0001193125-14-431364 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RICE ENERGY APPALACHIA, LLC
Limited Liability Company Agreement • December 3rd, 2014 • Rice Drilling B LLC • Crude petroleum & natural gas • Delaware

This Limited Liability Company Agreement (this “Agreement”), dated effective as of January 29, 2014, is made by and between Rice Energy Appalachia, LLC, a Delaware limited liability company (the “Company”), and Rice Energy Inc., a Delaware limited liability company, as the sole member of the Company (the “Sole Member”).

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LIMITED LIABILITY COMPANY AGREEMENT OF RICE ENERGY MARKETING LLC a Delaware limited liability company
Limited Liability Company Agreement • December 3rd, 2014 • Rice Drilling B LLC • Crude petroleum & natural gas • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 10, 2014 (this “Agreement”), is adopted, executed and agreed to by Rice Energy Appalachia, LLC, a Delaware limited liability company (the “Sole Member”).

OPERATING AGREEMENT OF RICE POSEIDON MIDSTREAM LLC
Operating Agreement • December 3rd, 2014 • Rice Drilling B LLC • Crude petroleum & natural gas • Delaware

THIS OPERATING AGREEMENT (this “Agreement”), effective as of May 23, 2013 (the “Effective Date”), is entered into by Rice Drilling B LLC, a Delaware limited liability company, as the sole member (the “Member”) of Rice Poseidon Midstream LLC, a Delaware limited liability company (the “Company”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALPHA SHALE RESOURCES, LP a Delaware limited partnership
Agreement • December 3rd, 2014 • Rice Drilling B LLC • Crude petroleum & natural gas • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of January 29, 2014 (this “Agreement”), is adopted, executed and agreed to by Alpha Shale Holdings, LLC, a Delaware limited liability company, as General Partner, and Rice Drilling C, LLC, a Pennsylvania limited liability company, as Limited Partner.

RICE ENERGY INC. SUPPLEMENTAL INDENTURE Dated as of November 10, 2014 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
Supplemental Indenture • December 3rd, 2014 • Rice Drilling B LLC • Crude petroleum & natural gas • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 10, 2014, among Rice Marketing LLC, a Delaware limited liability company, and Rice Energy Marketing LLC, a Delaware limited liability company (the “New Guarantors”), each a subsidiary of Rice Energy Inc., a Delaware corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to herein), the Company and Wells Fargo Bank, National Association, as trustee under the Indenture referred to herein (the “Trustee”). The New Guarantors and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”

AMENDED AND RESTATED OPERATING AGREEMENT OF RICE DRILLING C LLC
Operating Agreement • December 3rd, 2014 • Rice Drilling B LLC • Crude petroleum & natural gas • Pennsylvania

THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is entered into by and between RICE DRILLING B LLC, as the sole member (hereinafter referred to as “Rice B” or the “Member”), and RICE DRILLING C LLC, a Pennsylvania limited liability company (hereinafter referred to as “Rice C” or the “Company”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALPHA SHALE HOLDINGS, LLC
Limited Liability Company Agreement • December 3rd, 2014 • Rice Drilling B LLC • Crude petroleum & natural gas • Delaware

This Limited Liability Company Agreement (this “Agreement”), dated effective as of January 29, 2014, is made by and between Alpha Shale Holdings, LLC, a Delaware limited liability company (the “Company”), and Rice Drilling C, LLC, a Pennsylvania limited liability company, as the sole member of the Company (the “Sole Member”).

Amended and Restated Operating Agreement of Rice Drilling D LLC A Delaware Limited Liability Company
Operating Agreement • December 3rd, 2014 • Rice Drilling B LLC • Crude petroleum & natural gas • Pennsylvania

This Amended and Restated Operating Agreement of Rice Drilling D LLC, a Delaware Limited Liability Company, (hereinafter referred to as “RICE D” or the “Company”) is entered into this 3rd day of November, 2011 by and between Rice Drilling B, LLC (hereinafter “RICE B” or the “Member”), a Delaware Limited Liability Company, the Sole Member of RICE D, and RICE D:

Operating Agreement of Blue Tiger Oilfield Services LLC A Delaware Limited Liability Company
Operating Agreement • December 3rd, 2014 • Rice Drilling B LLC • Crude petroleum & natural gas • Pennsylvania

This Operating Agreement of Blue Tiger Oilfield Services, LLC a Delaware Limited Liability Company, (hereinafter referred to as “BLUE TIGER” or the “Company”) is entered into this 20th day of February, 2012 by and between Rice Energy Appalachia LLC (hereinafter “Rice Appalachia”), a Delaware Limited Liability Company, the Sole Member of Blue Tiger Oilfield Services LLC, and BLUE TIGER Oilfield Services, LLC (hereinafter “BLUE TIGER”) as follows:

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