EX-10.4



 Exhibit 10.4 
  





 
 Base Contract for Sale and Purchase of Natural Gas This Base Contract is entered into as of the following date: July 9. 2012 The parties
to this Base Contract are the following: PARTY A PARTY NAME PARTYB Louis Dreyfus Energy Services L.P. (“LDES”) Atlas Resources, LLC ADDRESS Park Place Corporate Center One 1 2200 Atlantic Street, Suite 800, Stamford, CT 06902-6834 1000
Commerce Drive, 4 h Floor, Pittsburgh, PA 15275 www. BUSINESS WEBSITE www. N/A CONTRACT NUMBER 038714783 D-U N-S® NUMBER 078330018 181 US FEDERAL: 06-159776o 0 US FEDERAL: 20-4822875 TAX ID NUMBERS 0 OTHER: 0 OTHER: JURISDICTION OF Delaware
ORGANIZATION 0 Corporation 0 LLC 0 Corporation 181 LLC 181 Limited Partnership 0 Partnership COMPANY TYPE o Limited Partnership 0 Partnership 0 LLP 0 Other: 0 LLP 0 Other: GUARANTOR Louis Dreyfus High bridge Energy LLC (IF APPLICABLE) CONTACT
INFORMATION ATTN’ COMMERCIAL ATTN: TEL: FAX ‘ TEL ‘ FAX ‘ ‘ EMAIL: ·’ EMAIL: ‘ ‘ Park Place Corporate Center one 1iJOO Commerce Drive 4th Floor Pittsburg [Qu PA 15275 ‘ ... ‘, ATTN: SCHEDULING
ATTN: Energy Marketing Dept. TEL: ‘ FAX ‘ ·. · 412 489 0555 TEL ‘ FAX: EMAIL: EMAIL: 2200 Atlantic Street Suite BOO, Stamford; CT 06902-6834 Park Place Cur (2orate Center One 1000 Commerce Drive 4th Floor Pittsburgh PA
15275 ATTN: Legal Dept. CONTRACT AND LEGAL NOTICES ATTN’ Energy Marketing Dept. TEL, FAX: 203-564-8217 TEL ‘ 412 489 4910 FAX: 412 489 0555 EMAIL: EMAIL: · 2200. Atlantic Street Suite· 800 Stamford, CT 06902-6834 Park Place
Cur (2orate Center One 1000 Commerce Drive 4th Floor Pittsburgh PA 15275 ATTN: credit Dept. ATTN: Eerier Marketing Dept. CREDIT TEL: 203-564-8118 FAX: 203-564-8069 TEL: FAX ‘ EMAIL: EMAIL: 2200 Atlantic Street, Suite BOO Stamford, CT 06902-6834
Park Place Cur (2orate Center One 1000 Commerce Drive 4th Floor Dept. Pittsburgh PA 15275 · ATTN:’ Confirmations TRANSACTION ATTN: Energy Marketing Dect. 203-564-8384 8182 ‘ CONFIRMATIONS TEL ‘ FAX: 203-564- TEL: FAX: EMAIL:
EMAIL: ACCOUNTING INFORMATION 2200 Atlantic Street, Suite 800 Stamford, CT 06902-6834. 3500 M salon Rd., Suite 100, Uniontown, OH 44685 INVOICES ATTN: Gas Accounting ATTN: Gas Accounting 8031 PAYMENTS TEL : 330-563-0209 TEL ‘ 203-564- FAX :
203-564-8578 FAX ‘ 330-896-8518 SETTLEMENTS EMAIL: EMAIL: skhilkov@atlasenerg .com BANK: HSBC Bank USA BANK: KeyBank WIRE TRANSFER AK 021-QQ1-088 ACCT’ 000-12-97-55 NUMBERS ABA: 041001039 ACCT: 359681255121 OTHER DETAILS: flag/o Louis Dre
fuss ES GP LLC general (2artner (IF APPLICABLE) OTHER DETAILS: BANK’ BANK: ACHNUMBERS AK ACCT: (IF APPLICABLE) ABA: ACCT’ OTHER DETAILS: OTHER DETAILS: ATTN: CHECKS ATTN: ADDRESS; ADDRESS: (IF APPLICABLE) Copyright © 2006 North
American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Resetved September 5, 2006 







 



 
 Base Contract for Sale and Purchase of Natural Gas (Continued) This Base Contract incorporates by reference for all purposes the General
Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to
check a box, the specified default provision shall apply. Select the appropriate box(is) from each section· Section 1.2 0 Oral (default) Section 10.2 0 No Additional Events of Default (default) Transaction OR Additional Procedure Events of 0
Indebtedness Cross Default 0 Written Default 0 Party A: Section 2.7 0 2 Business Days after receipt (default) Confirm Deadline OR 0 Party 8: 0 Business Days after receipt 0 Transactional Cross Default Specified Transactions: Section 2.B 0 Seller
(default!) Confirming Party OR 0 Buyer. 0 LDES Section 3.2 0 Cover Standard (default) Section 1 0.3.1 0 Early Termination Damages Apply (default) Performance OR Early Obligation 0 Spot Price Standard Termination OR Damages. 0 Early Termination
Damages Do Not Apply Note: The following Spot Price Publication applies to both of them . . . ‘ immediately preceding; ‘ · Section 10.3.2 0 Other Agreement Setoffs Apply (default) Other Section2.31 0 Gas Daily Midpoint (default)
Agreement 0 Bilateral (default) Spot Price OR Setoffs 0 Tiring\, liar · Publication. 0.. OR ·. ·.. . 0 Other Agreement Setoffs’ Do Not Apply. · Section 6 0 Smyer Pays at and After Delivery Point (default) Taxes OR 0
Seller Pays Before and at Delivery Point. Section 7.2 ‘ 121, 25’.h Day of Month following Month of delivery Section 15.5 (default) New York Payment Date Choice of Law OR. 0 Day of Month following Month of delivery. Section 7.2 181 Wire
transfer (default) Section 15.1 0 0 Confidentially applies (default) Method of Payment 0 Automated Clearinghouse Credit (ACH) Confidentiality OR 0 Check 0 Confidentiality does not apply Section 7.7 0 l\letting applies (default) Netting OR 0 Netting
does not apply IE! Special Provisions Number of sheets attached: 3 Pages. If D Addendum(s): @off. N WITNESS WHEREOF the parties hereto have executed this Base Contract in duplicate ‘ LOUIS DR!”JFUS ENERGY SERVICES L.P. PARTY NAME _ ATLAS
RE. C by: LOUIS DREY Signature by: By: (/John P. tl”ianukakis. PRINTED NAME; 6., \eel J. Kertu senior Vice President & Treasurer TITLE Energy Marketing Copyright© 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1
All Rights Reserved Page 2 of 13 September 5, 2006 

