Exhibit



Execution Version





CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS AGREEMENT. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION, WHICH HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION IS MARKED WITH “[***]”.












GAS PROCESSING AGREEMENT
by and between
APACHE CORPORATION
and
ALPINE HIGH PROCESSING LP
dated
July 1, 2018


Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)





CONFIDENTIAL TREATMENT REQUESTED



GAS PROCESSING AGREEMENT
	
					
	ARTICLE I
	DEFINITIONS
	 
	1
	


	ARTICLE II
	DEDICATION AND SERVICES
	 
	7
	


	ARTICLE III
	DELIVERY POINTS AND PRESSURE
	 
	14
	


	ARTICLE IV
	GAS QUALITY
	 
	16
	


	ARTICLE V
	MEASUREMENT
	 
	16
	


	ARTICLE VI
	FEES, FUEL, AND CONSIDERATION
	 
	20
	


	ARTICLE VII
	PRICE AND ALLOCATIONS
	 
	21
	


	ARTICLE VIII
	RESIDUE GAS REDELIVERY PROCEDURES
	 
	21
	


	ARTICLE IX
	PLANT PRODUCTS REDELIVERY PROCEDURES
	 
	22
	


	ARTICLE X
	PAYMENTS
	 
	23
	


	ARTICLE XI
	AUDIT RIGHTS
	 
	24
	


	ARTICLE XII
	FORCE MAJEURE
	 
	25
	


	ARTICLE XIII
	INDEMNIFICATION
	 
	25
	


	ARTICLE XIV
	TITLE
	 
	27
	


	ARTICLE XV
	ROYALTY AND TAXES
	 
	28
	


	ARTICLE XVI
	NOTICE AND PAYMENT INSTRUCTIONS
	 
	28
	


	ARTICLE XVII
	DISPUTE RESOLUTION
	 
	29
	


	ARTICLE XVIII
	TERM
	 
	30
	


	ARTICLE XIX
	MISCELLANEOUS
	 
	31
	





EXHIBITS:
Exhibit A    -    Dedicated Area
Exhibit B    -    Delivery Points and Redelivery Points
Exhibit C    -    Fees and FL&U
Exhibit D    -    Gas Quality Specifications
Exhibit E    -     Take In-Kind Terms
Exhibit F    -     Allocation Methodologies
Exhibit G     -    Form of Memorandum of Agreement
Exhibit H    -    Form of Memorandum of Release
Exhibit I    -    Form of Transferee Agreement
Exhibit J    -    Form of Joinder Agreement
    




Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LLC (Processor) and Apache Corporation (Producer)





CONFIDENTIAL TREATMENT REQUESTED



GAS PROCESSING AGREEMENT
This Gas Processing Agreement (this “Agreement”) is made and entered into to be retroactively effective July 1, 2018 (“Effective Date”), by and between Alpine High Processing LP, a Delaware limited partnership (“Processor”), and Apache Corporation, a Delaware corporation (“Producer”).  Processor and Producer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”  
Background:
Producer owns or controls volumes of Gas produced from certain oil and gas leases located in Reeves, Pecos, Jeff Davis, and Culberson Counties, Texas, and Processor owns and operates natural gas and natural gas liquids processing facilities located in Reeves County, Texas.  The Parties desire for Processor to process certain volumes of Producer’s Gas at the Processor’s Facilities on the terms and conditions set forth in this Agreement.
The Parties originally entered into that certain Gas Processing Agreement dated as of May 1, 2018 (the “Original Processing Agreement”). This Agreement hereby amends, restates, supersedes and replaces the Original Processing Agreement in its entirety.
Agreement:
In consideration of the premises and of the mutual covenants in this Agreement, together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, Processor and Producer agree as follows:
ARTICLE I 
 
