EX-10.10

This Gas Processing Agreement (this “Agreement”) is hereby made and entered into as of the 17th day of March, 2014 (the “Effective Date”) by and between PennTex North Louisiana, LLC, a Delaware limited liability company (“Processor”), and WildHorse Resources, LLC, a Delaware limited liability company (“Customer”). Hereinafter, Processor and Customer may sometimes be referred to collectively as the “Parties” and individually as a “Party.”

WHEREAS, Customer owns title to or controls the right to process Customer Gas (as hereinafter defined) for the recovery and removal of certain liquefiable hydrocarbons and non-hydrocarbon components therefrom; and

WHEREAS, Processor intends to construct and own processing facilities in the vicinity of Customer’s wells in northern Louisiana; and

WHEREAS, Customer desires to have Customer Gas processed by Processor hereunder; and

WHEREAS, upon the completion of such processing facilities, Processor will be capable of processing Customer Gas and Processor desires to process Customer Gas; and

WHEREAS, Gatherer and Customer have entered into that certain Gas Gathering Agreement dated November 1, 2012, as amended and restated by that certain Amended and Restated Gas Gathering Agreement dated April 1, 2013 (as amended, supplemented or modified from time to time, the “Gathering Agreement”), pursuant to which Customer Gas will be delivered to the Plant.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties covenant and agree as follows:

For the purposes of this Agreement, the following definitions have the meanings as set forth below:

1.1 “Additional Term” shall have the meaning given to such term in Section 11.1.

1.2 “Affiliate” shall mean, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person in question.

1.3 “Agreement” shall have the meaning given to such term in the preamble of this Agreement.

1.4 “Annual Period” shall mean a period commencing at 9:00 a.m., Central Clock Time, on the Plant Operational Date and ending at 9:00 a.m., Central Clock Time on the same Day and calendar month of the following calendar year and thereafter for succeeding periods of twelve (12) consecutive Months each.

1.5 “Area of Mutual Interest” or “AMI” shall mean all of the land described in Exhibit D attached hereto.

1.6 “Assumed Obligations” shall have the meaning given to such term in Section 17.2.

1.7 “Basis for Requesting Assurance” shall have the meaning given to such term in Section 12.7.

1.8 “Btu” shall mean one British thermal unit, the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at standard reference conditions.

1.9 “Business Day” shall mean any day (other than a Saturday or Sunday) on which commercial banking institutions in Houston, Texas are generally open for business.

1.10 “Central Clock Time” shall mean the current time in the Central Time Zone taking into consideration the seasonal changes back and forth between Daylight Savings and Standard time.

1.11 “Claims” shall mean any and all claims, demands and causes of action of any kind and all losses, damages, liabilities, costs and expenses of whatever nature (including court costs and reasonable attorneys’ fees).

1.12 “Control” (including its derivatives and similar terms) means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such relevant Person by ownership of voting interest, by contract or otherwise.

1.13 “Credit Interruption Days” shall mean, with respect to any Semiannual Period in the MQ Period, the Interruption Days, if any, occurring in such Semiannual Period in excess of three (3) Interruption Days.

1.14 “Cumulative Gas Commitment” shall mean with respect to each Semiannual Period during the Primary Term, the quantity (in MMBtu) set forth for such Semiannual Period under the column entitled “Cumulative Gas Commitment” in the table in Section 9.4.

1.15 “Customer” shall have the meaning given to such term in the preamble of this Agreement.

1.16 “Customer Dedicated Leases” shall mean all oil and gas leases owned by Customer or any other Subsidiary covering lands located in the Dedicated Area (whether directly from a lessor or acquisitions from other third-parties as lessees), including, without limitation, those oil and gas leases described in Exhibit E hereto.

1.17 “Customer Gas” shall have the meaning given to such term in Section 2.1.

1.18 “Customer Plant Products” shall mean the volume of Plant Products allocated by Processor to Customer Gas processed at the Plant.

1.19 “Customer Residue Gas” shall mean Gas having a Thermal Content equal to (i) the Thermal Content of Customer Gas measured at the Point of Delivery minus (ii) the Thermal Content of Inert Constituents removed from Customer Gas, Shrinkage attributable to Customer Plant Products, the Thermal Content of Plant Fuel and the Thermal Content of Lost and Unaccounted for Gas allocated or attributable to such Customer Gas.

1.20 “Customer’s Inert Constituents” shall have the meaning given to such term in Section 13.3.

1.21 “Day” or “Daily” shall mean a period of hours, commencing at 9:00 a.m., Central Clock Time, on a calendar day and ending at 9:00 a.m., Central Clock Time, on the next succeeding calendar day.

1.23 “Dedication” shall have the meaning given to such term in Section 2.1.

1.24 “Default Interest Rate” shall mean the U.S. Prime Rate (as published in the “Money Rates” table of The Wall Street Journal, Eastern Edition) plus an additional two points (2.00%) applicable on the first Business Day prior to the due date of payment and thereafter on the first Business Day of each succeeding Month (or, if such rate is contrary to any applicable usury laws, the maximum rate permitted by such applicable laws).

1.25 “Deficiency Payment” shall have the meaning set forth in Section 9.5.

1.26 “Effective Date” shall have the meaning given to such term in the preamble of this Agreement.

1.28 “Ethane Recovery Option” shall have the meaning given to such term in Section 3.1(c).

1.29 “Ethane Rejection Option” shall have the meaning given to such term in Section 3.1(c).

1.30 “Firm Receipts” shall mean receipts of Gas by Processor at the Plant, from Customer or any other Person, for which Processor is contractually entitled to interrupt its performance only to the extent of Plant Interruptions, including, without limitation, Customer Gas delivered hereunder up to the MDQ.

1.31 “Force Majeure” shall have the meaning given to such term in Section 14.2.

1.33 “Gas” shall mean natural gas and casinghead gas as produced from wells classified as gas wells or oil wells.

1.34 “Gatherer” means Regency Energy Partners, L.P., as gatherer under the Gathering Agreement, and its successors and assigns.

1.35 “Gathering Agreement” shall have the meaning given to such term in the recitals of this Agreement.

1.36 “Gathering System” shall mean the Gas gathering facilities that are used to gather Customer Gas and deliver it to the Plant, including such facilities that are subject to the Gathering Agreement.

1.37 “Governmental Authority” shall mean any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority or entitled to 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.

1.38 “Greenhouse Gas Surcharge” shall have the meaning given to such term in Section 9.6(a).

1.39 “Greenhouse Gases” shall mean certain components which may from time to time comprise part of Customer Gas consisting of carbon dioxide, methane, nitrous oxide, and ozone.

1.40 “Gross Heating Value” shall mean the number of Btus liberated by the complete combustion at constant pressure of one (1) cubic foot of Gas, at a base temperature of sixty degrees Fahrenheit (60°F) and at a reference pressure base equal to 14.65 psia, with air of the temperature and pressure of the Gas, after the products of combustion are cooled to the initial temperature of the Gas, and after the water formed by the combustion is condensed to the liquid state. The gross heating value of the Gas shall be corrected for water vapor under testing conditions to the actual water vapor content of the Gas being delivered; provided, however, if the actual water vapor content is seven (7) pounds per 1,000,000 standard cubic feet of Gas or less, the Gas shall be deemed “dry” and no water vapor correction shall be made.

1.41 “Hazardous Substances” shall have the meaning set forth Section 5.3.

1.42 “Ideal Gas Laws” shall mean the thermodynamic laws applying to perfect gases.

1.43 “Inert Constituents” shall mean constituents other than Plant Products contained in Gas, including, without limitation, carbon dioxide, hydrogen sulfide, water vapor, ozone, nitrous oxide and mercury.

1.44 “Interests” shall mean any right, title, or interest in lands, wells, or leases and the right to produce oil and/or Gas therefrom whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, farm-out or arising from any pooling, unitization or communitization of any of the foregoing rights.

1.45 “Interruptible Gas” shall have the meaning given to such term in Section 3.5(b).

1.46 “Interruptible Receipts” shall mean receipts of Gas by Processor at the Plant from Customer or any other Person for which Processor is contractually entitled to interrupt its

performance, in its sole and unfettered discretion, for any reason or no reason, including, without limitation, (i) the overall demand for services in the Plant exceeding the capacity of the Plant, (ii) an event of force majeure (including a Force Majeure under this Agreement), (iii) maintenance (including Maintenance under this Agreement), or (iv) Processor determines that the operation of all or any portion of the Plant will cause injury or harm to persons or property or to the integrity of the Plant, including, without limitation, Customer Gas delivered hereunder in excess of the MDQ.

1.47 “Interruption Day” shall mean any Day in the MQ Period that the quantity of Customer Gas accepted by Processor at the Point of Delivery is less than the lesser of (i) the MDQ in effect for such Day or (ii) ninety percent (90%) of the quantity of Customer Gas nominated hereunder that meets the Specifications and is available for delivery on such Day, due to a Plant Interruption of the type described in clauses (i), (ii), or (iv) in the definition of such term in Section 3.8(a), curtailment, or Processor’s failure to perform hereunder.

1.48 “Losses” shall mean any actual loss, cost, expense, liability, damage, demand, suit, sanction, claim, judgment, lien, fine or penalty, including attorney’s fees, which are incurred by the applicable indemnified Persons on account of injuries (including death) to any person or damage to or destruction of any property, sustained or alleged to have been sustained in connection with or arising out of the matters for which the indemnifying party has indemnified the applicable indemnified Persons.

1.49 “Lost and Unaccounted for Gas” shall mean Gas that is flared, vented and/or lost and unaccounted for in Plant operations.

1.50 “Maintenance” shall have the meaning given to such term in Section 3.6.

1.51 “Maximum Daily Quantity” or “MDQ” shall mean, as to each Day in the Primary Term during each period of time set forth in the table in Exhibit A, the quantity set forth in the column labeled “MDQ” for such period of time in such table, and as to each Day in any Additional Term, the quantity as determined in Section 3.7(b).

1.52 “Measurement Dispute” shall have the meaning given to such term in Section 6.11.

1.53 “Measurement Expert” shall have the meaning given to such term in Section 6.11.

1.54 “Memorandum” shall have the meaning given to such term in Section 2.4.

1.56 “MMcf” shall mean one million (1,000,000) cubic feet at a pressure of 14.65 psia and a temperature of sixty degrees Fahrenheit (60°F).

1.57 “Month” shall mean a period of time beginning at 9:00 a.m., Central Clock Time on the first Day of the calendar month and ending at 9:00 a.m., Central Clock Time on the first Day of the next succeeding calendar month.

1.58 “MQ Period” shall have the meaning given to such term in Section 9.4.

1.59 “NGL Delivery Point” shall mean the outlet flange of the Plant through which Processor delivers Customer Plant Products to Customer or its designee for Customer’s account.

1.60 “NGL Election” shall have the meaning given to such term in Section 3.1(c).

1.61 “Non-Conforming Gas” shall have the meaning given to such term in Section 5.2(a).

1.62 “Parties” shall have the meaning given to such term in the preamble of this Agreement.

1.63 “Party” shall have the meaning given to such term in the preamble of this Agreement.

1.64 “Performance Assurance” shall have the meaning given to such term in Section 12.5.

1.65 “Permanent Affected Volume” shall have the meaning set forth in Section 3.8(c).

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

1.67 “Plant” shall mean that certain initial Gas processing plant to be constructed by Processor or its Affiliate and located in Lincoln Parish, Louisiana.

1.69 “Plant Interruptions” shall have the meaning set forth in Section 3.8(a).

1.70 “Plant Interruption Credit Quantity” shall mean, with respect to any Credit Interruption Day, the difference between (i) the lesser of (a) the MDQ and (b) the quantity of Customer Gas nominated hereunder and that meets the Specifications and is available for delivery at the Point of Delivery on such Credit Interruption Day, and (ii) the quantity of Customer Gas actually accepted by Processor hereunder at the Point of Delivery on such Credit Interruption Day. With respect to the end of any Semiannual Period, the Plant Interruption Credit Quantity shall be the sum of the Plant Interruption Credit Quantities for all Credit Interruption Days as of the end of such Semiannual Period.

1.71 “Plant Operational Date” shall mean the Day on which Processor notifies Customer that the Plant is operational and ready for commercial service; provided, that if such Day is not the first Day of a Month, the Plant Operational Date shall be the first Day of the following Month.

1.72 “Plant Products” shall mean the mixture of liquefiable hydrocarbon components consisting of ethane, propane, normal butane, iso-butane and natural gasoline that Processor recovers and removes from Gas.

