	PA	Washington	West Finley	1425	192		1
3019414	3019414	W M HARSH ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1245	737		1
3026005	3026005	FLOSSIE NELSON STEELE	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1226	304		1
3031616	3031616	CURLESS NEWLAND ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1162	381		1
3022506	3022506	WILLIAM G MILLIKEN ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1269	325		1
3030437	3030437	LOTTIE J RAYMER	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1056	283		1
3021966	3021966	DESSIE G RICHEY	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1251	431		1
3021667	3021667	HAROLD D ARCHER ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1227	325		1
3021027	3021027	H D ARCHER ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1160	565		1
3025989	3025989	G O FRYE ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1268	1112		1
3022631	3022631	SALEM M E CHURCH	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1271	436		1
3021305	3021305	CHARLES R MILLIKEN ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1194	141		1
3029716	3029716	NELLIE H CLUTTER ET VIR	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1278	330		1
3026025	3026025	J B WHITEMAN ET UX	WESTERN PENN GAS COMPANY	PA	Washington	West Finley	377	269		1
3021507	3021507	J R ARCHER ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1200	635		1
3021508	3021508	J R ARCHER ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1200	631		1
3021719	3021719	G N DAGUE ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1077	441		1
3022507	3022507	LOTTIE J RAYMER	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1267	708		1
3025859	3025859	WARD E GAMBLE ET AL	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1146	225		1
3025972	3025972	ROBERT O FRYE ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1126	460		1
3025975	3025975	NELLIE E WALLACE	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PA	Washington	West Finley	1318	413		1
389523	389523	MARGARET J IREY	NINEVAH COAL COMPANY	PA	Washington	West Finley				1
255006000	255006-000	PAUL C PRYOR JR	CNX GAS COMPANY LLC	PA	Washington	West Finley			200934176	1
255012001	255012-001	RICHARD K GRIMM ET UX	CNX GAS COMPANY LLC	PA	Washington	West Finley			200935650	1
255014000	255014-000	WALTER J FURMANEK II ET UX	CNX GAS COMPANY LLC	PA	Washington	West Finley			200937538	1
255018000	255018-000	MICHAEL REBARNICK ET UX	CNX GAS COMPANY LLC	PA	Washington	West Finley			200940474	1