  
 Page 2 of 13 








 General Terms and Conditions 

Base Contract for Sale and Purchase of Natural Gas 

SECTION 1. PURPOSE AND PROCEDURES 
 1.1. These General Terms and
Conditions are intended to facilitate purchase and sale transactions of Gas on a Firm or Interruptible basis. “Buyer” refers to the party receiving Gas and “Seller” refers to the party delivering Gas. The entire agreement between
the parties shall be the Contract as defined in Section 2.9. 
 The parties have selected either the “Oral Transaction Procedure” or the
“Written Transaction Procedure” as indicated on the Base Contract. 
 Oral Transaction Procedure: 

1.2. The parties will use the following Transaction Confirmation procedure. Any Gas purchase and sale transaction may be effectuated in an EDI transmission or
telephone conversation with the offer and acceptance constituting the agreement of the parties. The parties shall be legally bound from the time they so agree to transaction terms and may each rely thereon. Any such transaction shall be considered a
“writing” and to have been “signed”. Notwithstanding the foregoing sentence, the parties agree that Confirming Party shall, and the other party may, confirm a telephonic transaction by sending the other party a Transaction
Confirmation by facsimile, EDI or mutually agreeable electronic means within three Business Days of a transaction covered by this Section 1.2 (Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not
invalidate the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like, as its signature on any Transaction Confirmation as the identification and authentication of Confirming Party. If the Transaction
Confirmation contains any provisions other than those relating to the commercial terms of the transaction (i.e., price, quantity, performance obligation, delivery point, period of delivery and/or transportation conditions), which modify or
supplement the Base Contract or General Terms and Conditions of this Contract (e.g., arbitration or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly
agreed to by both parties; provided that the foregoing shall not invalidate any transaction agreed to by the parties. 
 Written
Transaction Procedure: 
 1.2. The parties will use the following Transaction Confirmation procedure. Should the parties come to an agreement regarding a
Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party shall, and the other party may, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI or mutually
agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of nonconflicting Transaction Confirmations or the
passage of the Confirm Deadline without objection from the receiving party, as provided in Section 1.3. 
 1.3. If a sending party’s Transaction
Confirmation is materially different from the receiving party’s understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via facsimile, EDI or mutually agreeable electronic means by the
Confirm Deadline, unless such receiving party has previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving
party’s agreement to the terms of the transaction described in the sending party’s Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing the same transaction, then neither
Transaction Confirmation shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations. In the event of a conflict among the terms of (i) a
binding Transaction Confirmation pursuant to Section 1.2, (ii) the oral agreement of the parties which may be evidenced by a recorded conversation, where the parties have selected the Oral Transaction Procedure of the Base Contract,
(iii) the Base Contract, and (iv) these General Terms and Conditions, the terms of the documents shall govern, in the priority listed in this sentence. 

1.4. The parties agree that each party may electronically record all telephone conversations with respect to this Contract between their respective employees,
without any special or further notice to the other party. Each party shall obtain any necessary consent of its agents and employees to such recording. Where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base
Contract, the parties agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with the requirements of this Base Contract. 

SECTION 2. DEFINITIONS 
 The terms set forth below shall have the
meaning ascribed to them below. Other terms are also defined elsewhere in the Contract and shall have the meanings ascribed to them herein. 
 2.1.
“Additional Event of Default” shall mean Transactional Cross Default or Indebtedness Cross Default, each as and if selected by the parties pursuant to the Base Contract. 

2.2. “Affiliate” shall mean, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls,
directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of at least 50 percent of the voting power of the entity
or person. 

  

					
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	All Rights Reserved	  	Page 3 of 13	  	September 5, 2006









 2.3. “Alternative Damages” shall mean such damages, expressed in dollars or dollars per MMBtu, as the
parties shall agree upon in the Transaction Confirmation, in the event either Seller or Buyer fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer. 

2.4. “Base Contract” shall mean a contract executed by the parties that incorporates these General Terms and Conditions by reference; that specifies
the agreed selections of provisions contained herein; and that sets forth other information required herein and any Special Provisions and addendum(s) as identified on page one. 

2.5. “British thermal unit” or “Btu” shall mean the International BTU, which is also called the Btu (IT). 

2.6. “Business Day(s)” shall mean Monday through Friday, excluding Federal Banking Holidays for transactions in the U.S. 

2.7. “Confirm Deadline” shall mean 5:00 p.m. in the receiving party’s time zone on the second Business Day following the Day a Transaction
Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract; provided, if the Transaction Confirmation is time stamped after 5:00 p.m. in the receiving party’s time zone, it shall be deemed
received at the opening of the next Business Day. 
 2.8. “Confirming Party” shall mean the party designated in the Base Contract to prepare and
forward Transaction Confirmations to the other party. 
 2.9. “Contract” shall mean the legally-binding relationship established by (i) the
Base Contract, (ii) any and all binding Transaction Confirmations and (iii) where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, any and all transactions that the parties have entered
into through an EDI transmission or by telephone, but that have not been confirmed in a binding Transaction Confirmation, all of which shall form a single integrated agreement between the parties. 

2.10. “Contract Price” shall mean the amount expressed in U.S. Dollars per MMBtu to be paid by
Buyer to Seller for the purchase of Gas as agreed to by the parties in a transaction. 
 2.11. “Contract Quantity” shall mean the quantity of Gas
to be delivered and taken as agreed to by the parties in a transaction. 
 2.12. “Cover Standard”, as referred to in Section 3.2, shall mean
that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially reasonable efforts to (i) if Buyer is the performing party, obtain Gas, (or an alternate
fuel if elected by Buyer and replacement Gas is not available), or (ii) if Seller is the performing party, sell Gas, in either case, at a price reasonable for the delivery or production area, as applicable, consistent with: the amount of notice
provided by the nonperforming party; the immediacy of the Buyer’s Gas consumption needs or Seller’s Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the nonperforming party. 

2.13. “Credit Support Obligation(s)” shall mean any obligation(s) to provide or establish credit support for, or on behalf of, a party to this
Contract such as cash, an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, guaranty, or other good and sufficient security of a continuing nature. 

2.14. “Day” shall mean a period of 24 consecutive hours, coextensive with a “day” as defined by the Receiving Transporter in a particular
transaction. 
 2.15. “Delivery Period” shall be the period during which deliveries are to be made as agreed to by the parties in a transaction.

 2.16. “Delivery Point(s)” shall mean such point(s) as are agreed to by the parties in a transaction. 