(a) the custody transfer meter at the Plant at which Customer Gas is measured and delivered;

(b) the meter or measurement facilities (if any) at which condensate and/or drip liquids that are recovered from the Gathering System, vaporized, and injected into the Plant for further processing are measured;

(c) the meter or measurement facilities (if any) at which Gas recovered by vapor recovery units as part of the condensate stabilization process (if any) and injected into the Plant for further processing are measured; and/or

(d) any other custody transfer meter or measurement facility at which Gas or condensate that is delivered into the Plant for processing that is not measured by any of the meters or measurement facilities described in clauses (a) through (c) above is measured.

1.74 “Point of Measurement” and “Points of Measurement” shall mean a “Receipt Point”, or collectively, all “Receipt Points” as such terms are defined in the Gathering Agreement.

1.75 “Point of Redelivery” shall mean the custody transfer meter at or near the tailgate of the Plant through which Processor redelivers Customer Residue Gas to Customer or its designees for Customer’s account for further transportation on downstream pipelines.

1.76 “PPI” shall mean the “Producer Price Index Industry Data for Oil and Gas Field Machinery and Equipment” as determined and published by the Bureau of Labor Statistics of the United States Department of Labor or its successor index.

1.77 “Primary Term” shall have the meaning given to such term in Section 11.1.

1.78 “Prior Dedications” shall mean, as to the Interests owned by Customer and/or any other Subsidiary in the Dedicated Area as of the Effective Date, all dedications or commitments for processing services burdening such Interests as of the Effective Date as set forth in Exhibit F hereto; and as to any Interests acquired by Customer or any other Subsidiary within the Dedicated Area after the Effective Date, all dedications or commitments for processing services burdening such Interests which are existing as of the time of any such acquisition.

1.79 “Processing Fee” shall have the meaning given to such term in Section 9.1.

1.80 “Processor” shall have the meaning given to such term in the preamble of this Agreement.

1.81 “Residue Gas” shall mean that gaseous portion of Gas delivered at the Point of Redelivery.

1.82 “SEC” shall have the meaning given to such term in Section 12.5(b).

1.83 “Second Plant” shall have the meaning given to such term in Section 3.1(e).

1.84 “Semiannual Deficiency Quantity” shall have the meaning given to such term in Section 9.5.

1.85 “Semiannual Gas Commitment” shall have the meaning given to such term in Section 9.4.

1.86 “Semiannual Period” shall have the meaning given to such term in Section 9.4.

1.87 “Senior Management Meeting” shall have the meaning given to such term in Section 3.8(c).

1.88 “Separation Facilities” shall mean conventional mechanical separators and any equipment used in any other method of reducing liquefiable hydrocarbons in Gas; provided, however, except for equipment needed to meet the temperature requirements set forth in the Specifications, Separation Facilities shall not include any low-temperature separation equipment, absorption or adsorption facilities.

1.89 “Shrinkage” shall mean that decrease in Thermal Content of Gas that results from the conversion in the Plant of liquefiable components of Gas into Plant Products, but exclusive of Plant Fuel, Inert Constituents removed from Gas and Lost and Unaccounted for Gas.

1.90 “Specifications” shall have the meaning given to such term in Section 5.1.

1.91 “Subsidiary” shall mean, with respect to Memorial Resource Development LLC (the “parent”), at any date, any other Person (a) of which equity interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, any general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

1.92 “Taxes” shall mean any or all current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected by any governmental authority having jurisdiction.

1.93 “Temporary Affected Volume” shall have the meaning given to such term in Section 3.8(b).

1.94 “Thermal Content” shall mean (i) with respect to Gas, the product of a volume of Gas and the Gross Heating Value of such Gas, adjusted to a same pressure base of 14.65 psia, as expressed in MMBtus, and (ii) with respect to a given Plant Product, the product of a volume of such Plant Product and the Gross Heating Value of such Plant Product.

1.95 “Third Party Gas” shall have the meaning given to such term in Section 3.7(a).

1.96 “Third Party Processing Fees” shall mean, with respect to any period of time, the processing fees received by Processor with respect to processing Third Party Gas in the Plant during such period of time.

1.97 “Total Gas Commitment” shall have the meaning set forth in Section 9.4.

2.1 Dedication. Subject to the other terms and conditions hereof, Customer hereby dedicates for processing under this Agreement and, commencing at 9:00 a.m., Central Clock Time,

on the Plant Operational Date, shall deliver, or cause to be delivered, hereunder to the Point of Delivery the following (the “Dedication,” and the Gas that is the subject of the Dedication, being herein referred to as the “Customer Gas”):

(a) all Gas produced and saved from wells now or hereafter located on lands covered by the Customer Dedicated Leases or on lands pooled or unitized therewith to the extent such Gas is attributable to Interests now owned by Customer and/or any other Subsidiary or hereafter acquired by Customer and/or any other Subsidiary, and their respective successors and assigns, and not delivered or used in lease operations as permitted pursuant to Section 2.8 or otherwise excluded as provided below; and

(b) with respect to such wells for which Customer and/or any other Subsidiary is the operator, Gas produced from such wells that is attributable to Interests in such wells owned by other working interest owners and royalty owners which is not (i) taken “in-kind” by such working interest owners and royalty owners (and which Customer has the contractual right to deliver under this Agreement) or (ii) delivered or used in lease operations as permitted pursuant to Section 2.8, and for which Customer and/or such other Subsidiary has the right and/or obligation to deliver such Gas; provided, however, with respect to Customer Gas that is subject to a Prior Dedication, subject to the Dedication, such Customer Gas may be delivered in accordance with such Prior Dedication.

Notwithstanding the foregoing, the Parties acknowledge and agree that prior to Plant Operational Date, Customer may deliver Customer Gas to other gathering systems, processors and/or pipelines.

2.2 Prior Dedications. Other than the Prior Dedications and the Dedication hereunder, Customer represents and warrants to Processor that, as of the Effective Date, none of the Interests owned by Customer in the Dedicated Area are subject to any other dedication for Gas processing services. Upon termination of a Prior Dedication, the Gas subject to such Prior Dedication shall, to the extent not already subject to the Dedication, automatically be subject to the Dedication for all purposes under this Agreement without any further actions by the Parties.

(a) So long as this Agreement is in effect, this Agreement shall (i) be a covenant running with the Interests now owned by Customer and any other Subsidiary or hereafter acquired by Customer and/or any other Subsidiary and their respective successors and assigns in the Dedicated Area and (ii) be binding on and enforceable by Processor and its successors and assigns against Customer, such other Subsidiaries and their respective successors and assigns.

(b) Prior to assigning any of its Interests, Customer shall notify the potential acquiring party of the existence and terms of the Dedication hereunder.

2.4 Memorandum of Agreement . Within thirty (30) days of the execution of this Agreement, the Parties shall execute, acknowledge, deliver, and record a “short form” memorandum of this Agreement, listing the townships within the Dedicated Area, in the form of Exhibit B attached hereto which shall be placed of record in the parishes comprising the Dedicated Area (the

“Memorandum”). Customer has delivered to Processor a schedule showing, as of the Effective Date, all Interests owned by Customer and/or any other Subsidiary that cover lands located within the Dedicated Area, which schedule contains, for each such Interest, the name of the instrument creating the Interest, the date of such instrument, the parties to such instrument, the legal description of the lands covered by such instrument and the recording information for such instrument.

2.5 Customer Warranty. Customer represents and warrants to Processor that Customer has the right to process the Customer Gas delivered hereunder and to recover, remove and sell all Plant Products and Inert Constituents as are contained in such Customer Gas.

2.6 No Upstream Processing. Customer agrees that Customer Gas shall be delivered at the Points of Measurement to Gatherer pursuant to the Gathering Agreement without the prior extraction or removal therefrom of any liquefiable hydrocarbons, except as provided in the Gathering Agreement.

2.7 Customer Gas in Excess of Maximum Daily Quantity. Customer may, at its option, deliver additional Customer Gas in excess of the MDQ to Processor on an Interruptible Receipts basis pursuant to this Agreement. To the extent that Processor accepts Customer Gas in excess of the MDQ, such excess Customer Gas shall be treated as Interruptible Gas for purposes of Section 3.5.

2.8 Gas for Lease Operations. Customer reserves the right to withhold from delivery any Customer Gas required for Customer’s oil and gas producing operations with respect to wells within the AMI or lands pooled or unitized therewith.

3.1 Plant Operational Date; Initial Operation; Design Basis; Second Plant Option.

(a) Plant Operational Date. Processor shall design, engineer, procure and construct the Plant in a good and workmanlike manner and in accordance with good industry practices, and shall use its commercially reasonable efforts to complete the Plant, and commence service hereunder, on or before March 1, 2015. The Plant, when complete, will have a nominal design capacity of * MMcf per Day. Processor shall provide at least forty-five (45) Days’ prior written notice to Customer of the expected Plant Operational Date. If the Plant Operational Date has not occurred by November 1, 2015, as such date may extended by the occurrence of Force Majeure events affecting Processor not to exceed one-hundred-twenty (120) Days in the aggregate, then Customer may terminate this Agreement upon written notice to Processor; provided, however, (i) in the event that Customer or any Affiliate of Customer, acting in its capacity as a member of the board of managers of Processor, takes any action, directly or indirectly, to materially delay or hinder Processor’s performance of obligations hereunder, then Customer’s right of termination pursuant to this Section 3.1(a) shall not apply, (ii) if the Plant Operational Date occurs after such date, but before Customer notifies Processor of such termination, Customer’s right of termination

under this Section 3.1(a) shall expire and be of no further force and effect, and (iii) if any delay of the Plant Operational Date is caused by Customer or any third party operator of upstream or downstream pipelines or facilities sending or receiving Customer Gas, then Customer’s right of termination pursuant to this Section 3.1(a) shall not apply.

(b) Initial Plant Operation. The Parties agree the Plant shall startup and initially operate in ethane rejection mode.

(c) Processing Election. By 5:00 p.m. on the fifth (5^th) Business Day prior to the first Day of each Month commencing with the Month following the date on which Processor notifies Customer that Processor is ready to operate the Plant in full recovery mode, Customer shall notify Processor in writing of Customer’s election (the “NGL Election”) to have the Customer Plant Products for such Month determined using either (i) maximum recovery of Plant Products (“Ethane Recovery Option”) or (ii) minimum recovery of Plant Products (“Ethane Rejection Option”). Should Customer fail to make a timely NGL Election, Customer shall be deemed to have elected to continue the option that is in place for the immediately preceding Month. Notwithstanding Customer’s NGL Election for a given Month, Processor shall not be required to operate its facilities in any particular recovery mode during such Month; provided, however, Customer Plant Products for such Month shall be determined in accordance with Customer’s NGL Election for such Month.

(d) Plant Design Basis. The Plant’s operating performance will be dictated by the quality of Customer Gas. Processor has designed and constructed, and will operate, the Plant based on the gas quality specifications provided by Customer in Exhibit G.

(e) Second Plant Option. Should Customer Gas be projected for a period of over twelve (12) consecutive months to be produced in excess of the nominal design capacity of the Plant, i.e., * MMcf per Day, Customer may, at its option, request in writing that Processor design, engineer, procure and construct a second plant (the “Second Plant”) to process Customer Gas. Processor shall then design, construct, and operate the Second Plant pursuant to terms and provisions substantially similar to those contained in this Agreement. Should Customer make such request, Customer hereby agrees that, upon completion of the Second Plant, Customer’s Semiannual Gas Commitment of Gas to be delivered to the Second Plant shall be * MMBtu per Day and Customer’s Semiannual Gas Commitment for the Plant shall be increased by an amount equal to the difference between (x) * MMBtu per Day and (y) the volume (in MMBtu) of all Gas that is committed to be delivered to the Plant (including Customer’s Gas) at the time the Second Plant is completed.

3.2 Delivery of Customer Gas. Subject to the provisions of this Agreement, any agreement applicable to the Gathering System, and the operational constraints of the Gathering System, Customer (i) shall deliver, or cause to deliver, Customer Gas to Processor at the Point of Delivery. Subject to the provisions of this Agreement, commencing upon the Plant Operational Date, Processor shall accept delivery of Customer Gas at the Point of Delivery hereunder (Customer recognizes Customer Gas in Processor’s custody may be commingled with Third Party Gas and that no segregated services are provided hereunder), and (ii) Customer will use commercially reasonable

efforts to deliver Customer Gas at each Point of Measurement at uniform rates of flow and a pressure sufficient to cause the delivery pressure at the Point of Delivery to be not less than 500 Psig, but not greater than the maximum allowable operating pressure of the Plant at the Point of Delivery.