Exhibit B-1, Page 12 of 152


NBL #	LEGACY NUMBER	LESSOR	ORIGINAL LESSEE	ST	COUNTY	DISTRICT	BOOK	PAGE	INST. NO.	DevCo
255065001	255065-001	RAYNOR HARKER	CNX GAS COMPANY LLC	PA	Washington	West Finley			201008520	1
255065002	255065-002	MARY JANE CASTLE	CNX GAS COMPANY LLC	PA	Washington	West Finley			201009023	1
255065003	255065-003	TERESA M AMEEN	CNX GAS COMPANY LLC	PA	Washington	West Finley			201016651	1
255086000	255086-000	DAVID CELKO	CNX GAS COMPANY LLC	PA	Washington	West Finley			201011414	1
255105001	255105-001	DANA ALEXANDRA BUCHANAN AND ALAN MCLEAN BUCHANAN	CNX GAS COMPANY LLC	PA	Washington	West Finley			201029266	1
255105002	255105-002	MABEL MONTGOMERY	CNX GAS COMPANY LLC	PA	Washington	West Finley			201024906	1
255105003	255105-003	JAMES A HADDOW, ATTORNEY IN FACT FOR FLORA M. GRE	CNX GAS COMPANY LLC	PA	Washington	West Finley			201024444	1
255127000	255127-000	ALICE D. & ALICE EVELYN STOCK	CNX GAS COMPANY, LLC	PA	Washington	West Finley			201105769	1
255134001	255134-001	MARY JO REYNOLDS	CNX GAS COMPANY LLC	PA	Washington	West Finley			201031925	1
255135001	255135-001	MARY JO REYNOLDS	CNX GAS COMPANY LLC	PA	Washington	West Finley			201034367	1
255135002	255135-002	FRANCES C. DESANTIS	CNXGAS COMPANY LLC	PA	Washington	West Finley			201103295	1
255135003	255135-003	MABEL L. MALONE	CNXGAS COMPANY LLC	PA	Washington	West Finley			201103291	1
255137001	255137-001	MARY JO REYNOLDS	CNX GAS COMPANY LLC	PA	Washington	West Finley			201031919	1
255137002	255137-002	FRANCIS C. DESANTIS	CNX GAS COMPANY LLC	PA	Washington	West Finley			201103297	1
255137003	255137-003	MABEL L. MALONE	CNX GAS COMPANY LLC	PA	Washington	West Finley			201103293	1
389523	389523	MARGARET J IREY	NINEVAH COAL COMPANY	PA	Washington	West Finley				1
	389424	DEAR, ROY C JR	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2397	389		1
389427	389427	SCHULTZ, EDITH & EDWARD	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2400	53	003459	1
	389444	DEMEO, JAMES & DOLORES	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2416	172		1
389446	389446	SUMMERFIELD, OLIVE M SHILLING	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2420	191	014343	1
	389448	CLUTTER, HERBERT AND; HUGHES, MILDRED B, EXECUTORS	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2423	585		1
389453	389453	GRAHAM, MARSHALL E & MARY C	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2433	497	021815	1
389455	389455	ANDERSON, KATHERINE	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2433	324		1
	389456	ELSTNER, ROY A & MARY A	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2454	93		1
389460	389460	DECKER, DUANE S & SANDRA L	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2437	278	001165	1
389461	389461	GILLILAND, THOMAS M JR; CHRISTY, KATHLEEN	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2439	474	002360	1
	389464	FRYE, CECIL E JR & DOLORES A	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2449	556		1
389479	389479	GRAHAM, MARSHALL E & MARY C	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2469	500	020126	1
389493	389493	LONIE, JOHN ROY; JOHNSON, EDWARD A & WILMA D	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2483	328	004341	1
	389501	NEWLAND, MARY E	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2514	239		1
	389502	BRADDOCK, ROBERT M	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2514	243		1
	389514	CHURCH, HAROLD F & ANN G; CHURCH, MABEL	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2521	49		1
	389521	ALLUM, BLAINE E & ANNE	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2512	469		1
	389524	IREY, MARGARET J; IREY, JAMES F	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2515	641		1
389526	389526	SCHERICH, CHARLES E & LINDA; SCHERICH, ROBERT D &	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2516	527	029361	1
389527	389527	SCHERICH, CHARLES & LINDA	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2516	532	029362	1
	389528	NEWLAND, GEORGE B, ESTATE; MARY E NEWLAND, ET AL,	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2522	340		1
389529	389529	MAHAN, JAY A	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2517	309	029952	1
389543	389543	WATKINS, DOROTHY J, ESTATE	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2543	232	017014	1
389548	389548	CHARLTON, PATRICIA ANN	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2538	252	013569	1
	389554	MCADOO, DANIEL R	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2548	630		1
389567	389567	COX, LLOYD L, JR & RUTH H	CONSOL PA COAL COMPANY	PA	Washington	West Finley	2563	347	031844	1
389426		ENOCH S STUDLEY ET UX	CONSOL PA COAL COMPANY ET AL	PA	Washington	West Finley	2400	553	004025	1