2.17. “EDI” shall mean an electronic data interchange pursuant to an agreement entered into by the parties, specifically relating to the
communication of Transaction Confirmations under this Contract. 
 2.18. “EFP” shall mean the purchase, sale or exchange of natural Gas as the
“physical” side of an exchange for physical transaction involving gas futures contracts. EFP shall incorporate the meaning and remedies of “Firm”, provided that a party’s excuse for nonperformance of its obligations to
deliver or receive Gas will be governed by the rules of the relevant futures exchange regulated under the Commodity Exchange Act. 
 2.19. “Firm”
shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking Force
Majeure may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter.

 2.20. “Gas” shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane. 

2.21. “Guarantor” shall mean any entity that has provided a guaranty of the obligations of a party hereunder. 

2.22. “Imbalance Charges” shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the
Transporter’s balance and/or nomination requirements. 
 2.23. “Indebtedness Cross Default” shall mean if selected on the Base Contract by the
parties with respect to a party, that it or its Guarantor, if any, experiences a default, or similar condition or event however therein defined, under one or more agreements or instruments, individually or collectively, relating to indebtedness
(such indebtedness to include any obligation whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of borrowed money in an aggregate amount greater than the threshold specified in the
Base Contract with respect to such party or its Guarantor, if any, which results in such indebtedness becoming immediately due and payable. 

  

					
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 2.24. “Interruptible” shall mean that either party may interrupt its performance at any time for any
reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the
Transporter and until the change in deliveries and/or receipts is confirmed by Transporter. 
 2.25. “MMBtu” shall mean one million British thermal
units, which is equivalent to one dekatherm. 
 2.26. “Month” shall mean the period beginning on the first Day of the calendar month and ending
immediately prior to the commencement of the first Day of the next calendar month. 
 2.27. “Payment Date” shall mean a date, as indicated on the
Base Contract, on or before which payment is due Seller for Gas received by Buyer in the previous Month. 
 2.28. “Receiving Transporter” shall
mean the Transporter receiving Gas at a Delivery Point, or absent such receiving Transporter, the Transporter delivering Gas at a Delivery Point. 
 2.29.
“Scheduled Gas” shall mean the quantity of Gas confirmed by Transporter(s) for movement, transportation or management. 
 2.30.
“Specified Transaction(s)” shall mean any other transaction or agreement between the parties for the purchase, sale or exchange of physical Gas, and any other transaction or agreement identified as a Specified Transaction under the Base
Contract. 
 2.31. “Spot Price” as referred to in Section 3.2 shall mean the price listed in the publication indicated on the Base Contract, under
the listing applicable to the geographic location closest in proximity to the Delivery Point(s) for the relevant Day; provided, if there is no single price published for such location for such Day, but there is published a range of prices, then the
Spot Price shall be the average of such high and low prices. If no price or range of prices is published for such Day, then the Spot Price shall be the average of the following: (i) the price (determined as stated above) for the first Day for which
a price or range of prices is published that next precedes the relevant Day; and (ii) the price (determined as stated above) for the first Day for which a price or range of prices is published that next follows the relevant Day. 

2.32. “Transaction Confirmation” shall mean a document, similar to the form of Exhibit A, setting forth the terms of a transaction formed pursuant to
Section 1 for a particular Delivery Period. 
 2.33. “Transactional Cross Default” shall mean if selected on the Base Contract by the parties with
respect to a party, that it shall be in default, however therein defined, under any Specified Transaction. 
 2.34. “Termination Option” shall mean
the option of either party to terminate a transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a period as
specified on the applicable Transaction Confirmation. 
 2.35. “Transporter(s)” shall mean all Gas gathering or pipeline companies, or local
distribution companies, acting in the capacity of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point pursuant to a particular transaction. 

SECTION 3. PERFORMANCE OBLIGATION 
 3.1. Seller agrees to sell
and deliver, and Buyer agrees to receive and purchase, the Contract Quantity for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as agreed to by the parties in a
transaction. 
 The parties have selected either the “Cover Standard” or the “Spot Price Standard” as indicated on the Base Contract.

 Cover Standard: 
 3.2. The sole and exclusive
remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive
difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference
between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the
amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or from
the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day(s) excluding any quantity for which no sale is available; and (iii) in the event that Buyer has used commercially
reasonable efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Gas, then in addition to (i)
or (ii) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such
transportation to the applicable Delivery Point, multiplied by the quantity of such Gas not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if
any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. 

  

					
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 Spot Price Standard: 

3.2. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following:
(i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by
the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract
Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be
recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of
the performing party’s invoice, which shall set forth the basis upon which such amount was calculated. 
 3.3. Notwithstanding Section 3.2, the
parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties. 
 3.4. In addition to Sections 3.2 and 3.3, the
parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination
Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated. 
 SECTION
4. TRANSPORTATION, NOMINATIONS, AND IMBALANCES 
 4.1. Seller shall have the sole responsibility for transporting the Gas to the Delivery Point(s). Buyer
shall have the sole responsibility for transporting the Gas from the Delivery Point(s). 
 4.2. The parties shall coordinate their nomination activities,
giving sufficient time to meet the deadlines of the affected Transporter(s). Each party shall give the other party timely prior Notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas
to be delivered and purchased each Day. Should either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party. 

4.3. The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a
Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer’s receipt of quantities of Gas greater than or
less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller’s delivery of quantities of Gas greater
than or less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges paid by Buyer. 

SECTION 5. QUALITY AND MEASUREMENT 
 All Gas delivered by Seller
shall meet the pressure, quality and heat content requirements of the Receiving Transporter. The unit of quantity measurement for purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with
the established procedures of the Receiving Transporter. 
 SECTION 6. TAXES 
  

	
	
	The parties have selected either “Buyer Pays At and After Delivery Point” or “Seller Pays Before and At Delivery Point” as indicated on the Base Contract.
	
	Buyer Pays At and After Delivery Point:
	
	Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s). Buyer shall pay or
cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible
for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.
	
	Seller Pays Before and At Delivery Point:
	
	Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s) and all Taxes at the
Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible
for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.

 SECTION 7. BILLING, PAYMENT, AND AUDIT 

7.1. Seller shall invoice Buyer for Gas delivered and received in the preceding Month and for any other applicable charges, providing supporting documentation
acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the
actual quantity on the following Month’s billing or as soon thereafter as actual delivery information is available. 

  

					
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 7.2. Buyer shall remit the amount due under Section 7.1 in the manner specified in the Base Contract, in
immediately available funds, on or before the later of the Payment Date or 10 Days after receipt of the invoice by Buyer; provided that if the Payment Date is not a Business Day, payment is due on the next Business Day following that date. In the
event any payments are due Buyer hereunder, payment to Buyer shall be made in accordance with this Section 7.2. 
 7.3. In the event payments become due
pursuant to Sections 3.2 or 3.3, the performing party may submit an invoice to the nonperforming party for an accelerated payment setting forth the basis upon which the invoiced amount was calculated. Payment from the nonperforming party will be due
five Business Days after receipt of invoice. 
 7.4. If the invoiced party, in good faith, disputes the amount of any such invoice or any part thereof, such
invoiced party will pay such amount as it concedes to be correct; provided, however, if the invoiced party disputes the amount due, it must provide supporting documentation acceptable in industry practice to support the amount paid or disputed
without undue delay. In the event the parties are unable to resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section. 