3.3 Processor Commitment. Subject to the provisions of this Agreement, commencing on the Plant Operational Date, Processor hereby agrees to (i) receive and accept hereunder, as Firm Receipts, all volumes of Customer Gas up to the Maximum Daily Quantity, and as Interruptible Receipts, all volumes of Customer Gas in excess of the Maximum Daily Quantity, (ii) process hereunder, as Firm Receipts, all volumes of Customer Gas up to the Maximum Daily Quantity, and as Interruptible Receipts, all volumes of Customer Gas in excess of the Maximum Daily Quantity, (iii) redeliver Customer Residue Gas to Customer or Customer’s designee at the Point of Redelivery, (iv) deliver Customer Plant Products pursuant to Section 3.10 of this Agreement, and (v) at Processor’s option, dispose of Inert Constituents removed from Customer Gas. Notwithstanding any provision herein to the contrary, Processor shall not have any obligation to receive or accept any volumes of Customer Gas if Customer cannot deliver to Processor a minimum of * MMBtu of Customer Gas per Day. Further, should Processor elect not to receive or accept Customer Gas pursuant to the preceding sentence, such Customer Gas shall not be included in the computation of Customer Gas delivered to the Point of Delivery as set forth in Section 9.5(ii)(v).

3.4 Delivery of Customer’s Residue Gas. Customer, or Customer’s designee, shall accept delivery of Customer Residue Gas from Processor at the Point of Redelivery. Subject to the provisions of this Agreement, any agreement applicable to the Gathering System, and the operational constraints of the Gathering System, Processor shall use commercially reasonable efforts to deliver Customer Residue Gas into the facilities of interconnecting pipelines at the Point of Redelivery at a pressure sufficient to overcome the operating pressure existing in such receiving facilities from time to time, but Processor shall not be obligated to install secondary residue compression in the Plant to make deliveries of Customer Residue Gas.

(a) Firm Receipts. Subject to the terms and conditions of this Agreement, from and after the Plant Operational Date, Processor shall receive and process, as Firm Receipts, all Customer Gas tendered by Customer each Day in accordance with this Agreement, up to the MDQ.

(b) Interruptible Receipts. Subject to the terms and conditions of this Agreement, from and after the Plant Operational Date, Processor shall receive and process, as Interruptible Receipts, all Customer Gas tendered by Customer each Day in accordance with this Agreement in excess of the MDQ (“Interruptible Gas”).

3.6 Maintenance. Processor shall be entitled, without liability, to interrupt its performance hereunder to perform necessary or desirable inspections, maintenance, testing, alterations, modifications, connections, repairs or replacements to its facilities as Processor deems necessary (“Maintenance”), with reasonable, advance notice provided to Customer, except in cases

of emergency where such notice is impracticable or in cases where the provision of services to Customer pursuant to this Agreement will not be affected; provided that Processor will reasonably cooperate with Customer to minimize adverse effects due to such Maintenance work.

(a) Curtailment. Subject to Plant Interruptions, Processor shall use commercially reasonable efforts to maintain operating capacity of the Plant available to Customer at the Point of Delivery through the Plant to the Point of Redelivery equal to the MDQ. Nothing herein shall restrict the right of Processor to receive, provide services for and redeliver Gas from other third parties (“Third Party Gas”) provided that for any period during which the quantity of Gas available for delivery to the Plant exceeds the physical processing capacity of the Plant for any reason, including Force Majeure, Maintenance, operational considerations or the recovery mode in which the Plant is operating, Processor shall have the right to interrupt or curtail receipts of Gas in accordance with the following:

(i) Interruptible Gas. First, Processor shall curtail all Interruptible Receipts prior to curtailing any Firm Receipts. If Processor curtails some, but not all, Interruptible Receipts on any Day hereunder, Processor shall allocate the processing capacity of the Plant available to customers receiving service on an Interruptible Receipts basis on a pro rata basis based upon Customer’s and each other customer’s actual volume of Gas delivered to the Point of Delivery on the Day immediately preceding the date on which Processor makes such allocation. Such allocation shall remain in effect for the period of the curtailment.

(ii) Firm Receipts. Second, if additional curtailments are required beyond clause (a) above, Processor shall curtail Firm Receipts. If Processor curtails some, but not all, Firm Receipts on any Day, Processor shall allocate the processing capacity of the Plant available to customers receiving service on a Firm Receipts basis on a pro rata basis based upon Customer’s and each other customer’s ratio of its reserved capacity to the total reserved capacity in the Plant. For the purposes of this Agreement, Customer’s reserved capacity shall be the MDQ.

(b) Additional Term MDQ. Subject to Section 3.1(e) hereof, prior to the commencement of any Additional Term, Customer shall provide written notice to Processor of the MDQ that Customer desires under this Agreement for each Annual Period in such Additional Term, not to exceed the MDQ for the most recent Annual Period in the Primary Term or the preceding Additional Term, as applicable; provided, however, the Parties acknowledge and agree that the Semiannual Gas Commitment, Cumulative Gas Commitment and Deficiency Payment shall not apply at any time after expiration of the Primary Term.

(a) Plant Interruptions. The Parties recognize that the processing services to be provided by Processor hereunder may be interrupted from time to time as provided herein. Accordingly, it is agreed and understood by the Parties that the receipt and processing of Customer Gas hereunder by Processor shall be subject from time to time to partial or total

interruption by Processor in the following circumstances ((i) and (iv) to be determined by Processor) (“Plant Interruptions”): (i) to provide for the safe operation of the Plant, (ii) conditions of Force Majeure affecting Processor, (iii) the inability or failure of downstream transporters to receive Customer Residue Gas or Customer Plant Products at the Point of Redelivery or the NGL Delivery Point, and (iv) Maintenance. Except as provided in this Section 3.8 and in Section 9.5, Processor shall have no liability of any kind to Customer for any Plant Interruptions.

(b) Temporary Release. Notwithstanding anything in this Agreement to the contrary, if after the Plant Operational Date Processor is unable, whether due to Plant Interruptions or otherwise (except for circumstances caused by the gross negligence or willful misconduct of Customer), to provide processing services in the Plant with respect to all or any volume of the Customer Gas that meets the Specifications, then that volume of such Customer Gas for which Processor is unable to provide processing services in the Plant (the “Temporary Affected Volume”) will be temporarily released from the Dedication and the Temporary Affected Volume may be delivered by Customer to other gathering systems, processors or pipelines until Processor provides to Customer written notice that Processor will be able to resume receiving the Temporary Affected Volume hereunder. Customer shall resume delivery of the Temporary Affected Volume under this Agreement as soon as reasonably practicable after receiving such notice from Processor. As soon as practicable after a temporary release, the Parties shall attempt to reach agreement on a solution to the cause of such service interruption.

(c) Permanent Release. If, after the Plant Operational Date, Processor is unable to receive Customer Gas hereunder for processing in the Plant for more than one-hundred fifty (150) Days in any twelve (12) consecutive Month period with respect to Customer Gas that meets the Specifications up to the MDQ for any reason other than (i) circumstances caused by the gross negligence or willful misconduct of Customer, (ii) circumstances caused by the inability of Customer to deliver to Processor a minimum of * MMBtu of Gas per Day, or (iii) the inability or failure of (A) upstream transporters to deliver Customer Gas at the Point of Delivery, or (B) downstream transporters to receive Customer Residue Gas or Customer Plant Products at the Point of Redelivery or the NGL Delivery Point, Customer will provide written notice to Processor along with Customer’s determination of the volume of such Customer Gas for which Processor is unable to provide processing services (“Permanent Affected Volume”), which volume will equal the Daily average of such Customer Gas for which Processor was unable to provide processing services during such twelve (12) Month period. If the Parties have not reached agreement on a solution to such service interruption prior to the end of fourteen (14) Days after Customer notifies Processor, then no later than five (5) Business Days after the end of such fourteen (14) Day period, the senior management of the Parties will meet in person (a “Senior Management Meeting”) and negotiate in good faith in an attempt to reach agreement on an acceptable solution to such service interruption. If the Parties are unable to reach agreement on an acceptable solution to such service interruption during the Senior Management Meeting, then Processor shall, at Customer’s option, permanently release all or part of the Permanent Affected Volume from the Dedication by delivering written notice thereof to Processor. The Parties

acknowledge and agree that the one-hundred fifty (150) Days referenced in this Section 3.8(c) shall not include periods of time during which Processor is unable to provide processing services due to (i) any act or omission of any Governmental Authority, (ii) any inability, despite the exercise of commercially reasonable efforts, to acquire replacement equipment used in Plant operations, or (iii) during the pendency of any application for any license, permit or other approval required by any Governmental Authority, in each case, that prevents Processor from providing processing services hereunder, other than due to such occurrences caused by the negligence of Processor, provided that the provisions of Section 3.8(b) would continue to apply during such period.

3.9 Operation of the Plant. Processor shall at all times be entitled to full and complete operational control of the Plant. Processor shall at all times be entitled to manage, operate and reconfigure the Plant and its other facilities in its discretion, and shall have the right to commingle Customer Gas received by Processor with other Gas.

3.10 Delivery of Customer Plant Products. If Processor is not responsible for the marketing of Customer Plant Products, Customer, or Customer’s designee, shall accept delivery of such Plant Products at the NGL Delivery Point. Customer acknowledges that (i) Customer Plant Products will likely be commingled with Plant Products belonging to other parties using Processor’s facilities, and (ii) to the extent Processor is not responsible for marketing Customer Plant Products, Customer will be responsible for making arrangements regarding the further shipment and/or sale of Customer Plant Products. Notwithstanding anything herein contained to the contrary, if Processor is not responsible for the marketing of Customer Plant Products, and if Customer or Customer’s designee fails to accept delivery of such Customer Plant Products at the NGL Delivery Point at any time, Processor shall have the option, but not the obligation, without the need to obtain further authorization from Customer, to (i) sell any such unaccepted volumes of Customer Plant Products either (A) pursuant to the terms of a separate marketing agreement between Customer and Processor in which such parties will negotiate in good faith, or (B) if no such separate marketing agreement is entered into between Customer and Processor, Processor shall pay to Customer the net proceeds of such sale (deducting all of Processor’s costs and expenses related thereto) less a marketing fee of $0.05 per Gallon, and/or (ii) refuse acceptance of or curtail Customer Gas hereunder.

4.1 Nomination Procedures. Customer shall nominate gas for processing at the Plant in accordance with Processor’s currently effective nomination procedures. Processor’s nomination procedures will generally comply with the North American Energy Standards Board’s nomination policies and timeline, Processor reserves the right to modify its nomination procedures at any time provided that any modification will not take effect until Processor provides Customer with at least thirty (30) Days’ written notice of such modification.

4.2 Balancing. The Parties shall reasonably cooperate with each other in an effort to keep imbalances at the Plant and with interconnecting residue pipelines to a minimum and trending to zero.

4.3 Allocation of Received Gas. Processor shall allocate the total quantity of Gas received hereunder on each Day pro rata based upon the actual flows of Customer Gas and Gas from all other customers to the Point of Delivery on such Day.

4.4 Plant Product Allocation Procedure. Each measurement period, Processor shall allocate one hundred percent (100%) of the Plant Products recovered at the Plant based on the hydrocarbon content and fractional analysis of Customer Gas delivered to the Plant, relative to the hydrocarbon content and fractional analysis of all other Gas delivered to the Plant during such measurement period, in each case, as such hydrocarbon content and fractional analysis is determined at the Point of Delivery.

5.1 Gas Quality Specifications. Customer Gas delivered hereunder shall meet each of the quality specifications set forth in Exhibit C attached hereto (collectively, the “Specifications”) at the Point of Delivery. Customer Residue Gas delivered hereunder shall meet the quality specifications of the applicable downstream pipelines connecting to the Point of Redelivery.

(a) If Customer becomes aware that any Customer Gas fails to conform to the Specifications (such Gas, “Non-Conforming Gas”), Customer, as soon as reasonably possible after becoming aware of such condition, shall give written notice to Processor of the Non-Conforming Gas and the manner in which such Non-Conforming Gas does not conform to the Specifications.

(b) If Processor becomes aware that Non-Conforming Gas is being delivered by Customer hereunder before receiving such written notice from Customer, Processor shall, as soon as reasonably possible after becoming aware thereof, deliver to Customer written notice of such Non-Conforming Gas, which notice may also serve as Processor’s notice of acceptance or rejection of such Non-Conforming Gas pursuant to Section 5.2(c) below.

(c) If any Non-Conforming Gas is tendered for processing by Customer at the Point of Delivery at any time, Processor may in its sole discretion choose to accept or to reject such Non-Conforming Gas.