DEFINITIONS
Unless another definition is expressly stated or the context requires otherwise, the following terms, when used in this Agreement and all exhibits and attachments to this Agreement, have the following meanings:
(a)“2-Year Forecast” shall have the meaning set forth in Section 2.1.
(b) “Affiliate” means any person that directly or indirectly controls, is controlled by, or is under common control with another person through one more intermediaries or otherwise.  The term “control” means having the power, directly or indirectly, to direct or cause the direction of the management and policies of a person, whether through ownership, by contract, or otherwise.  A person is deemed to be an Affiliate of another specified person if such person owns 50% or more of the voting securities of the specified person, or if the specified person owns 50% or more of the voting securities of such person, or if 50% or more of the voting securities of the specified person and such person are under common control.  Notwithstanding the foregoing, for purposes of Article XIII, (1) Producer and Processor are deemed to not be Affiliates of one another, (2) Alpine High Gathering LP, Alpine High Pipeline LP, Alpine High NGL Pipeline LP, and Alpine High Subsidiary GP are deemed Affiliates of Alpine High Processing LP and not Affiliates of Apache Corporation, and (3) all other Affiliates of Apache Corporation are deemed to not be Affiliates of Alpine High Processing LP.


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Gas Processing Agreement dated July 1, 2018
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CONFIDENTIAL TREATMENT REQUESTED



(c)“Affiliate Interests”  As defined in Section 2.11.
(d)“Audit” shall have the meaning set forth in Article XI.
(e)“Btu” means a “British Thermal Unit,” which is the amount of heat required to raise the temperature of one pound of water from 59 degrees Fahrenheit to 60 degrees Fahrenheit at a constant pressure of 14.65 psia.
(f)“Business Day” means any calendar day, other than a Saturday or Sunday, on which commercial banks in Houston, Texas are open for business.
(g)“Calendar Year” means the period from January 1st through December 31st of the same calendar year. 
(h)“Capacity Commitment” shall have the meaning set forth in Section 2.4.
(i)“Central Conditioning Facility” means a facility used for dehydration, compression, treating, or any combination of the foregoing for Non-Processable Gas. 
(j)“Central Processing Facility” means a refrigeration processing plant used for processing and for dehydration, compression, treating, or any combination of the foregoing.
(k)“Central Time” means Central Standard Time, as adjusted semi-annually for daylight savings time.
(l)“Claim” means any lawsuit, claim, proceeding, investigation, or other similar action.
(m)“Consequential Damages” shall have the meaning set forth in Section 19.9.
(n)“Cryogenic Processing Facility” or “Cryo” means a cryogenic processing plant used for processing and for dehydration, compression, treating or any combination of the foregoing.  Each Cryo shall have a minimum design capacity of 200 MMcf per day.
(o)“Cubic Foot” means a volume of Gas occupying a space of one cubic foot at a temperature of 60 degrees Fahrenheit and at a pressure of 14.65 psia.
(p)“Day” means the 24-hour period beginning at 9:00 a.m., Central Time, on a calendar day and ending at 9:00 a.m., Central Time, on the following calendar day (as Central Time is adjusted each calendar year for daylight savings time). 
(q)“Dedicated Area” means the lands located in Reeves, Pecos, Jeff Davis, and Culberson Counties, Texas, more particularly described in Exhibit A. 
(r)“Delivery Point” or “Delivery Points” shall have the meaning set forth in Section 3.1.
(s)“Ethane Rejection Option” shall have the meaning set forth in Section 2.5(b).
(t)“Fees” shall mean, collectively, the Central Conditioning Fee, the Central Processing Fee, and the Cryogenic Processing Fee.


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Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)