7.5. If the invoiced party fails to remit the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the date of
payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under “Money Rates” by The Wall Street Journal, plus two percent per annum; or
(ii) the maximum applicable lawful interest rate. 
 7.6. A party shall have the right, at its own expense, upon reasonable Notice and at reasonable
times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or
computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and billings shall be
conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or billings are objected to in writing, with adequate explanation and/or documentation, within two years after
the Month of Gas delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days of Notice and substantiation of such inaccuracy. 

7.7. Unless the parties have elected on the Base Contract not to make this Section 7.7 applicable to this Contract, the parties shall net all undisputed
amounts due and owing, and/or past due, arising under the Contract such that the party owing the greater amount shall make a single payment of the net amount to the other party in accordance with Section 7; provided that no
payment required to be made pursuant to the terms of any Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting under this Section. If the parties have executed a separate netting agreement, the terms and conditions
therein shall prevail to the extent inconsistent herewith. 
 SECTION 8. TITLE, WARRANTY, AND INDEMNITY 

8.1. Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Buyer at the Delivery Point(s). Seller shall have responsibility for and
assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and assume any liability with respect to said Gas after its delivery to Buyer at the Delivery
Point(s). 
 8.2. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered
by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8.2 AND IN SECTION 15.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR
PURPOSE, ARE DISCLAIMED. 
 8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims
including reasonable attorneys’ fees and costs of court (“Claims”), from any and all persons, arising from or out of claims of title, personal injury (including death) or property damage from said Gas or other charges thereon which
attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury (including death) or property damage
from said Gas or other charges thereon which attach after title passes to Buyer. 
 8.4. The parties agree that the delivery of
and the transfer of title to all Gas under this Contract shall take place within the Customs Territory of the United States (as defined in general note 2 of the Harmonized Tariff Schedule of the United States 19 U.S.C. §1202, General Notes,
page 3); provided, however, that in the event Seller took title to the Gas outside the Customs Territory of the United States, Seller represents and warrants that it is the importer of record for all Gas entered and delivered into the United States,
and shall be responsible for entry and entry summary filings as well as the payment of duties, taxes and fees, if any, and all applicable record keeping requirements. 

8.5. Notwithstanding the other provisions of this Section 8, as between Seller and Buyer, Seller will be liable for all Claims to the extent that such
arise from the failure of Gas delivered by Seller to meet the quality requirements of Section 5. 
 SECTION 9. NOTICES 

9.1. All Transaction Confirmations, invoices, payment instructions, and other communications made pursuant to the Base Contract (“Notices”) shall be
made to the addresses specified in writing by the respective parties from time to time. 
 9.2. All Notices required hereunder shall be in writing and may be
sent by facsimile or mutually acceptable electronic means, a nationally recognized overnight courier service, first class mail or hand delivered. 
 9.3.
Notice shall be given when received on a Business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending
party’s receipt of its facsimile machine’s confirmation of successful transmission. If the day on which such facsimile is received is not a Business Day or is after five p.m. on a Business Day, then such facsimile shall be deemed to have
been received on the next following Business Day. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving party. Notice via first
class mail shall be considered delivered five Business Days after mailing. 

  

					
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 9.4. The party receiving a commercially acceptable Notice of change in payment instructions or other payment
information shall not be obligated to implement such change until ten Business Days after receipt of such Notice. 
 SECTION 10. FINANCIAL RESPONSIBILITY

 10.1. If either party (“X”) has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or
not then due) by the other party (“Y”) (including, without limitation, the occurrence of a material change in the creditworthiness of Y or its Guarantor, if applicable), X may demand Adequate Assurance of Performance. “Adequate
Assurance of Performance” shall mean sufficient security in the form, amount, for a term, and from an issuer, all as reasonably acceptable to X, including, but not limited to cash, a standby irrevocable letter of credit, a prepayment, a
security interest in an asset or guaranty. Y hereby grants to X a continuing first priority security interest in, lien on, and right of setoff against all Adequate Assurance of Performance in the form of cash transferred by Y to X pursuant to this
Section 10.1. Upon the return by X to Y of such Adequate Assurance of Performance, the security interest and lien granted hereunder on that Adequate Assurance of Performance shall be released automatically and, to the extent possible, without
any further action by either party. 
 10.2. In the event (each an “Event of Default”) either party (the “Defaulting Party”) or its
Guarantor shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or
similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a
receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit
Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at least one Business Day of a written request by the other party; (viii) not have paid any
amount due the other party hereunder on or before the second Business Day following written Notice that such payment is due; or ix) be the affected party with respect to any Additional Event of Default; then the other party (the “Non-Defaulting Party”) shall have the right, at its sole election, to immediately withhold and/or suspend deliveries or payments upon Notice and/or to terminate and liquidate the transactions under the
Contract, in the manner provided in Section 10.3, in addition to any and all other remedies available hereunder. 
 10.3. If an Event of Default has
occurred and is continuing, the Non-Defaulting Party shall have the right, by Notice to the Defaulting Party, to designate a Day, no earlier than the Day such Notice is given and no later than 20 Days after
such Notice is given, as an early termination date (the “Early Termination Date”) for the liquidation and termination pursuant to Section 10.3.1 of all transactions under the Contract, each a “Terminated Transaction”. On the
Early Termination Date, all transactions will terminate, other than those transactions, if any, that may not be liquidated and terminated under applicable law (“Excluded Transactions”), which Excluded Transactions must be liquidated and
terminated as soon thereafter as is legally permissible, and upon termination shall be a Terminated Transaction and be valued consistent with Section 10.3.1 below. With respect to each Excluded Transaction, its actual termination date shall be
the Early Termination Date for purposes of Section 10.3.1. 

	
	
	The parties have selected either “Early Termination Damages Apply” or “Early Termination Damages Do Not Apply” as indicated on the Base Contract.
	
	Early Termination Damages Apply:
	
	 10.3.1. As of the Early Termination Date, the Non-Defaulting Party shall
determine, in good faith and in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded
Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Section 3.2), for which payment has not yet been made by the
party that owes such payment under this Contract and (ii) the Market Value, as defined below, of each Terminated Transaction. The Non-Defaulting Party shall (x) liquidate and accelerate each
Terminated Transaction at its Market Value, so that each amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Terminated Transaction(s) shall be due to the Buyer under the Terminated
Transaction(s) if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and (y) where appropriate, discount each amount then due under clause (x) above to present value in a commercially reasonable
manner as of the Early Termination Date (to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant Terminated Transactions).