(i) If Processor chooses to accept Non-Conforming Gas, Processor shall provide written notice to Customer of its acceptance of such Non-Conforming Gas, and the manner in which such Non-Conforming Gas does not conform to the Specifications. Such acceptance will not constitute a waiver of this provision with respect to any future receipt of Non-Conforming Gas. Processor’s option to refuse to accept receipt of Non-Conforming Gas is in addition to other remedies available to Processor under this Agreement. If Processor accepts such Non-Conforming Gas, Customer shall reimburse Processor for the out-of-pocket costs incurred by Processor to accept such Non-Conforming Gas. If Processor determines, in its sole discretion, at any time that the continued acceptance of such Non-Conforming Gas is not operationally feasible, Processor may notify Customer that it intends to discontinue accepting such Non-Conforming Gas.

(ii) If Processor chooses to reject Non-Conforming Gas, Processor may in its sole discretion shut in such Gas at any time. Processor shall follow up the rejection of Non-Conforming Gas with a written notice of such rejection to Customer, which notice shall specify the manner in which such Non-Conforming Gas does not conform to the Specifications.

(d) If any Non-Conforming Gas is delivered into the Plant, Customer will indemnify, defend, release and hold Processor harmless from and against all Claims arising from or out of the quality deficiency of such Non-Conforming Gas, except that Customer shall have no liability to Processor for any Claims arising from or out of any such Non-Conforming Gas accepted by Processor pursuant to Section 5.2(c)(i) above, but only with respect to, and to the extent of, the exceptions to the Specifications set forth in the applicable written notice of acceptance.

5.3 Hazardous Substances. Gas tendered by Customer for processing hereunder shall not contain any substance that is determined to be a contaminant or a hazardous waste or substance under the Resource Conservation and Recovery Act, 42 U.S.C. Section 1857, et seq., as amended from time to time, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., as amended from time to time, and the regulations issued thereunder, including 40 C.F.R. Parts 302 and 355, together with any other applicable environmental, health, or safety statutes (other than hydrocarbons and/or the natural constituent elements thereof) (collectively, “Hazardous Substances”).

5.4 Environmental, Health and Safety Laws. Customer warrants that, with respect to the Gas tendered at the Point of Delivery, it has complied or caused others to comply with all environmental, health, and/or safety statutes and regulations.

6.1 Measurement Equipment. Processor shall install, maintain and operate, or cause to be installed, maintained and operated, suitable meters and/or other necessary equipment of ample size and proper type for accurate measurement of the following:

(a) the volume of each type of Plant Product extracted from Gas delivered to the Plant for processing;

(b) the volume, Gross Heating Value and components of Gas used as Plant Fuel in processing Gas in the Plant;

(c) the volume, Gross Heating Value and components of Gas delivered to the Plant inlet for processing, including the mass, flowing density, and sampling necessary to the determination of liquid yield, by component; and

6.2 Measurement Standards. Measurement facilities installed, owned, operated and maintained by Processor or its designees hereunder and processing of the data obtained therefrom shall be done so in accordance with generally accepted measurement standards as prescribed in, but not limited to, the latest versions of:

(a) ANSI/API 2530, AGA Report No. 3, API 14.3, GPA 8185 “Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids”;

(d) GPA 2172, API 14.5, “Calculation of Gross Heating Value, Specific Gravity, and Compressibility of Natural Gas Mixtures from Compositional Analysis”;

(i) AGA Report No.8, API 14.2 “Compressibility Factors of Natural Gas and Other Related Hydrocarbon Gases” per “Detailed Methodology”;

(j) GPA 2165 “Standard for Analysis of Natural Gas Liquid Mixtures by Gas Chromatography”; and

(k) GPA 2166 “GPA Methods of Obtaining Natural Gas Samples for Analysis by Gas Chromatography”.

Where electronic gas measurement (“EGM”) and flow computers are used, the Parties will use and accept the electronic derivations, measurements and calculations in lieu of mechanical recordings, chart integration and subsequent calculations. The official EGM data from the measuring equipment will remain the property of Processor, or its designee, but upon request by Customer, Processor, or its designee, will submit its records and EGM data, together with calculations to Customer for inspection and verification, subject to their return to Processor, or its designee, within thirty-five (35) Days after their receipt.

(a) The unit of volume shall be one (1) cubic foot of Gas at a base temperature of sixty degrees Fahrenheit (60°F) and at a base pressure of fourteen and sixty-five hundredths (14.65) pounds per square inch absolute. The atmospheric pressure shall be assumed to be a constant, determined by elevation and specific site location, regardless of the variations of such atmospheric pressure from time to time.

(b) Temperature shall be determined by use of a recording thermometer so installed that it may continuously record the temperature of Gas passing the meters.

(c) The specific gravity shall be determined by calculation from fractional analyses of proportional samples taken at Processor’s measurement facilities.

(d) Corrections for deviation from Ideal Gas Laws shall be made for all Gas metered hereunder as prescribed in the applicable standards.

(e) The Daily arithmetical flow weighted average recorded for temperature, the factor for specific gravity, and the corresponding correction for deviation from Ideal Gas Laws applicable during each Day shall be used to make computations of volumes hereunder.

(a) Custody Transfer Meters. The accuracy of the measurement facilities specified herein and used for custody transfer of Customer Gas shall be verified at least once each year. Customer shall be given reasonable notice and shall have the right to be present at the time of any installing, reading, cleaning, changing, repairing, inspecting, testing, calibrating, or adjusting done in connection with Processor’s measuring equipment hereunder. If after notice, Customer fails to have a representative present, the results of the tests shall, nevertheless, be considered accurate until the next tests are made and upon request by Customer, Processor shall furnish Customer a written copy of such test results. The costs of all tests of such measuring equipment shall be borne by Processor except that the costs for additional tests requested by Customer shall be borne by Customer.

(b) Non Custody Transfer Meters. The accuracy of the measurement facilities specified herein and used for applications other than custody transfer shall be verified at least once each year.

6.5 Measurement Error. If at any time any of the measuring or testing equipment is found to be out of service or registering inaccurately in any percentage, it shall be adjusted to read accurately, within the limits prescribed by the manufacturer. If at any time any of the measuring or testing equipment used for custody transfer is out of service or inaccurate by an amount exceeding five percent (5%) at a reading corresponding to the average rate of flow for the period since the last preceding test, the previous readings of such equipment shall be disregarded for any period definitely known or agreed upon, or for a period of one-half of the time elapsed since the last test of the measuring equipment affected, not to exceed fifteen (15) Days. The volume measured during such period shall be estimated by (a) using the data recorded by any check measuring equipment if installed and registering accurately, or if not installed or not registering accurately, (b) by correcting the error if the percentage of error is ascertainable by calibration, test, or mathematical calculation, or if neither (a) or (b) is feasible, (c) by estimating the quantity or quality measured, based upon deliveries under similar conditions during a period when the equipment was registering accurately. No correction shall be made for recorded inaccuracies of five percent (5%) or less.

6.6 Customer’s Right of Inspection. At all times during business hours, Customer shall have the right to inspect measurement equipment used for custody transfer purposes that is installed or furnished by Processor, or its designee, and the charts and other measurement or testing data

retained by Processor. The reading, calibration and adjustment of all metering equipment and changing of charts hereunder shall be done only by Processor or Processor’s designee. Processor shall preserve all original test data, charts, and other similar records for a period of at least one (1) year or longer if required by law or regulation.

6.7 Gross Heating Value Determination. The Gross Heating Value of Customer Gas shall be determined each Month by taking flow proportional stream samples at the Point of Delivery, or any other mutually agreed point, using a continuous proportional to flow sampling device. The samples will be collected for testing prior to the end of each Month. Processor shall compute, or cause to be computed, the Gross Heating Value from fractional analysis of the sample. The result shall be controlling and effective in the Month succeeding the Month in which the sample is obtained. The Gross Heating Value of Customer Gas to be used for the first Month of production after initial flow has begun will be determined from spot samples which will be collected at each Point of Measurement approximately one (1) week after initial flow begins. The Gross Heating Value so determined shall be corrected from the condition of testing to a dry basis.

6.8 Hydrocarbon Content. Processor shall determine, or cause to be determined, the hydrocarbon content of Customer Gas, Gas from other sources delivered to the Plant for processing, Residue Gas, and Plant Fuel by a test conducted each Month. Such samples shall be taken at a flow rate, pressure and temperature which will yield equitable and representative test results.

6.9 Fractional Analysis. Fractional analysis of test samples shall be performed by Processor at the laboratory of Processor’s choosing, through the use of gas chromatography equipment or such other method as may be commonly used in the industry. From such fractional analysis, Processor shall determine the composition in mole percent of each of the following chemical compounds: (a) carbon dioxide, (b) nitrogen, (c) methane, (d) ethane, (e) propane, (f) iso-butane, (g) normal butane, (h) iso-pentane, (i) normal pentane and (j) hexanes and heavier hydrocarbons. Processor shall compute or cause to be computed, the Gross Heating Value, specific gravity, Plant Products content and correction factors for deviation from Ideal Gas Laws from this fractional analysis of samples. The results from these analyses shall be controlling and effective in the Month succeeding the Month in which the sample is obtained and shall apply to all subsequent deliveries until such time as new samples are obtained and analyzed. Processor shall furnish to Customer each such fractional analysis and Gross Heating Value which will accompany the statement described in Section 12.1 herein.

6.10 Modifications to Measurement Procedures. Processor reserves the right, in consultation with Customer, to modify the measurement procedures from time to time in order to conform with the measurement standards set forth in Section 6.2 herein for the Plant and/or to remove any inequities which may be found to exist, and it is agreed that any such modification will be applicable to this Agreement; provided, however:

(a) Processor shall give Customer at least thirty (30) Days’ written notice prior to any change or modification to such measurement procedures; and

(b) Such modification shall be in accordance with Gas Processors Association and API measurement standards and practices; and

(c) Any change or modification to such measurement procedures shall be consistently applied to all customers who deliver Gas to the Plant for processing.

6.11 Measurement Disputes. Any dispute, controversy, or claim arising out of or in connection with this Article VI (a “Measurement Dispute”) which the Parties are unable to resolve shall be referred to and determined by an expert agreed upon by both Parties in good faith (the “Measurement Expert”), as the sole and exclusive remedy of the Parties as to the Measurement Dispute. The decision of the Measurement Expert shall be final and binding upon the Parties.

7.1 Conveyance of Rights to Processor. Customer does hereby grant, bargain, sell, transfer, convey and assign to Processor, its successors and assigns, (i) the right to consume Customer Gas as Plant Fuel, Shrinkage and Lost and Unaccounted for Gas, (ii) the right to sell Customer Plant Products for the account of Customer pursuant to Section 3.11 hereof, and (iii) the right to sell Customer Gas, Customer Residue Gas, and/or Customer Plant Products pursuant to Section 12.6 hereof.

7.2 Title to Customer Gas and Plant Products. Subject to other terms and conditions hereof, title to Customer Gas and all constituents thereof, including, without limitation, Customer Plant Products, shall remain in Customer’s name at all times.

8.1 Calculation of Plant Fuel and Lost and Unaccounted for Gas. The Thermal Content of Customer Gas that is consumed as Plant Fuel and Lost and Unaccounted for Gas in the processing of Customer Gas during a given Month shall be determined by multiplying (i) the total quantity of Btus consumed as Plant Fuel and Lost and Unaccounted for Gas in Plant operations during such Month by (ii) a fraction, the numerator of which is the total Gallons of Customer Plant Products recovered and saved during such Month, and the denominator of which is the total Gallons of Plant Products recovered and saved in the Plant from all Gas processed at the Plant during such Month.

8.2 Calculation of Shrinkage. Customer’s share of Shrinkage shall be calculated by Processor each Month by multiplying (i) the number of Gallons of each produced component of the mixed stream of Plant Products as determined and allocated to Customer Gas pursuant to the terms of this Agreement, by (ii) the Btu equivalent of each such component as set forth in the GPA Technical Standards Publication No. 2145-03, as revised from time to time, and as adjusted to sixty degrees Fahrenheit (60°F) and 14.65 psia pressure base, with the aggregate Btus of all such components constituting Customer’s share of Shrinkage hereunder.

8.3 Plant Fuel, Shrinkage and Lost and Unaccounted for Gas. Customer shall bear one hundred percent (100%) of the Plant Fuel, Shrinkage and Lost and Unaccounted for Gas attributable to processing Customer Gas, which will be deducted in determining Customer Residue Gas. For the avoidance of doubt, Customer shall not bear any costs related to third-party gas, if any.