Exhibit B-1, Page 13 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

389473

RICHARD H WATKINS ET UX

CONSOL PA COAL COMPANY & RHEINBRAUN US CORPORATION

Washington

West Finley

2467

105

018735

389475

ESTATE OF GAIL SPROWLS CLUTTER

NINEVEH COAL COMPANY & RHEINBRAUN US CORPORATION

Washington

West Finley

2468

335

019449

389476

WILLIAM C HUNTER ET UX

CONSOL PA COAL COMPANY & RHEINBRAUN US CORPORATION

Washington

West Finley

2462

128

015928

389477

HORSESHOE RIDGE INC ET AL

CONSOL PA COAL COMPANY & GREENON COAL

Washington

West Finley

2486

499

006785

389490

CRAIG W HUNTER ET UX

CONSOL PA COAL COMPANY & GREENON COAL COMPANY

Washington

West Finley

2482

583

003812

389545

BERNARD J HENRICH ET UX

CONSOL PA COAL COMPANY & GREENON COAL

Washington

West Finley

2539

244

014332

625182

JANE EARLIWINE ET AL

CONSOLIDATION COAL COMPANY

Washington

West Finley

3455

038308

389505

FIELDS, DONALD M; CLUTTER, HERBERT L

CONSOL PA COAL COMPANY

Washington

West Finley

389516

ZARVIS, JOSEPHINE

CONSOL PA COAL COMPANY

Washington

West Finley

389532

NEWLAND, GREG C & MINNIE S

CONSOL PA COAL COMPANY

Washington

West Finley

389559

WATKINS, MARK J & JENIFER

CONSOL PA COAL COMPANY

Washington

West Finley

389560

WATKINS, DANIEL W & VIRGINIA A

CONSOL PA COAL COMPANY

Washington

West Finley

389520

BLAINE E ALLUM ET UX

Washington

West Finley

389522

BLAINE E ALLUM ET UX

Washington

West Finley

389540

CLYDE R TRAVIS ET UX

Washington

West Finley

389511

CHARLES E HUGHES ET UX

Washington

West Finley

Q077415049

JACK EDGAR AKA JOHN H EDGAR ET UX

CNX GAS COMPANY LLC

Washington

West Finley

201302087

Q077415050

IDA JANE PLANCE ET VIR

CNX GAS COMPANY LLC

Washington

West Finley

201302305

Q077415051

J ALBERT RYBURN ET UX

CNX GAS COMPANY LLC

Washington

West Finley

201302306

Q077415053

HELEN FELL ET VIR

CNX GAS COMPANY LLC

Washington

West Finley

201305345

BARBARA MCCRACKEN

CNX GAS COMPANY LLC

Washington

West Finley

201302088

Q077415054

DONALD E RAYBURN ET UX

CNX GAS COMPANY LLC

Washington

West Finley

201305346

Q077415048

WILLIAM RAY EDGAR ET UX

CNX GAS COMPANY LLC

Washington

West Finley

201319666

Q077415042

ROBERT K HAUSER

CNX GAS COMPANY LLC

Washington

West Finley

201319509

Q077415043

HOWARD E BROWNLEE ET UX

CNX GAS COMPANY LLC

Washington

West Finley

201319511

Q077415044

CHARLES R EDGAR

CNX GAS COMPANY LLC

Washington

West Finley

201319516

Q091243000

RELL CORPORATION

CNX GAS COMPANY LLC

Washington

West Finley

201303042
201331102

Q069655000

ROY A ELSTNER

RANGE RESOURCES - APPALACHIA LLC

Washington

West Finley

200910289

Q092362001

JAMES A BURIG

CNX GAS COMPANY LLC

Washington

West Finley

201400714

Q092362002

WILLIAM BURIG

CNX GAS COMPANY LLC

Washington

West Finley

201400715

Q092362003

DOUGLAS E BURIG

CNX GAS COMPANY LLC

Washington

West Finley

201400956

3021025

RALPH H DAGUE ET UX

THE MANUFACTURERS LIGHT AND HEAT COMPANY

Washington

West Finley

3026314

ROBERT S HARTZELL ET UX

THE MANUFACTURERS LIGHT & HEAT COMPANY

Washington

West Finley

1274

985

3026584

W L WINNETT ET UX