 
 For purposes of this Section 10.3.1, “Contract Value” means the amount of
Gas remaining to be delivered or purchased under a transaction multiplied by the Contract Price, and “Market Value” means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the market price for a
similar transaction at the Delivery Point determined by the Non-Defaulting Party in a commercially reasonable manner. To ascertain the Market Value, the Non-Defaulting
Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical gas trading markets, similar sales or purchases and any other bona
fide third-party offers, all adjusted for the length of the term and differences in transportation costs. A party shall not be required to enter into a replacement transaction(s) in order to determine the Market Value. Any extension(s) of the term
of a transaction to which parties are not bound as of the Early Termination Date (including but not limited to “evergreen provisions”) shall not be considered in determining Contract Values and



  

					
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	Market Values. For the avoidance of doubt, any option pursuant to which one party has the right to extend the term of a transaction shall be considered in determining Contract Values and Market Values. The rate of interest used in
calculating net present value shall be determined by the Non-Defaulting Party in a commercially reasonable manner.
	
	Early Termination Damages Do Not Apply:
	
	 10.3.1. As of the Early Termination Date, the Non-Defaulting Party shall
determine, in good faith and in a commercially reasonable manner, the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on
and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Section 3.2), for which payment has not yet been made by the party that owes
such payment under this Contract.

	
	The parties have selected either “Other Agreement Setoffs Apply” or “Other Agreement Setoffs Do Not Apply” as indicated on the Base Contract.
	
	Other Agreement Setoffs Apply:
	
	 Bilateral Setoff Option:
  

10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing
between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option and without prior Notice to
the Defaulting Party, the Non-Defaulting Party is hereby authorized to setoff any Net Settlement Amount against (i) any margin or other collateral held by a party in connection with any Credit Support
Obligation relating to the Contract; and (ii) any amount(s) (including any excess cash margin or excess cash collateral) owed or held by the party that is entitled to the Net Settlement Amount under any other agreement or arrangement between
the parties.
  
 Triangular Setoff Option:

 
 10.3.2. The Non-Defaulting Party shall net or aggregate, as
appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole
option, and without prior Notice to the Defaulting Party, the Non-Defaulting Party is hereby authorized to setoff (i) any Net Settlement Amount against any margin or other collateral held by a party in connection with any Credit Support Obligation
relating to the Contract; (ii) any Net Settlement Amount against any amount(s) (including any excess cash margin or excess cash collateral) owed by or to a party under any other agreement or arrangement between the parties; (iii) any Net Settlement
Amount owed to the Non-Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Non-Defaulting Party or its Affiliates to the Defaulting Party under any other agreement or arrangement; (iv) any
Net Settlement Amount owed to the Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Defaulting Party to the Non-Defaulting Party or its Affiliates under any other agreement or
arrangement; and/or (v) any Net Settlement Amount owed to the Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Defaulting Party or its Affiliates to the Non-Defaulting Party under any
other agreement or arrangement.

	
	Other Agreement Setoffs Do Not Apply:
	
	 10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any
and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option and
without prior Notice to the Defaulting Party, the Non-Defaulting Party may setoff any Net Settlement Amount against any margin or other collateral held by a party in connection with any Credit Support
Obligation relating to the Contract.


 10.3.3. If any obligation that is to be included in any netting, aggregation or setoff pursuant to
Section 10.3.2 is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and net, aggregate or setoff, as applicable, in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting Party when the obligation is ascertained. Any amount not then due which is included in any netting, aggregation or setoff pursuant to Section 10.3.2 shall be
discounted to net present value in a commercially reasonable manner determined by the Non-Defaulting Party. 
 10.4.
As soon as practicable after a liquidation, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the Net Settlement Amount, and whether the Net Settlement Amount is due to or due from the
Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of the Net Settlement Amount, provided that failure to give such Notice shall not affect the
validity or enforceability of the liquidation or give rise to any claim by the Defaulting Party against the Non-Defaulting Party. The Net Settlement Amount as well as any setoffs applied against such amount
pursuant to Section 10.3.2, shall be paid by the close of business on the second Business Day following such Notice, which date shall not be earlier than the Early Termination Date. Interest on any unpaid portion of the Net Settlement Amount as
adjusted by setoffs, shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under “Money Rates” by The Wall Street Journal, plus two percent per
annum; or (ii) the maximum applicable lawful interest rate. 
 10.5. The parties agree that the transactions hereunder constitute a “forward
contract” within the meaning of the United States Bankruptcy Code and that Buyer and Seller are each “forward contract merchants” within the meaning of the United States Bankruptcy Code. 

10.6. The Non-Defaulting Party’s remedies under this Section 10 are the sole and exclusive remedies of the Non-Defaulting Party with respect to the occurrence of any Early Termination Date. Each party reserves to itself all other rights, setoffs, counterclaims and other defenses that it is or may be entitled to arising
from the Contract. 

  

					
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 10.7. With respect to this Section 10, if the parties have executed a separate netting agreement with close-out netting provisions, the terms and conditions therein shall prevail to the extent inconsistent herewith. 

SECTION 11. FORCE MAJEURE 
 11.1. Except with regard to a
party’s obligation to make payment(s) due under Section 7, Section 10.4, and Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was
caused by Force Majeure. The term “Force Majeure” as employed herein means any cause not reasonably within the control of the party claiming suspension, as further defined in Section 11.2. 

11.2. Force Majeure shall include, but not be limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes,
fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related
events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of
others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars, or acts of terror; and (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance,
regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it
has occurred in order to resume performance. 
 11.3. Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent
performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in-path, Firm transportation is also curtailed;
(ii) the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (iii) economic hardship, to include, without limitation, Seller’s ability to
sell Gas at a higher or more advantageous price than the Contract Price, Buyer’s ability to purchase Gas at a lower or more advantageous price than the Contract Price, or a regulatory agency disallowing, in whole or in part, the pass through of
costs resulting from this Contract; (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or resell Gas purchased hereunder, except, in either case, as provided in Section 11.2; or (v) the loss or failure of
Seller’s gas supply or depletion of reserves, except, in either case, as provided in Section 11.2. The party claiming Force Majeure shall not be excused from its responsibility for Imbalance Charges. 