9.1 Processing Fee. Processor shall invoice Customer at the end of each Month, and Customer shall pay Processor, a fee equal to the product of (i) (a) * per MMBtu for all Customer Gas up to the MDQ, and (b) * per MMBtu for all Interruptible Gas, as adjusted pursuant to Section 9.3 below (the “Processing Fee”), multiplied by (ii) the actual quantity of Gas and vaporized condensate (in MMBtu) delivered to and processed in the Plant as measured and allocated to Customer at the Point of Delivery hereunder during such Month.

9.2 Stabilization Facilities. The Parties acknowledge and agree that any condensate or drip liquids recovered from the Gathering System at or near the Point of Delivery may be vaporized and processed at the Plant. If Customer desires Processor to install stabilization facilities to stabilize and treat any condensate or drip liquids recovered from the Gathering System at or near the Point of Delivery, Customer shall notify Processor in writing of such desire. Customer and Processor shall negotiate in good faith to enter into a separate agreement for providing such stabilization services upon mutually agreeable terms.

9.3 Fee Adjustment. One half of the Processing Fee shall be adjusted on each anniversary of the Plant Operational Date by a factor, the numerator of which is the PPI for the latest available month that is no longer subject to revision prior to the date on which such adjustment is being made, and the denominator of which is the PPI (using the same base date) for the corresponding month in the preceding calendar year; provided, however, if such calculation would result in a factor of less than 1.00, then such factor shall be deemed to equal 1.00.

9.4 Minimum Quantity Commitment. Subject to the terms hereof, beginning on the Plant Operational Date, Customer agrees to make available at the Points of Measurement for delivery to the Plant on the Gathering System, (i) for each six (6) Month period of time as set forth in the table below (each, a “Semiannual Period”), at least the quantity of Customer Gas (in MMBtu/day) set forth in the table below for such Semiannual Period (the “Semiannual Gas Commitment”) and (ii) on or before the end of the fifteenth (15th) Annual Period following the Plant Operational Date (such fifteen (15) Annual Periods, the “MQ Period”), at least an aggregate quantity of * MMBtu of Customer Gas (the “Total Gas Commitment”). The first Semiannual Period in the table below will commence on the Plant Operational Date.

9.5 Deficiency Payments. If a Semiannual Deficiency Quantity (as defined below) exists as of the end of any Semiannual Period, then Customer shall pay to Processor an amount equal to the product of * (such product being the “Deficiency Payment”). “Semiannual Deficiency Quantity” means *. Any such Deficiency Payments made by Customer shall be treated by Processor as prepayment of the Processing Fee for Customer Gas that may be delivered by Customer after the date on which Customer has delivered the Total Gas Commitment and shall be credited by Processor to the payment of the Processing Fee that otherwise would be payable hereunder for such quantities of Customer Gas delivered during the Primary Term until such prepaid fees have been exhausted. Deficiency Payments due by Customer hereunder shall be paid by Processor as provided in Article XII.

(a) Greenhouse Gas Surcharge. If, as a result of any new or amended law, rule or regulation, Processor incurs additional costs related to any Greenhouse Gas attributable to Customer Gas hereunder or any additional costs related to any Greenhouse Gas are imposed

with respect to Processor’s operations hereunder (any such additional cost, a “Greenhouse Gas Surcharge”), then Processor shall be responsible for and shall pay up to twenty percent (20%) of such Greenhouse Gas Surcharge and Customer shall reimburse Processor for the remaining eighty percent (80%) of such Greenhouse Gas Surcharge. Notwithstanding the foregoing, Customer shall retain ownership of and sole responsibility for any carbon emissions and/or other Greenhouse Gases contained within or removed from the Gas received by Processor at the Point of Delivery. If Customer is required to make any payment hereunder with respect to a Greenhouse Gas Surcharge imposed on the Plant generally, and not specifically with respect to Customer Gas, Customer shall only be responsible for its ratable share of such Greenhouse Gas Surcharge based on the average volume of Customer Gas delivered to the Plant and the average volume of all other Gas delivered to the Plant.

(b) If, exclusive of any Greenhouse Gas Surcharge, any material fee or charge is assessed upon Processor by a Governmental Authority after the Effective Date in connection with the performance of services for Customer Gas on behalf of Customer hereunder, excluding normal fees or charges that are incurred by Processor irrespective of whether Processor provides the services on behalf of Customer and excluding Taxes addressed in Article XVI, then Processor may increase the then-effective Processing Fee by up to ten percent (10%) to account for such fees or charges (to the extent such fees or charges are attributable to Customer Gas); provided, however, the cumulative effect of all such increases pursuant to this Section 9.6(b) (but exclusive of any Greenhouse Gas Surcharges or any adjustment pursuant to Section 9.3) during the Primary Term may not exceed thirty percent (30%) of the initial Processing Fee (as the same may be adjusted pursuant to Section 9.3 from time to time). If, in Processor’s reasonable judgment, an increase in the Processing Fee of more than ten percent (10%) would be required to place Processor in substantially the same economic position as it was in prior to the imposition or assessment of such fees or charges, Processor may call for a Senior Management Meeting to take place within thirty (30) Days of written notice to Customer, and the Parties shall negotiate in good faith to amend the provisions of this Agreement such that the Parties are in substantially the same relative economic position as they were in prior to the imposition or assessment of such fees or charges. If the Parties are unable to agree on an economic adjustment within sixty (60) Days of the Senior Management Meeting, then Processor may, in its sole discretion, terminate this Agreement without penalty by delivering Customer written notice of Processor’s intent to terminate. Such termination shall be effective, at the option of Customer, (i) as of 9:00 a.m. on the first Day of the Month which follows the Month that Processor delivered its notice of intent to terminate, or (ii) as of 9:00 a.m. on the first Day of the Month which is twelve (12) Months after such date, provided that the Processing Fee for such twelve (12) Month period before such termination shall be increased to place Processor in substantially the same economic position as it was in prior to the imposition or assessment of such fees, charges, or costs. Customer shall exercise such option by delivery of written notice to Processor of Customer’s election within ten (10) Business Days of receipt of Processor’s notice to terminate, provided that if Customer has not responded to Processor by the time described in clause (i) above, the Agreement shall continue pursuant to clause (ii) above.

(c) Customer shall be entitled to audit Processor’s applicable books and records for the limited purpose of determining if the amount of any increase pursuant to this Section

9.6 is justified by the actually-incurred and reasonable amount of the aggregate costs and/or expenses relating to the Plant. If such audit shall reflect that such increase was not justifiable in accordance with the foregoing, Processor shall promptly credit the amount of such discrepancy to Customer, unless Processor disagrees with the results of such audit, in which case the matter shall be resolved pursuant to the dispute resolution provisions set forth in Section 15.3 hereof.

9.7 Electric Compression Reimbursement. If Processor installs electric-driven compression in lieu of or in addition to Gas-driven compression at the Plant, then, each Month, Customer shall pay Processor an amount determined by multiplying (i) 90% of the total cost of electricity at the Plant during such Month used for compression by (ii) a fraction, the numerator of which is the total Gallons of Customer Plant Products recovered and saved during such Month, and the denominator of which is the total Gallons of Plant Products recovered and saved in the Plant from all Gas processed at the Plant during such Month. If Customer or Processor at any time believes that the determination in the preceding sentence does not reflect the costs of electric-driven compression at the Plant that should be allocated to Customer hereunder, either Party may provide notice to such other Party. Upon the delivery of such notice, the Parties agree to discuss and negotiate in good faith whether any changes in such allocation are appropriate under the circumstances.

10.1 Royalties. As between Processor and Customer, Customer shall at all times have the obligation to account for and pay or cause to be paid all royalties, overriding royalties, and other sums due on production and to make settlement with all other Persons having an interest in Customer Gas delivered hereunder. Customer shall indemnify, defend and hold Processor harmless against all loss, damage, and expense, including reasonable attorney’s fees, of every character on account of adverse claims to all such Gas delivered to Processor hereunder, and royalties, taxes, payment, or other charges due thereon or attributable thereto.

10.2 Title; Warranties Regarding Title. Customer warrants that it will have, at the time of receipt of Gas at the Point of Delivery for processing hereunder, control of and good title to and/or the full right and authority to deliver such Gas to Processor for processing hereunder. Customer warrants that the Gas delivered to Processor hereunder shall be free and clear of all liens, encumbrances, and claims whatsoever (other than liens, encumbrances and claims granted by Company to secure any credit facility or indebtedness), and that it will have at such time of receipt good right and title to the Gas or the right to process such Gas hereunder. If any claim is made challenging Customer’s right to deliver such Gas to Processor, Processor has the right to suspend receipt or deliveries of such Gas hereunder until such issue is finally resolved to the reasonable satisfaction of Processor. Processor shall not take any action that would result in the creation of any liens, encumbrances or claims created by, through or under Processor on Customer Gas or the Residue Gas and Plant Products attributable thereto.

11.1 Term. This Agreement shall commence on the Effective Date and, unless otherwise terminated as provided herein, shall continue in full force and effect until fifteen (15) years after the Plant Operational Date (the “Primary Term”). The term of this Agreement shall continue for additional terms of one year each (each an “Additional Term”) unless this Agreement is terminated by either Party as of the end of the Primary Term or an Additional Term, as applicable, by providing not less than one-hundred eighty (180) Days prior written notice of termination to the other Party.

11.2 Termination for Cause. This Agreement may be terminated upon (i) a breach termination date, or (ii) exercise by a Party of its rights under any provision of this Agreement expressly providing such Party termination rights. For purposes of this Section 11.2, “breach termination date” means the date on which either Processor or Customer, upon written notice to the other Party, terminates this Agreement upon (x) a material breach by such other Party of this Agreement and (y) the failure by the breaching party to cure such breach (A) within sixty (60) Days after receipt of written notice thereof from the terminating party, or (B) if such breach is not curable within such sixty (60) Day period, failure by the breaching party to diligently pursue its cure within thirty (30) Days after receipt of written notice thereof from the terminating party (provided, however, that notwithstanding the foregoing, the non-defaulting Party may terminate this Agreement if such breach is not cured within seventy-five (75) Days of written notice of breach); further provided, however, that (i) in order to exercise such termination right, the terminating party shall not be in material breach of this Agreement; and (ii) the cure period for undisputed payments shall be ten (10) Days.

12.1 Invoices and Statements. On or before the fifteenth (15th) Day of each Month, Processor shall provide to Customer an invoice and statement for the previous Month setting forth the calculation of the net amount due hereunder to Processor, and with respect to Customer Plant Products that are marketed by Processor, the net amount due to Customer.

12.2 Payment of Statements. Within fifteen (15) Days following receipt of each of Processor’s invoices and statements, Customer or Processor, as applicable, shall make payment to the other Party of all undisputed amounts by wire transfer, in accordance with the account information provided herein, unless another form of payment is agreed to in writing by the Parties. Should a Party fail to make payment in full of all undisputed amounts within such time period, interest shall accrue on the unpaid balance at the Default Interest Rate, but not to exceed any lesser maximum legal rate. If Customer fails to pay Processor amounts due hereunder and such failure is not cured within ten (10) Business Days’ written notice from Processor to Customer, Processor may suspend receipt and delivery of Customer Gas without prejudice to any other available remedies at law or in equity.

12.3 Billing Disputes. If a good faith dispute arises as to any amount payable hereunder, the Party responsible for payment shall nevertheless pay when due the amount not in dispute. Such payment shall not be deemed to be a waiver of the right to recoup any overpayment. If either Party withholds payment of any disputed amount as authorized herein, such Party shall, within ten (10)

Days after the due date of the statement for the Month to which the disputed amount pertains, submit to the other Party a written explanation of the dispute and any available supporting documentation. The Parties shall then cooperate in good faith to resolve such dispute as expeditiously as possible. If either Party fails to forward the entire undisputed amount due to the other Party when same is due, interest on the unpaid portion shall accrue at the Default Interest Rate, from time to time, or the maximum legal rate, whichever is the lesser, from the date such payment is due until the same is paid.

12.4 Audit Rights. Each Party or its designated representatives shall, upon reasonable notice to the other Party, have the right, no more frequently than one (1) time per twelve (12) consecutive Months, at its own expense, at reasonable times and during normal business hours, to examine the books and records of such other Party to the extent necessary to verify the accuracy of any statement, charge, computation, or demand made under or pursuant to this Agreement. Each Party agrees to keep records and books of the account in accordance with generally accepted accounting principles and practices in the industry. Each invoice and statement shall be final as to both Parties unless questioned in writing within twenty four (24) Months following such invoice and statement.