THE MANUFACTURERS LIGHT & HEAT COMPANY

Washington

West Finley

1127

492

3025995

MARY A GRINAGE

THE MANUFACTURERS LIGHT AND HEAT COMPANY

Washington

West Finley

1143

543

3025990

CHARLES E HUGHES ET UX

THE MANUFACTURERS LIGHT AND HEAT COMPANY

Washington

West Finley

1262

100

3025991

CHARLES E HUGHES ET UX

THE MANUFACTURERS LIGHT AND HEAT COMPANY

Washington

West Finley

1271

441

3025992

N ROSS SPROWLS ET UX

THE MANUFACTURERS LIGHT AND HEAT COMPANY

Washington

West Finley

1135

184

Q074426000

RONALD L SWART ET UX

NOBLE ENERGY INC

Washington

West Finley

201309940

RONALD L SWART ET UX

NOBLE ENERGY INC

Washington

West Finley

201309940

JAMES E MCCLOY ET AL

CNX GAS COMPANY LLC

Washington

West Finley

201516768

JAMES E MCCLOY ET AL

CNX GAS COMPANY LLC

Washington

West Finley

201516769

Q088351000

CHARLES TESLOVICH

J J OIL & GAS INCORPORATED

Washington

West Finley

200933206

Q098287000

WEST FINLEY LAND VENTURES LP

DALE PROPERTY SERVICES PENN LP

Washington

West Finley

201002020

Q088347000

ROBERT E FOFLYGEN

DALE PROPERTY SERVICES PENN LP

Washington

West Finley

200937585

Q088361000

JAMES T STRETAVSKI

RANGE RESOURCES APPALACHIA LLC

Washington

West Finley

200940745

Q088364000

ADAM SCHWEITZER ET UX

RANGE RESOURCES APPLACHIA LLC

Washington

West Finley

200907491

Exhibit B-1, Page 14 of 152

NBL #

LEGACY NUMBER

LESSOR

ORIGINAL LESSEE

COUNTY

DISTRICT

BOOK

PAGE

INST. NO.

DevCo

Q080816003

LINDA CLOVIS

RANGE RESOURCES APPLACHIA LLC

Washington

West Finley

201420383

Q088335000

GREGORY D ZOZULA ET UX

RANGE RESOURCES APPALCHIA LLC

Washington

West Finley

201405190

Q088318000

CHARLES T PETTIT JR

RANGE RESOURCES APPALACHIA LLC

Washington

West Finley

201336446

Q077415002

EDWIN LOUIS TRAVERS ET UX

NOBLE ENERGY INC

Washington

West Finley

201331606

Q077415003

BETTY LEE GRIBBEN

NOBLE ENERGY INC

Washington

West Finley

201338264

Q077415006

J ALBERT RYBURN ET UX

NOBLE ENERGY INC

Washington

West Finley

201413085

Q077415040

NEIL H ULLOM ET UX

NOBLE ENERGY INC

Washington

West Finley

201407868

Q077415041

HEIRS OF JOHN HP SMITH

NOBLE ENERGY INC

Washington

West Finley

201407869

Q077415004

IDA JANE PLANCE ET VIR

NOBLE ENERGY INC

Washington

West Finley

201414033

Q077415005

JOHN H EDGAR ET UX

NOBLE ENERGY INC

Washington

West Finley

201414025

Q077415007

REBECCA BROWNLEE MCCLELLAND

NOBLE ENERGY INC

Washington

West Finley

201422111

Q077415008

SUSAN BROWNLEE HUMPHREYS ET VIR

NOBLE ENERGY INC

Washington

West Finley

201415817

Q077415009

ROBERT KEITH HAUSER

NOBLE ENERGY INC

Washington

West Finley

201415754

Q077415010

SKB MINERAL INTERESTS LLC

NOBLE ENERGY INC

Washington

West Finley

201422113

Q077415011

WILLIAM DENNY BROWNLEE III ET UX

NOBLE ENERGY INC

Washington

West Finley

201421330

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Table of Contents

FIRST AMENDED AND RESTATED GATHERING AGREEMENT dated as of December 1, 2016 by and between NOBLE ENERGY, INC., as Shipper, and CONE MIDSTREAM OPERATING COMPANY LLC, CONE MIDSTREAM DEVCO I LP, CONE MIDSTREAM DEVCO II LP, and CONE MIDSTREAM DEVCO III...