11.4. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be
within the sole discretion of the party experiencing such disturbance. 
 11.5. The party whose performance is prevented by Force Majeure must provide Notice
to the other party. Initial Notice may be given orally; however, written Notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written Notice of Force Majeure to the other
party, the affected party will be relieved of its obligation, from the onset of the Force Majeure event, to make or accept delivery of Gas, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be deemed to have
failed in such obligations to the other during such occurrence or event. 
 11.6. Notwithstanding Sections 11.2 and 11.3, the parties may agree to
alternative Force Majeure provisions in a Transaction Confirmation executed in writing by both parties. 
 SECTION 12. TERM 

This Contract may be terminated on 30 Day’s written Notice, but shall remain in effect until the expiration of the latest Delivery Period of any
transaction(s). The rights of either party pursuant to Section 7.6, Section 10, Section 13, the obligations to make payment hereunder, and the obligation of either party to indemnify the other, pursuant hereto shall survive the
termination of the Base Contract or any transaction. 
 SECTION 13. LIMITATIONS 

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND
EXCLUSIVE REMEDY. A PARTY’S LIABILITY HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A
TRANSACTION, A PARTY’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN
PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS
THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR
CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT
AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. 

  

					
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 SECTION 14. MARKET DISRUPTION 

If a Market Disruption Event has occurred then the parties shall negotiate in good faith to agree on a replacement price for the Floating Price (or on a method
for determining a replacement price for the Floating Price) for the affected Day, and if the parties have not so agreed on or before the second Business Day following the affected Day then the replacement price for the Floating Price shall be
determined within the next two following Business Days with each party obtaining, in good faith and from non-affiliated market participants in the relevant market, two quotes for prices of Gas for the affected Day of a similar quality and quantity
in the geographical location closest in proximity to the Delivery Point and averaging the four quotes. If either party fails to provide two quotes then the average of the other party’s two quotes shall determine the replacement price for the
Floating Price. “Floating Price” means the price or a factor of the price agreed to in the transaction as being based upon a specified index. “Market Disruption Event” means, with respect to an index specified for a transaction,
any of the following events: (a) the failure of the index to announce or publish information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of
trading on the exchange or market acting as the index; (c) the temporary or permanent discontinuance or unavailability of the index; (d) the temporary or permanent closing of any exchange acting as the index; or (e) both parties agree that
a material change in the formula for or the method of determining the Floating Price has occurred. For the purposes of the calculation of a replacement price for the Floating Price, all numbers shall be rounded to three decimal places. If the fourth
decimal number is five or greater, then the third decimal number shall be increased by one and if the fourth decimal number is less than five, then the third decimal number shall remain unchanged. 

SECTION 15. MISCELLANEOUS 
 15.1. This Contract shall be binding
upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No
assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent
will not be unreasonably withheld or delayed; provided, either party may (i) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial
arrangements, or (ii) transfer its interest to any parent or Affiliate by assignment, merger or otherwise without the prior approval of the other party. Upon any such assignment, transfer and assumption, the transferor shall remain principally
liable for and shall not be relieved of or discharged from any obligations hereunder. 
 15.2. If any provision in this Contract is determined to be invalid,
void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract. 

15.3. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. 

15.4. This Contract sets forth all understandings between the parties respecting each transaction subject hereto, and any prior contracts, understandings and
representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective transaction(s). This Contract may be amended only by a writing executed by both parties. 

15.5. The interpretation and performance of this Contract shall be governed by the laws of the jurisdiction as indicated on the Base Contract, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. 
 15.6. This Contract and all provisions herein will be subject to all
applicable and valid statutes, rules, orders and regulations of any governmental authority having jurisdiction over the parties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof. 

15.7. There is no third party beneficiary to this Contract. 

15.8. Each party to this Contract represents and warrants that it has full and complete authority to enter into and perform this Contract. Each person who
executes this Contract on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby. 

15.9. The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part of this Contract between the parties
and shall not be used to construe or interpret the provisions of this Contract. 
 15.10. Unless the parties have elected on the Base Contract not to make
this Section 15.10 applicable to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (other than the employees, lenders, royalty
owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a party’s assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential)
except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract, (iii) to the extent necessary to implement any transaction, (iv) to
the extent necessary to comply with a regulatory agency’s reporting requirements including but not limited to gas cost recovery proceedings; or (v) to the extent such information is delivered to such third party for the sole purpose of
calculating a published index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or
limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection
with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential by the parties hereto for one year from the expiration of the transaction. 

In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of
this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall cooperate (consistent with the disclosing party’s legal obligations) with the other party’s efforts to obtain protective
orders or similar restraints with respect to such disclosure at the expense of the other party. 

  

					
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 15.11. The parties may agree to dispute resolution procedures in Special Provisions attached to the Base Contract
or in a Transaction Confirmation executed in writing by both parties 
 15.12. Any original executed Base Contract, Transaction Confirmation or other related
document may be digitally copied, photocopied, or stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Transaction Confirmation, if introduced as evidence in automated
facsimile form, the recording, if introduced as evidence in its original form, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings will be
admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the recording, the Transaction
Confirmation, or the Imaged Agreement on the basis that such were not originated or maintained in documentary form. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence. 

 

 

DISCLAIMER: The purposes of this Contract are to facilitate trade, avoid misunderstandings and make more definite the
terms of contracts of purchase and sale of natural gas. Further, NAESB does not mandate the use of this Contract by any party. NAESB DISCLAIMS AND EXCLUDES, AND ANY USER OF THIS CONTRACT ACKNOWLEDGES AND AGREES TO NAESB’S DISCLAIMER OF, ANY
AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THIS CONTRACT OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT NAESB KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE),
WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. EACH USER OF THIS CONTRACT ALSO AGREES THAT UNDER NO CIRCUMSTANCES WILL NAESB BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THIS CONTRACT. 


  

					
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		 	 TRANSACTION CONFIRMATION

FOR IMMEDIATE DELIVERY
	  	EXHIBIT A
		 		  	

  

					
	Letterhead/Logo	 		  	Date:                      
  ,        
	 	 	 	  	 Transaction Confirmation
#:                                

 

	 
	This Transaction Confirmation is subject to the Base Contract between Seller and Buyer
dated                        . The terms of this Transaction Confirmation are binding unless disputed in writing within 2
Business Days of receipt unless otherwise specified in the Base Contract.