12.5 Creditworthiness. If Processor has reasonable grounds for doubting the ability of Customer to perform its obligations hereunder, Processor shall have the right to request and receive from Customer adequate assurance of performance (“Performance Assurance”) which shall mean sufficient security in a form, an amount and for the term reasonably specified by Processor. Customer at its option may then provide one of the following forms of security:

(a) Post an irrevocable standby letter of credit in a form and from a bank satisfactory to Processor; or

If the credit of Customer’ s guarantor is deemed to be satisfactory in Processor’ s opinion, the demand for Performance Assurance can be satisfied with a guarantee issued on behalf of Customer in a form, amount and tenor acceptable to Processor, but only for as long as the credit of Customer’ s guarantor continues to be acceptable to Processor.

Should Customer or its guarantor fail to provide Performance Assurance within ten (10) Business Days after receipt of written demand for such assurance, then Processor shall have the right to suspend performance under this Agreement until such time as Customer furnishes Performance Assurance.

13.1 Control and Possession of Gas and Plant Products. As between Customer and Processor, Customer shall be deemed in control and possession of the Gas delivered for processing

hereunder and responsible for any Claims or Losses caused thereby until such Gas shall have been delivered at the Point of Delivery. As between Customer and Processor, Processor shall be deemed in control and possession of the Gas delivered for processing hereunder and Plant Products recovered from such Gas and, except as provided in Section 5.2(d), Section 9.6, Article X, Section 13.3, Section 16.2 and Section 19.10, shall be responsible for any Claims or Losses caused thereby until Residue Gas shall have been delivered to Customer or its designee at the Point of Redelivery, and Customer Plant Products have been delivered to Customer or its designee at the NGL Delivery Point. Except as otherwise provided in Section 5.2(d), Section 9.6, Article X, Section 13.3, Section 16.2 and Section 19.10, the Party who has control and possession of the Gas or Plant Products shall be responsible for and shall indemnify the other Party for any Claims or Losses caused thereby and occurring while the Gas or Plant Products is in the indemnifying Party’s control and possession.

13.2 Waiver of Certain Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY EXEMPLARY OR PUNITIVE DAMAGES OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING LOSS OF USE, LOST PROFITS OR REVENUES, COST OF CAPITAL, CANCELLATION OF PERMITS, UNABSORBED TRANSPORTATION OR STORAGE CHARGES, TERMINATION OF CONTRACTS, OR TORT OR CONTRACT CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY BREACH HEREOF, IRRESPECTIVE OF WHETHER CLAIMS FOR SUCH DAMAGES ARE BASED UPON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THIS SECTION 13.2 SHALL APPLY NOTWITHSTANDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR RESPONSIBILITY OF THE PARTY WHOSE LIABILITY IS LIMITED BY THIS PROVISION, OR ANY OTHER EVENT OR CONDITION, WHETHER ANTICIPATED OR UNANTICIPATED, AND REGARDLESS OF WHETHER PRE-EXISTING PRIOR TO THE DATE OF THIS AGREEMENT.

13.3 Inert Constituents. Customer shall retain title to all Inert Constituents in Gas (collectively, whether any such Inert Constituents are removed from the Gas or not, “Customer’s Inert Constituents”), delivered by Customer under this Agreement. To the extent that Processor removes Customer’s Inert Constituents from such Gas and Customer has not made arrangements to utilize, market or dispose of Customer’s Inert Constituents, Processor may, but is not required to, dispose of Customer’s Inert Constituents by venting or other methods. If (i) venting Customer’s Inert Constituents is ever prohibited or disallowed for any reason or is deemed by Processor to be uneconomic, or (ii) additional costs are required to vent, dispose of or handle Customer’s Inert Constituents due to rules, regulations or other laws, then Customer shall promptly (A) make alternate arrangements to utilize, market and/or dispose of Customer’s Inert Constituents at Customer’s sole cost and expense, (B) notify Processor in writing and in reasonable detail of such alternate arrangements, and (C) reimburse Processor for any costs incurred by Processor in delivering Customer’s Inert Constituents for such utilization, marketing and/or disposal. If Customer fails to comply with Customer’s obligations under the immediately preceding sentence, Processor shall have the right, but not the obligation, without notice to Customer, to make arrangements for utilization, marketing and/or disposal of Customer’s Inert Constituents for

Customer’s account and at Customer’s sole cost and expense; and Customer shall promptly reimburse Processor upon demand for any costs and expenses incurred by Processor in connection with such arrangements by Processor. CUSTOMER HEREBY RELEASES, INDEMNIFIES, DEFENDS AND HOLDS HARMLESS PROCESSOR AND PROCESSOR’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LIABILITIES, EXPENSES, ACTIONS, CAUSES OF ACTION, LIABILITIES, LOSSES, TAXES, PENALTIES AND FEES ARISING OUT OF OR IN ANY WAY RELATING TO (I) CUSTOMER’S INERT CONSTITUENTS, INCLUDING, WITHOUT LIMITATION, THE UTILIZATION, MARKETING OR DISPOSAL THEREOF, AND/OR (II) ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, POLLUTION, OR CONTAMINATION ARISING OUT OF OR RELATING TO CUSTOMER’S INERT CONSTITUENTS, EXCEPT TO THE EXTENT THAT ANY SUCH CLAIMS, DEMANDS, DAMAGES, LIABILITIES, EXPENSES, ACTIONS, CAUSES OF ACTION, LIABILITIES, LOSSES, TAXES, PENALTIES OR FEES ARE ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH INDEMNITEE.

13.4 Indemnification. (a) SUBJECT TO THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTIONS 13.2 AND 13.3, PROCESSOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CUSTOMER AND CUSTOMER’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES, INCLUDING THIRD PARTY CLAIMS, ARISING OUT OF OR RELATING TO: (i) THE OPERATIONS CONDUCTED HEREUNDER OR IN CONNECTION HEREWITH BY PROCESSOR TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PROCESSOR, EXCEPT TO THE EXTENT THAT SUCH CLAIMS OR LOSSES ARE ATTRIBUTABLE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CUSTOMER OR ANY OF CUSTOMER’S MEMBERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, AND (ii) ANY BREACH OF THIS AGREEMENT BY PROCESSOR.

(b) SUBJECT TO THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTION 13.2, CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PROCESSOR AND PROCESSOR’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES, INCLUDING THIRD PARTY CLAIMS, ARISING OUT OF OR RELATING TO: (i) THE OPERATIONS CONDUCTED HEREUNDER OR IN CONNECTION HEREWITH BY CUSTOMER TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CUSTOMER, EXCEPT TO THE EXTENT THAT SUCH CLAIMS OR LOSSES ARE ATTRIBUTABLE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF PROCESSOR OR ANY OF PROCESSOR’S MEMBERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, AND (ii) ANY BREACH OF THIS AGREEMENT BY CUSTOMER.

14.1 Suspension of Obligations. If either Customer or Processor is rendered unable, wholly or in part, by reason of Force Majeure, from carrying out its obligations under this Agreement (other than the obligation to make payment of amounts due hereunder), then upon said Party’s giving written notice and reasonably full particulars of such Force Majeure to the other Party, which shall be done as soon as practicable after the occurrence of the cause relied on, the obligations of the Party giving such notice (other than the obligation to make payment of amounts due hereunder), so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall be remedied with all reasonable dispatch.

14.2 Definition of Force Majeure. The term “Force Majeure” shall mean acts of God, acts of any Governmental Authority, compliance with rules, regulations or orders of any Governmental Authority, strikes, lockouts or other industrial disturbances, acts of the public enemy, acts of terrorism, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, extreme temperatures, storms, hurricanes, floods, or other adverse weather conditions, washouts, arrests and restraint of rulers and people, civil disturbances, explosions, breakage or accident to equipment, machinery or lines of pipes, freezing of wells or lines of pipes, partial or entire failure or refusal of operators of upstream or downstream pipelines or facilities to receive Gas or Plant Products or increases in pressure of upstream or downstream pipelines or facilities, requisitions, directives, diversions, embargoes, priorities or expropriations of Governmental Authorities, legal or de facto, whether purporting to act under some constitution, decree, law or otherwise, the necessity for making repairs, alterations, enlargements or connections to, or performing maintenance on, machinery or facilities, inability to secure rights of way, transportation embargoes or failures or delays in transportation or poor road conditions, and, without limitation by enumeration, any other cause or causes, whether of the kind herein enumerated or otherwise, not reasonably within the control of the Party claiming suspension, which, by the exercise of due diligence, such Party shall not have been able to avoid.

14.3 Strikes. The settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty. The requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party, when such is deemed inadvisable in the discretion of the Party having the difficulty.

15.1 Governing Law. This Agreement is entered into in the State of Louisiana and shall be governed, interpreted and construed in accordance with the laws of the State of Louisiana without regard to the conflicts of laws provisions thereof.

15.2 Venue. Exclusive venue for any suit, action or proceeding brought by either Party in connection with this Agreement or arising out of the terms or conditions hereof shall be in the state or federal courts situated in Lincoln Parish, Louisiana. The Parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection

they may now or hereafter have to the laying of venue of any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the state and federal courts situated in Lincoln Parish, Louisiana.

15.3 Negotiation. Prior to submitting any dispute for resolution by a court, a Party shall provide written notice to the other of the occurrence of such dispute. If the Parties have failed to resolve the dispute within fifteen (15) Business Days after such notice was given, the Parties shall seek to resolve the dispute by negotiation between senior management personnel of each Party. Such personnel shall endeavor to meet and attempt to amicably resolve the dispute. If the Parties are unable to resolve the dispute for any reason within thirty (30) Business Days after the original notice of dispute was given, then either Party shall be entitled to pursue any remedies available at law or in equity; provided, however, this Section 15.3 shall not limit a Party’s right to initiate litigation prior to the expiration of the time periods set forth in this Section 15.3 if application of such limitations would prevent a Party from filing a lawsuit or claim within the applicable period for filing lawsuits (e.g., statutes of limitation, prescription, etc.).

16.1 Taxes on Processing and Plant Products. Any Tax in the nature of a processing Tax, or any Tax on Plant Products resulting from the processing of Customer Gas, or the sale of Plant Products extracted therefrom, and any and all other Taxes now or hereafter levied, assessed, or collected on Plant Products extracted, saved and sold from Customer Gas, shall be borne by Customer. In the event Processor is liable and/or required to pay any such Tax for or on behalf of Customer, Customer shall reimburse Processor for such taxes pursuant to Processor’s invoice for the same.

16.2 Other Taxes. Customer shall pay, or cause to be paid, all production, severance, gross receipts, ad valorem and similar or other Taxes levied or imposed with respect to Customer Gas, and Customer shall bear and pay all Taxes levied or imposed with respect to Customer Residue Gas. In the event Processor is required to pay or remit any such Tax for Customer, Customer shall reimburse Processor for such taxes pursuant to Processor’s invoice for the same. Customer hereby agrees to indemnify, defend and hold harmless Processor from and against any and all Claims and Losses arising out of or related to such Taxes. This indemnity and defense obligation shall survive the expiration or termination of this Agreement.

16.3 Taxes on Processing Facilities. Notwithstanding anything in this Agreement to the contrary, Customer shall not be liable hereunder for any (x) Taxes (including ad valorem taxes) assessed against Processor based on Processor’s income, revenues, gross receipts, net worth or ownership of the Plant or any equipment or facilities related thereto, and (y) state franchise, license and similar Taxes required for the maintenance of Processor’s corporate existence.

17.1 Restrictions on Assignment. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.

17.2 Permitted Assignments. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such Party or its Affiliates without the consent of the other Party, (iii) Processor may assign this Agreement without Customer’s consent in connection with the sale or transfer of the Plant, and (iv) Customer may assign or partially assign this Agreement without Processor’s consent in connection with the sale or transfer of all or part of Customer’s Interests subject to the Dedication, provided that such assignee has a credit rating reasonably acceptable to Customer at the time of such sale or transfer. If any such transfer described in (i) through (iv) above occurs, (a) the transferee (other than any grantee under any lien, pledge, encumbrance or security interest) shall assume in writing the obligations and liabilities of the transferor under this Agreement (the “Assumed Obligations”); (b) in the case of transfers under clause (iv) above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of the Assumed Obligations, provided that Processor’s combined obligations to Customer and to any partial transferee of Customer shall be no greater than Customer’s obligations prior to such transfer; and (c) no transfer or succession to the interest of Customer hereunder, wholly or partially, shall affect or bind Processor until the first of the month following the date Processor has received a copy of the recorded transfer document or other proof satisfactory to Processor that the claimant is legally entitled to such interest.

18.1 Notice. Any notice, statement, payment, claim or other communication required or permitted hereunder shall be in writing and shall be sent by: (i) facsimile transmission; (ii) delivered by hand; (iii) sent by United States mail with all postage fully prepaid; or (iv) by courier with charges paid in accordance with the customary arrangements established by such courier, in each of the foregoing cases addressed to the Party at the following addresses:

Such notices, statements, payments, claims or other communications shall be deemed received as follows: (i) if delivered personally, upon delivery; (ii) if sent by United States mail, whether by express mail, registered mail, certified mail or regular mail, the notice shall be deemed to have been received on the Day receipt is refused or is confirmed orally or in writing by the receiving Party; (iii) if sent by a courier service, upon delivery; or (iv) if sent by facsimile, on the Business Day following the Day on which it was transmitted and confirmed by transmission report or such earlier time as confirmed orally or in writing by the receiving Party.

18.2 Change of Address. Notices of change of address of either of the Parties shall be given in writing to the other Party in the manner aforesaid and shall be observed in the giving of all future notices, statements, payments, claims or other communications required or permitted to be given hereunder.

19.1 Entire Agreement. This Agreement, including any attachments, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect thereto, and may not be amended or modified except by a written instrument signed by both Parties expressly identifying it as an amendment or modification hereof.

19.2 Confidentiality . The Parties agree that the terms of this Agreement shall be considered confidential, shall be kept confidential and shall not be disclosed during the term of this Agreement to any Person that is not a Party, except:

(b) to the extent such information is required to be furnished in compliance with applicable law, or pursuant to any legal proceedings or because of any order of any Governmental Authority binding upon a Party;

(d) to prospective or actual attorneys engaged by either Party where disclosure of such information is essential to such attorney’s work for such Party;

(e) to prospective or actual contractors and consultants engaged by either Party where disclosure of such information is essential to such contractor’s or consultant’s work for such Party;

(f) to a bank or other financial institution to the extent appropriate to a Party arranging for funding;

(g) to the extent such information must be disclosed pursuant to any rules or requirements of any stock exchange having jurisdiction over such Party or its Affiliates;

(h) to its respective employees, subject to each Party taking customary precautions to ensure such information is kept confidential; and

(i) any information which, through no fault of a Party, becomes a part of the public domain.

Except as provided in subsection 19.2(b) above, any third party receiving information pursuant to this Section 19.2 shall first execute a confidentiality agreement with the Parties prior to receiving such information.

19.3 Waiver. Any failure by either Party to comply with any of its obligations, agreements or conditions herein contained may only be waived in writing in an instrument specifically identified as a waiver and signed by the Party to whom such compliance is owed. No waiver of, or consent to a change in, any provision of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, any other provisions hereof, nor shall such waiver constitute a continuing waiver unless expressly provided in the waiver.

19.4 No Third Party Beneficiaries. Except for Persons indemnified hereunder, this Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto other than Persons which become successors or assigns pursuant to Article XVII hereof.

19.5 No Partnership. It is not the intention of the Parties to create, nor is there created hereby, a partnership, trust, joint venture or association. The status of each Party hereunder is solely that of an independent contractor.

19.6 Published Indices. Unless expressly provided otherwise herein, if any published price index referred to in this Agreement ceases to be published, the Parties shall mutually agree to an alternative published price index representative of the published price index referred to in this Agreement.

19.7 Headings. The headings and captions in this Agreement have been inserted for convenience of reference only and shall not define or limit any of the terms and provisions hereof.

19.8 Contract Interpretation. In this Agreement, unless a clear contrary intention appears:

(a) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

(d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

(e) reference to any law means such law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated hereunder, and reference to any section or other provision of any law means that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

(f) “hereunder,” “hereof,” “hereto,” “herein,” “hereby,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

(g) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(i) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”;

(j) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto;

(k) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; and

(l) all references in this Agreement to an “Article,” “Section,” “subsection,” or “Exhibit” shall be to an Article, Section, subsection, or Exhibit of this Agreement, unless the context requires otherwise.

19.9 Agreement Subject to Laws. This Agreement is subject to all applicable state and federal laws and to all applicable orders, rules, and regulations of any Governmental Authority having jurisdiction. If either Party is ordered or required to do any act inconsistent with the provisions of this Agreement, then this Agreement shall continue nevertheless and shall be deemed modified to conform with the requirements of such law or regulation.

19.10 Federal Jurisdiction. Customer shall take no action that, directly or indirectly, could result in Processor being subjected to federal regulation, other than as to safety, under the Natural Gas Act or Section 311 of the Natural Gas Policy Act. If Customer takes any such action, in addition to all other remedies available to it in connection with such breach, Processor shall have the right to terminate this Agreement immediately. Customer shall be responsible and pay for and shall release, defend, indemnify and hold harmless Processor to the maximum extent permitted under applicable laws, from any and all Claims and Losses arising from or out of any act or omission of Customer which results in Processor or its Affiliates becoming subject to federal regulation, other than as to safety, under the Natural Gas Act or Section 311 of the Natural Gas Policy Act. In addition to the foregoing, Processor may terminate this Agreement without penalty if Processor or the Plant becomes subject to federal regulation, other than as to safety, under the Natural Gas Act or Section 311 of the Natural Gas Policy Act, and Processor elects to discontinue providing processing or other service to all customers on the Plant.

19.11 Reports to Governmental Authorities. Processor does not represent or warrant that any information it may furnish to Customer under the provisions of this Agreement will satisfy any of the requirements that may be imposed by any applicable state or federal laws and by any applicable orders, rules, and regulations of any Governmental Authorities having jurisdiction. Further, Processor does not assume the responsibility for the making of any reports to any Governmental Authorities that are required to be made by or on behalf of Customer.

19.12 Material Adverse Change. If a federal or state statute, regulation or order enacted or imposed by a Governmental Authority after the Effective Date effects a change to a substantive provision of this Agreement that has a material adverse impact upon the performance or benefits of either Party under this Agreement, including, without limitation, the imposition of terms, conditions, or rate restrictions that materially adversely affect the economic positions of the Parties under this Agreement, then the Parties will enter into good faith negotiations to attempt to revise this

Agreement and any other ancillary agreements between Customer and Processor so that (a) performance under this Agreement is no longer impacted in a material adverse fashion and (b) this Agreement and any other ancillary agreements between Customer and Processor are revised in a manner that preserves, to the maximum extent possible, the respective economic positions of the Parties. Each Party will provide reasonable and prompt notice to the other Party as to any proposed law, regulations or any regulatory proceeding or actions that could cause such Party to invoke its rights under this Section 19.12. If, despite their good faith efforts, the Parties are unable to revise this Agreement in accordance with the above within ninety (90) Days from written notice of the occurrence, then the Party whose performance and/or benefits is impacted in a material adverse fashion will have the right to suspend or terminate this Agreement upon written notice delivered to the other Party within thirty (30) Days after expiration of the ninety (90) Day period with such suspension or termination to be effective no sooner than twelve (12) Months after the date of such written notice. Until such time as this Agreement is suspended or terminated, each Party will meet all obligations under this Agreement, unless otherwise prohibited by law.

19.13 Severability. The invalidity of any one or more provisions of this Agreement will not affect the validity of this Agreement as a whole, and in case of any such invalidity, this Agreement will be construed as if the invalid provision had not been included herein so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that one or more provisions of this Agreement are invalid, 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.

19.14 Expenses. Each Party shall pay its own legal fees and other costs and expenses incurred by it in connection with the execution and delivery of this Agreement.

19.15 Joint Preparation. The Parties acknowledge and mutually agree that this Agreement and all contents herein were jointly prepared by the Parties.

19.16 Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.

19.17 No Inducements. No director, employee, or agent of any Party shall give or receive any commission, fee, rebate, gift, or entertainment of significant cost or value in connection with this Agreement.

19.18 Counterpart Execution. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument. Any signature delivered by a Party by facsimile transmission or electronically shall be deemed an original signature.

19.19 Survival. The respective indemnification obligations of the Parties set forth in this Agreement and the limitations of liability set forth in Section 13.2 shall survive the expiration of the Term and any termination of this Agreement.

19.20 Customer-Affiliate-Subsidiary Obligations. Customer shall not, and shall not permit its Subsidiaries to, seek to avoid its obligations hereunder by acting through an Affiliate which is not a Subsidiary.

This Agreement is executed by the authorized representatives of the Parties, to be effective on the date first set forth above.


CUSTOMER:

WildHorse Resources, LLC

By:		/s/ Anthony Bahr
Name:		Anthony Bahr
Title:		Chief Executive Officer

This Agreement is executed by the authorized representatives of the Parties, to be effective on the date first set forth above.


PROCESSOR:

PennTex North Louisiana, LLC

By:		/s/ Thomas F. Karam
Name:		Thomas F. Karam
Title:		CEO

THIS MEMORANDUM OF GAS PROCESSING AGREEMENT (this “Memorandum”) is made and entered into effective as of March 17, 2014 (the “Effective Date”), by and between PennTex North Louisiana, LLC, a Delaware limited liability company (“Processor”), with an address of 11931 Wickchester Lane, Suite 300, Houston, Texas 77043, and WildHorse Resources, LLC, a Delaware limited liability company (“Customer”), with an address of 9805 Katy Freeway, Suite 400, Houston, Texas 77024. Processor and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Customer and Processor entered into that certain Gas Processing Agreement dated as of the Effective Date, as amended from time to time (the “Agreement”).

WHEREAS, the Parties desire to file this Memorandum in the applicable real property records to give notice of the existence of the Agreement and certain provisions contained therein.

NOW THEREFORE, for and in consideration of the premises and mutual covenants contained in the Agreement, the Parties hereby agree as follows:

“Customer Dedicated Leases” means (i) the oil and gas leases described in Schedule 1 attached hereto and (ii) any undeveloped oil and gas leases acquired by Customer or any other Subsidiary in the Dedicated Area after the Effective Date (whether directly from a lessor or acquisitions from other third-parties as lessees).

(a) all Gas produced and saved from wells now or hereafter located on lands covered by the Customer Dedicated Leases or on lands pooled or unitized therewith to the extent such Gas is attributable to Interests now owned by Customer and/or any other Subsidiary or hereafter acquired by Customer and/or any other Subsidiary, and their respective successors and assigns, and not delivered or used in lease operations as permitted pursuant to the Agreement or otherwise excluded as provided in the Agreement; and

(b) with respect to such wells for which Customer and/or any other Subsidiary is the operator, Gas produced from such wells that is attributable to Interests in such wells owned by other working interest owners and royalty owners which is not (i) taken “in-kind” by such working interest owners and royalty owners (and which Customer has the contractual right to deliver under the Agreement) or (ii) delivered or used in lease operations as permitted pursuant to the Agreement, and for which Customer and/or such other Subsidiary has the right and/or obligation to deliver such Gas; provided, however, with respect to Customer Gas that is subject to a Prior Dedication, subject to the Dedication, such Customer Gas may be delivered in accordance with such Prior Dedication.

IN WITNESS WHEREOF, this Memorandum has been signed by or on behalf of each of the Parties on the dates set forth in their acknowledgements below, but effective as of the Effective Date.


CUSTOMER:

WildHorse Resources, LLC

By:		[Exhibit - Not for Signature]
Name:
Title:

PROCESSOR:

PennTex North Louisiana, LLC

By:
Name:
Title:

The foregoing instrument was acknowledged before me by , the of WildHorse Resources, LLC, a Delaware limited liability company, on behalf of said limited liability company this day of , 2014.

The foregoing instrument was acknowledged before me by , the of PennTex North Louisiana, LLC, a Delaware limited liability company, on behalf of said limited liability company this day of , 2014.

Gas received at the Point of Delivery shall meet each specification set forth below:

All lands in the State of Louisiana lying north of the township line between townships 14N and 15N, such lands being more particularly depicted as being all lands lying north of the bold red line in the attached map.