					
	SELLER:	 	 	  	BUYER:
	                            
                                         
                                         
                	 	 	  	                            
                                         
                                         
          
	  
	 	 	  	  

	                            
                                         
                                         
                	 	 	  	                            
                                         
                                         
          
	Attn:                            
                                         
                                         
      	 	 	  	Attn:                           
                                         
                                         
 
	Phone:                            
                                         
                                         
   	 	 	  	Phone:                           
                                         
                                       
	Fax:                            
                                         
                                         
        	 	 	  	Fax:                            
                                         
                                         
  
	Base Contract
No.                                        
                                         
          	 	 	  	Base Contract
No.                                        
                                         
    
	Transporter:                           
                                         
                                  	 	 	  	Transporter:                          
                                         
                              
	Transporter Contract
Number:                                      
                             	 	 	  	Transporter Contract
Number:                                        
                      
	 	 	 	  	 
	 
	
Contract Price: $                      /MMBtu
or                                        
                                         
                                         
                      
  

	 
	
Delivery Period: Begin:
                        ,        
                                End:
                        ,        

 



					
	 Performance
Obligation and Contract Quantity: (Select One)
  

	 Firm (Fixed Quantity):

                MMBtus/day

    ☐ EFP
	  	 Firm (Variable Quantity):

            MMBtus/day Minimum

            MMBtus/day Maximum

subject to Section 4.2. at election of
 ☐ Buyer or
☐ Seller
	  	 Interruptible:

Up to         MMBtus/day



					
	
Delivery
Point(s):                                       
 
 (If a pooling point is used, list a specific geographic and pipeline location):

	
Special Conditions:

 



					
	Seller:                           
                                         
                                         
     	 	 	  	Buyer:                           
                                         
                                       
	By:                            
                                         
                                         
         	 	 	  	By:                            
                                         
                                         
   
	Title:                            
                                         
                                         
      	 	 	  	Title:                           
                                         
                                         
 
	Date:                            
                                         
                                         
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	Copyright © 2006 North American Energy Standards Board, Inc.	  	NAESB Standard 6.3.1
	All Rights Reserved	  	Page 13 of 13	  	September 5, 2006









 SPECIAL PROVISIONS ATTACHED TO AND FORMING PART OF THE NAESB BASE CONTRACT 

FOR SALE AND PURCHASE OF NATURAL GAS DATED JULY 9, 2012 BETWEEN 

LOUIS DREYFUS ENERGY SERVICES L.P. (“LDES”) 

AND 
 ATLAS RESOURCES, LLC
(“COUNTERPARTY”) 
 Unless specifically agreed to in a Transaction Confirmation, the Base Contract as amended by these Special Provisions,
shall apply to all transactions. Capitalized terms used in these Special Provisions shall have the meaning given to them in the Base Contract unless otherwise defined herein. Sections referenced in these Special Provisions refer to a Section of the
General Terms and Conditions of the Base Contract, unless stated otherwise. 
 AMENDMENTS TO BASE CONTRACT GENERAL TERMS AND CONDITIONS 

Amendments To Section 1: Purpose and Procedures 

Section 1.3 is amended by, in the last line, adding before the period, “absent a party’s assertion, whether before or after the Confirm
Deadline, of manifest error in the Contract Price, Contract Quantity, Performance Obligation, Delivery Point(s), Delivery Period, and/or transportation conditions as set forth in a Transaction Confirmation, in which case the terms of the Transaction
Confirmation shall not have priority over the other terms.” 
 Amendments To Section 2: Definitions 

Section 2.2 (“Affiliate”) is amended by deleting “,any entity that controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person” from the first sentence. 
 Section 2.12 (“Cover Standard”) is amended by deleting
“(or an alternate fuel if elected by Buyer and replacement Gas is not available),” after “Gas” in the third line. 
 Section 2.13
(“Credit Support Obligation(s)”) is amended by inserting “including but not limited to providing credit support under a Credit Support Agreement” after “Contract” in the second line and by deleting “a security
interest in an asset,” after the word “prepayment” in the second line. 
 Section 2 is amended by adding the following definitions at
the end thereof: 
 2.36 “Collateral” means any or all of the following: (i) cash, (ii) letter(s) of credit, (iii) a prepayment,
(iv) a bank guarantee, or (v) other good and sufficient security of a continuing nature acceptable to the receiving party. In the case of letter(s) of credit or bank guarantees, such Collateral shall be in a format and from an issuer
acceptable at all times to the receiving party. 
 2.37 “Costs” shall mean all
out-of-pocket expenses incurred by the Non-Defaulting Party as a result of termination and liquidation of transactions pursuant
to Section 10, including, without limitation, reasonable legal fees and costs, brokerage fees, commissions and expenses incurred in obtaining, maintaining, replacing or liquidating hedges or trading positions relating to the transactions being
terminated. 
 2.38. “Credit Support Agreement” shall mean any Collateral provided by a party’s credit support provider (e.g. a Guarantor or a
letter of credit provider) or any agreement which is entered into between the parties pursuant to which Collateral is provided or is required to be provided to a party (e.g. a margin or security agreement). 

2.39 “Present Value Discount Rate” shall mean the “Constant Maturity Treasury” rates
for United States Government Treasury notes as quoted by the United States Treasury Department on its website (http://www.ustreas.gov/offices/domestic-finance/debt-management/interest-rate/yield.html), or substitute publication most recently
published, with a term closest to the time remaining in the Delivery Period, plus 100 basis points.” 
 Amendments to Section 3: Performance
Obligation 
 Section 3 is amended by adding the following new Section 3.5: 

“3.5 Notwithstanding anything to the contrary in this Contract (including, without limitation, anything in Section 11 of this Contract), in the event
(i) a transaction has a Firm performance obligation, and (ii) Seller is unable to sell and deliver the Contract Quantity for such transaction as a result of an event of Force Majeure or Buyer is unable to purchase and receive the Contract
Quantity for such transaction as a result of an event of Force Majeure, and (iii) the Delivery Period for such transaction is at least one calendar month, and (iv) the Contract Price is a Fixed Price (as defined below), then (a) if
the FOM Price (as defined below) is above the Fixed Price, Seller shall pay Buyer for each MMBtu of gas not delivered and/or received the difference between the FOM Price and the Fixed Price, or (b) if the FOM Price is below the Fixed Price,
Buyer shall pay Seller for each MMBtu of gas not delivered and/or received the difference between the Fixed Price and the FOM Price. “Fixed Price” means, a Contract Price for a transaction that is expressed as a flat dollar amount (Fixed
Price includes prices that were converted from an index-based price to a flat dollar amount upon the mutual agreement of the parties or as a result of a party exercising a price option that resulted in a maximum price or a minimum price). “FOM
Price” means the price per MMBtu, 







 stated in the same currency as the transaction subject to such Force Majeure event, for the first of the month
delivery, as published in the first issue of a publication commonly-accepted by the natural gas industry (selected by the Seller in a commercially reasonable manner) for the calendar month of such Force Majeure event for the geographic location
closest in proximity to the Delivery Point(s) for the relevant Day adjusted for the basis differential between the Delivery Point(s) and such published geographic location determined by the Seller in a commercially reasonable manner.” 

Amendments To Section 10: Financial Responsibility 

Section 10.1 is amended as follows: (a) delete “a security interest in an asset” from the second sentence; and (b) add the following
at the end of the Section: “For purposes of this Section 10, without limiting the circumstances in which X may be deemed to have “reasonable grounds for insecurity”, X shall be deemed to have reasonable grounds for insecurity if:
(i) there has been a decrease in the rating of the unsecured, senior long-term public debt of Y or Y’s Guarantor below BBB- or Baa3 by S&P or Moody’s, respectively; or (ii) Y or
Y’s Guarantor has unsecured, senior long-term public debt which is rated below BBB- or Baa3 by S&P or Moody’s, respectively, and there has been a decrease in the rating of that debt by S&P or
Moody’s.” 
 Section 10.2 is amended by (1) replacing subsection (vii) with the following: “(vii) fail to give Adequate
Assurance of Performance under Section 10.1 or deliver Collateral under a Credit Support Agreement no later than the close of business on the Business Day following receipt of a written request by the other party”; (2) deleting the
word “or” in front of “(ix)”; and (3) adding the following new subsections: “(x) fail to perform any material obligation under the Contract (other than obligations which are specifically covered in this definition as a
separate Event of Default or covered under Section 3.2), if not remedied within two (2) Business Days after receiving Notice thereof; or (xi) with respect to a party or a party’s Guarantor, consolidate or amalgamate with, or
merge into or with, or transfer substantially all of its assets to another entity and, at the time of such consolidation, amalgamation, merger or transfer, (a) the resulting entity fails to assume all of the obligations of such party or
Guarantor hereunder, (b) the benefits of any credit support provided under this Contract or any Credit Support Agreement fail to extend to the performance by such resulting, surviving or transferee entity of its obligations hereunder, or
(c) the resulting entity’s creditworthiness is materially weaker than that of such party or Guarantor immediately prior to such action.” 

Section 10.3.1 (Early Termination Damages Apply) is amended in the first paragraph by replacing “in a commercially reasonable manner” in the
third to last line with “using the Present Value Discount Rate”; by adding the following sentence at the end: “The Non-Defaulting Party shall
also aggregate the Costs which it incurs in liquidating and accelerating each Terminated Transaction, or otherwise settling obligations arising from the liquidation and termination of each Terminated Transaction, and such Costs shall be due to the Non-Defaulting Party.”; and by deleting in the last line of the second paragraph “determined by the Non-Defaulting Party in a commercially reasonable manner”
and inserting “the Present Value Discount Rate”. 
 Section 10.3.3 is amended in the last line by replacing “in a commercially
reasonable manner determined by the Non-Defaulting Party” with “using the Present Value Discount Rate”. 
 Section 10 is amended by
adding the following new Sections 10.8 and 10.9 at the end thereof: 
 “10.8 If the parties execute a Credit Support Agreement it shall be incorporated
into and made a part of these Special Provisions.” 
 “10.9 This Section 10.9 shall apply where a party (“X”) has delivered and is
maintaining Collateral with the other party (“Y”) and the parties have not entered into a Credit Support Agreement or other agreement governing the obligation to deliver and maintain Collateral. Upon Notice to Y specifying the Collateral
to be returned, (i) if X has unperformed obligations to Y under the Contract, X may, on any Business Day, transfer to or establish for the benefit of Y substitute Collateral for that being held by Y and, if an Event of Default or Early
Termination Date has not occurred with respect to X, Y shall return to X or release the Collateral specified in X’s Notice not later than the Business Day following the date on which Y receives the substitute Collateral or, (ii) if X has
no outstanding obligations to Y under the Contract, Y shall return to X or release the Collateral specified in X’s Notice not later than the second Business Day following the date of X’s Notice.” 

Amendments To Section 11. Force Majeure 

Section 11.3 is amended as follows: insert the following language after “also curtailed” in the third line: “, and, then, only to the
extent of such curtailment on the affected pipeline segment”; delete “or” in front of subsection (v); and insert the following language after “Section 11.2” in the ninth line: “, or (vi) failure of specific,
individual wells or appurtenant facilities in the absence of a Force Majeure event broadly affecting other wells in the same geographic area.” 

Amendments to Section 12. Term 
 Section 12 is
amended by replacing the second sentence with the following: “The rights of either party pursuant to Section 7.6, Section 10, Section 13 and Section 15.10, the obligations to make payment hereunder, the obligation of either
party to indemnify the other, the waiver of jury trial provision (if applicable) and the arbitration provision (if applicable) pursuant hereto shall survive the termination of the Base Contract or any transaction.” 







 Amendments To Section 15: Miscellaneous 

Section 15.1 is amended as follows: delete “(and shall not relieve the assigning party from liability hereunder)” from the second sentence;
replace subsection (ii) of the second sentence with the following: “(ii) transfer or assign this Contract to any Affiliate, person or entity succeeding to all or substantially all of the transferring party’s assets without the prior
approval of the other party if (A) the transferring party or its Guarantor, if any, agree in writing to remain liable for the obligations of the transferee or (B) the creditworthiness of the transferee is equal to or better than that of
the transferring party or its Guarantor, if any, immediately preceding such transfer and the transferee agrees in writing to be bound by this Contract, and (C) in the case of either (A) or (B) the transfer has no adverse tax consequences
to the non-assigning party.”; and delete the last sentence in its entirety. 
 Section 15.3 is deleted and
replaced in its entirety with the following: “Waiver of any breach of this Contract by a party shall not be effective unless it is in writing, and any such waiver shall not constitute a waiver of any other or subsequent breach.” 

Section 15.5 is amended by inserting the following at the end thereof: “EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THESE SPECIAL PROVISIONS, THE BASE CONTRACT OR ANY TRANSACTION THEREUNDER.” 

Section 15.6 is amended by adding the following language at the end of the Section: “Louis Dreyfus Energy Services L.P. is a federal government
contractor. Consequently, the parties agree that, to the extent applicable, they will comply with Executive Order 11246, the Vietnam Era Veterans Readjustment Assistance Act of 1974, Section 503 of the Vocational Rehabilitation Act of 1973, and
also agree that, to the extent applicable, these laws are incorporated herein by this reference.” 
 Section 15.10 is amended by inserting
“Affiliates,” between “employees,” and “lenders,” in the third line of the first paragraph. 
 Section 15.11 is removed
in its entirety. 
 IN WITNESS WHEREOF, the parties have executed this agreement on Special Provisions to supplement and, where applicable, to modify and
supersede the Base Contract by and between the parties. 
  

									
	LOUIS DREYFUS ENERGY SERVICES L.P.	  		  	ATLAS RESOURCES, LLC
	 BY: LOUIS DREYFUS ES GP LLC 

        ITS GENERAL PARTNER
	  		  	
					
	By:	 	 /s/ John P. Gianukakis
	  		  	By:	  	 /s/ Daniel J. Kortum

	Printed Name: John P. Gianukakis	  		  	Printed Name: Daniel J. Kortum
	Title: Senior Vice President & Treasurer	  		  	Title: VP of Energy Marketing