Gas received at the Point of Delivery is expected to have the specifications set forth below:


Exhibits

EXHIBIT A		Maximum Daily Quantity*
EXHIBIT B		Memorandum
EXHIBIT C		Specifications*
EXHIBIT D		AMI Description
EXHIBIT E		Schedule of Dedicated Leases
EXHIBIT F		Prior Dedications
EXHIBIT G		Plan Design Specifications*


Semiannual Period	Semiannual Gas Commitment (in MMBtu/day)	Cumulative Gas Commitment (in MMBtu)
First Six Months of Annual Period 1	*	*
Second Six Months of Annual Period 1	*	*
First Six Months of Annual Period 2	*	*
Second Six Months of Annual Period 2	*	*
First Six Months of Annual Period 3	*	*
Second Six Months of Annual Period 3	*	*
First Six Months of Annual Period 4	*	*


Semiannual Period	Semiannual Gas Commitment (in MMBtu/day)	Cumulative Gas Commitment (in MMBtu)
Second Six Months of Annual Period 4	*	*
First Six Months of Annual Period 5	*	*
Second Six Months of Annual Period 5	*	*
First Six Months of Annual Period 6	*	*
Second Six Months of Annual Period 6	*	*
First Six Months of Annual Period 7	*	*
Second Six Months of Annual Period 7	*	*
First Six Months of Annual Period 8	*	*
Second Six Months of Annual Period 8	*	*
First Six Months of Annual Period 9	*	*
Second Six Months of Annual Period 9	*	*
First Six Months of Annual Period 10	*	*
Second Six Months of Annual Period 10	*	*
First Six Months of Annual Period 11	*	*
Second Six Months of Annual Period 11	*	*
First Six Months of Annual Period 12	*	*
Second Six Months of Annual Period 12	*	*
First Six Months of Annual Period 13	*	*
Second Six Months of Annual Period 13	*	*
First Six Months of Annual Period 14	*	*
Second Six Months of Annual Period 14	*	*
First Six Months of Annual Period 15	*	*
Second Six Months of Annual Period 15	*	*


Processor:		NOTICES AND CORRESPONDENCE:

		PennTex Midstream Partners, LLC Attn: Thomas Karam, Chief Executive Officer 11931 Wickchester Lane, Suite 300
		Houston, Texas 77043 Fax:

		ACCOUNTING MATTERS:

		PennTex Midstream Partners, LLC Attn: 11931 Wickchester Lane, Suite 300
		Houston, Texas 77043 Fax:


		PAYMENT BY WIRE OR ACH:

		PennTex Midstream Partners, LLC
		ABA:
		Account No.:

Customer:		NOTICES AND CORRESPONDENCE:

		WildHorse Resources, LLC
		Attn: Anthony Bahr, Chief Executive Officer9805 Katy Freeway, Suite 400
		Houston, Texas 77024

		with a copy to:

		Memorial Resource Development LLC
		Attn: General Counsel
		1301 McKinney Street, Suite 2100
		Houston, TX 77010

		ACCOUNTING MATTERS:

		WildHorse Resources, LLC
		Attn: Revenue Accounting9805 Katy Freeway, Suite 400
		Houston, Texas 77024

		PAYMENT BY WIRE OR ACH:

		[ ]


ARTICLE		PAGE

ARTICLE I. CERTAIN DEFINITIONS		1

ARTICLE II. CUSTOMER RIGHTS AND OBLIGATIONS		8
2.1 Dedication		8
2.2 Prior Dedications		9
2.3 Covenant Running with the Land		9
2.4 Memorandum of Agreement		9
2.5 Customer Warranty		10
2.6 No Upstream Processing		10
2.7 Customer Gas in Excess of Maximum Daily Quantity		10
2.8 Gas for Lease Operations		10

ARTICLE III. DELIVERY AND PROCESSING OF GAS		10

3.1 Plant Operational Date; Initial Operation; Design Basis; Second Plant Option		10
3.2 Delivery of Customer Gas		11
3.3 Processor Commitment		12
3.4 Delivery of Customer’s Residue Gas		12
3.5 Receipt and Processing of Gas.		12
3.6 Maintenance		12
3.7 Customer’s MDQ		13
3.8 Plant Operations		13
3.9 Operation of the Plant		15
3.10 Delivery of Customer Plant Products		15

ARTICLE IV. NOMINATIONS AND BALANCING		15

4.1 Nomination Procedures		15
4.2 Balancing		15
4.3 Allocation of Received Gas		16
4.4 Plant Product Allocation Procedure		16

ARTICLE V. QUALITY		16

5.1 Gas Quality Specifications		16
5.2 Non-Conforming Gas		16
5.3 Hazardous Substances		17
5.4 Environmental, Health and Safety Laws		17

ARTICLE VI. MEASUREMENT AND TESTING		17

6.1 Measurement Equipment		17
6.2 Measurement Standards		18
6.3 Measurement Factors		18
6.4 Measurement Accuracy Verification		19
6.5 Measurement Error		19
6.6 Customer’s Right of Inspection		19
6.7 Gross Heating Value Determination		20


6.8 Hydrocarbon Content		20
6.9 Fractional Analysis		20
6.10 Modifications to Measurement Procedures		20
6.11 Measurement Disputes		21

ARTICLE VII. PLANT PRODUCTS AND CUSTOMER RESIDUE GAS		21

7.1 Conveyance of Rights to Processor		21
7.2 Title to Customer Gas and Plant Products		21

ARTICLE VIII. PLANT FUEL, LOST AND UNACCOUNTED FOR AND SHRINKAGE		21

8.1 Calculation of Plant Fuel and Lost and Unaccounted for Gas		21
8.2 Calculation of Shrinkage		21
8.3 Plant Fuel, Shrinkage and Lost and Unaccounted for Gas		21

ARTICLE IX. COMPENSATION AND FEES		22

9.1 Processing Fee		22
9.2 Stabilization Facilities		22
9.3 Fee Adjustment		22
9.4 Minimum Quantity Commitment.		22
9.5 Deficiency Payments		23
9.6 Certain Other Payments		23
9.7 Electric Compression Reimbursement		25

ARTICLE X. ROYALTIES; WARRANTY OF TITLE		25

10.1 Royalties		25
10.2 Title; Warranties Regarding Title		25

ARTICLE XI. TERM		26
11.1 Term		26
11.2 Termination for Cause		26

ARTICLE XII. STATEMENTS AND PAYMENTS		26

12.1 Invoices and Statements		26
12.2 Payment of Statements		26
12.3 Billing Disputes		26
12.4 Audit Rights		27
12.5 Customer Credit Data		27
12.6 Setoff and Recoupment		27
12.7 Creditworthiness Determination		27

ARTICLE XIII. LIABILITY OF THE PARTIES		27

13.1 Control and Possession of Gas and Plant Products		27
13.2 Waiver of Certain Damages		28
13.3 Inert Constituents		28
13.4 Indemnification		29

ARTICLE XIV. FORCE MAJEURE		30
14.1 Suspension of Obligations		30


14.2 Definition of Force Majeure		30
14.3 Strikes		30

ARTICLE XV. GOVERNING LAW; VENUE; DISPUTE RESOLUTION		30

15.1 Governing Law		30
15.2 Venue		30
15.3 Negotiation		31

ARTICLE XVI. TAXES		31

16.1 Taxes on Processing and Plant Products		31
16.2 Other Taxes		31

ARTICLE XVII. ASSIGNMENT		31

17.1 Restrictions on Assignment		31
17.2 Permitted Assignments		32

ARTICLE XVIII. NOTICES AND STATEMENTS		32

18.1 Notice		32
18.2 Change of Address		33

ARTICLE XIX. MISCELLANEOUS		34

19.1 Entire Agreement		34
19.2 Confidentiality		34
19.3 Waiver		34
19.4 No Third Party Beneficiaries		35
19.5 No Partnership		35
19.6 Published Indices		35
19.7 Headings		35
19.8 Contract Interpretation		35
19.9 Agreement Subject to Laws		36
19.10 Federal Jurisdiction		36
19.11 Reports to Governmental Authorities		36
19.12 Material Adverse Change		36
19.13 Severability		37
19.14 Expenses		37
19.15 Joint Preparation		37
19.16 Further Assurances		37
19.17 No Inducements		37
19.18 Counterpart Execution		37
19.19 Survival		37
19.20 Customer-Affiliate-Subsidiary Obligations		38


	MDQ (MMBtu per Day)

Annual Period 1		*

Annual Period 2		*

Annual Period 3		*

Annual Period 4		*

Annual Period 5		*

Annual Period 6		*

Annual Period 7		*

Annual Period 8		*

Annual Period 9		*

Annual Period 10		*

Annual Period 11		*

Annual Period 12		*

Annual Period 13		*

Annual Period 14		*


Lease No.	Lessor	Lessee	Lease date		Book	Page	Reference	ST	County
LA-PCK0007-006	DAUCIE BUTLER PRATT ET AL	MATLOCK OIL CORPORATION		8/26/1969	356	478	251278	LA	Claiborne
LA-PCK0008-000	CLARE C CLARK ET AL	PAT N MASON		6/29/1968	350	440	248666	LA	Claiborne
LA-SGC0011-000	EDDIE RAY ALLEN	HOOD PETROLEUM INC		4/5/2005	1359	162	416076	LA	Claiborne
LA-SGC0012-000	ROBERT JOSEPH KING	HOOD PETROLEUM INC		5/6/2005	1359	165	416077	LA	Claiborne
	OZLEY D LTD REPRESENTED BY OZLEY D LLC
LA-SGC0019-001	LAMAR E OZLEY JR AS MANAGER	KCS RESOURCES INC		9/7/2005	1372	49	417733	LA	Claiborne
	OZLEY A LTD REPRESENTED BY OZLEY A LLC
LA-SGC0019-002	LAMAR E OZLEY JR AS MANAGER	KCS RESOURCES INC		9/7/2005	1372	46	417732	LA	Claiborne
					1424	63	424514
					1221	471	F84581
					1181	513	F67893
LA-SGC0020-000	JAMES B SMITH ET UX	KCS RESOURCES INC		8/30/2005	1379	88	418797	LA	Claiborne
LA-SGC0021-001	DAVID R COX	KCS RESOURCES INC		12/14/2005	1375	135	418231	LA	Claiborne
LA-SGC0022-001	GEORGE H MEADORS ET UX	KCS RESOURCES INC		8/16/2005	1181	516		LA	Claiborne
					1394	177	420895
LA-SGC0022-002	JAMES O SMITH III	KCS RESOURCES INC		3/2/2006	1394	177	420895	LA	Claiborne
LA-SGC0022-003	W MARSHALL SHAW JR ET AL	KCS RESOURCES, INC.		5/2/2008	1477	151	430653	LA	Claiborne
					1371	62	417659
					1376	275	418418
					1371	62	417659
					1376	275	418418
					1371	62	417659
LA-SGC0022-004	MAXCO PROPERTIES LC	HOOD PETROLEUM INC		8/20/2005	1376	275	418418	LA	Claiborne
					1366	53	416922
LA-SGC0022-005	RUTH GILL JAMES	HOOD PETROLEUM INC		8/10/2005	1366	53	416922	LA	Claiborne
	THE PAIGE ELIZABETH PRINCE TRUST				1369	152	417361
LA-SGC0022-008	JOHN COLLIER PATTON AT TRUSTEE	HOOD PETROLEUM INC		8/29/2005	1369	152	417361	LA	Claiborne
					1369	158	417362
LA-SGC0022-009	JOHN COLLIER PATTON	HOOD PETROLEUM INC		8/29/2005	1369	158	417362	LA	Claiborne
					1367	1	417029
LA-SGC0022-010	RENE’ LEWIS DROUIN ET UX	HOOD PETROLEUM INC		8/26/2005	1367	1	417029	LA	Claiborne
	ELIZABETH ANN MEADORS HUEY				1369	146	417360
LA-SGC0022-011	GEORGE H MEADORS AS AGENT & ATTORNEY IN FACT	HOOD PETROLEUM INC		8/29/2005	1369	146	417360	LA	Claiborne
					1366	59	416923
LA-SGC0022-012	PAULYN GILL DOUGHERTY	HOOD PETROLEUM INC		8/10/2005	1366	59	416923	LA	Claiborne
	JOHN M CARPENTER TESTAMENTARY TRUST				1372	187	417798
LA-SGC0022-013	MARY WILKES MEADORS CARPENTER AS TRUSTEE	HOOD PETROLEUM INC		8/29/2005	1372	187	417798	LA	Claiborne
					1372	181	417797
LA-SGC0022-014	MARY WILKES MEADORS CARPENTER	HOOD PETROLEUM INC		8/29/2005	1372	181	417797	LA	Claiborne
	CAROLYN GILL TOPP
	VIRGINIA GILL SCHNEIDER AS AGENT & ATTORNEY IN				1370	298	417631
LA-SGC0022-015	FACT	HOOD PETROLEUM INC		8/20/2005	1370	298	417631	LA	Claiborne
	JOHN TORBERT GILL
	VIRGINIA GILL SCHNEIDER AS AGENT & ATTORNEY IN				1374	191	418117
LA-SGC0022-016	FACT	HOOD PETROLEUM INC		8/20/2005	1374	191	418117	LA	Claiborne
	GLEN RICHARD GILL
	VIRGINIA GILL SCHNEIDER AS AGENT & ATTORNEY IN				1371	07	417633
LA-SGC0022-017	FACT	HOOD PETROLEUM INC		8/20/2005	1371	07	417633	LA	Claiborne


STATE OF TEXAS		§
		§
COUNTY OF HARRIS		§


STATE OF [ ]		§
		§
COUNTY OF [ ]		§