CONFIDENTIAL TREATMENT REQUESTED



(u)“Firm” means Processor’s obligation to receive and process Producer’s Gas, and Producer’s right to deliver and have its Gas processed, shall not be subject to interruption, except as absolutely necessary as a result of Force Majeure or, after reasonable prior notice, during periods of Processor’s Facilities maintenance or repair, and in the event of any such interruption or in the event of excess Gas deliveries to the Processor’s Facilities (from Producer or a third party) over and above Plant Capacity, Producer’s Gas shall have first priority rights and shall be the last curtailed, unless Producer otherwise provides consent.  
(v)“FL&U” means fuel and lost and unaccounted for Gas and fuel for Gas-Electric Equivalent that is deducted and retained as fuel and/or system loss by Processor, which is used in and/or occurs in the operation of Processor’s Facilities.
(w)“Force Majeure” shall have the meaning set forth in Section 12.2.
(x)“Gas” means any mixture of hydrocarbon gases or of hydrocarbon gases and non‐combustible gases in a gaseous state.
(y)“Gas Electric Equivalent” shall have the meaning set forth in Exhibit C.
(z)“Gas Price” shall have the meaning set forth in Exhibit C. 
(aa)“Governmental Authority”  Any federal, state, municipal, local or similar governmental authority, regulatory or administrative agency or court with jurisdiction over the Parties or either Party, this Agreement, any of the transactions contemplated hereby, or Processor’s Facilities or any other facilities utilized by a Party for the performance of this Agreement.
(ab)“Gross Heating Value” means the amount of energy transferred as heat per mass or mole from the complete, ideal combustion of the Gas with oxygen (from air), at a base temperature in which all water formed by the reaction condenses to liquid.  If the gross heating value has a volumetric rather than a mass or molar basis, the standard conditions are deemed 14.65 psia and 60 degrees Fahrenheit.
(ac)“Ideal Gas Laws” means the thermodynamic laws applying to perfect gases.
(ad)“Inert Constituents” means constituents other than Plant Products contained in Gas, including oxygen, carbon dioxide, nitrogen, hydrogen sulfide, water vapor, ozone, nitrous oxide, and mercury.
(ae)“Interests” means any right, title, or interest in lands which gives Producer the right to produce and market oil and/or Gas therefrom, whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, farmout, or other contractual arrangement or arising from any pooling, unitization, or communitization of any of the foregoing rights  within the Dedicated Area, and any and all replacements, renewals, and extensions or amendments of any of the same.  
(af)“Law” or “Laws”  Any of the following:  laws, rules, regulations, decrees, judgments or orders of, or licenses or permits issued by, any Governmental Authority, including, without limitation, any U.S. Bureau of Land Management requirement that is applicable to any federal lease included in the Dedicated Area.  


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Gas Processing Agreement dated July 1, 2018
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CONFIDENTIAL TREATMENT REQUESTED



(ag)“Loss” means any loss, cost, expense, liability, damage, sanction, judgment, lien, fine, or penalty, including reasonable attorney’s fees, incurred, suffered or paid by the applicable indemnified Persons on account of: (i) 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 agreed to indemnify the applicable indemnified Persons, or (ii) the breach of any covenant or agreement made or to be performed by the indemnifying Party pursuant to this Agreement.
(ah)“Material Measurement Error” shall have the meaning set forth in Section 5.4.
(ai)“Mcf” means one thousand Cubic Feet.
(aj)“Minimum Cryo Volume” shall have the meaning set forth in Section 2.4.
(ak)“MMBtu” means one million Btu.
(al)“Month” means the period beginning at 9:00 a.m., Central Time, on the first Day of a calendar month and ending at 9:00 a.m., Central Time, on the first Day of the succeeding calendar month.
(am)“Monthly Statement” shall have the meaning set forth in Section 10.1.
(an)“Non-Conforming Plant Products” shall have the meaning set forth in Section 9.3.
(ao)“Non-Conforming Residue Gas” shall have the meaning set forth in Section 8.3.
(ap)“Non-Op Gas” shall have the meaning set forth in Section 2.1.
(aq)“Non-Processable Gas” means Producer’s Gas that Producer elects to have delivered to a Central Conditioning Facility.
(ar)“Off-Spec Gas” shall have the meaning set forth in Section 4.2.
(as)“Operational” means in-service and ready to accept deliveries of Producer’s Gas under this Agreement.
(at)“Person”  An individual, a corporation, a partnership, a limited partnership, a limited liability company, an association, a joint venture, a trust, an unincorporated organization, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
(au)“Processor’s Facilities” means any or all of the compressor stations, Central Conditioning Facilities, Central Processing Facilities, and Cryogenic Processing Facilities owned by Processor, capable of receiving Producer’s Gas for dehydration, compression, treating, and/or removal of Plant Products from time to time, and located in Reeves, Pecos, Jeff Davis, and Culberson Counties, Texas.  
(av)“Plant Capacity” shall have the meaning set forth in Section 2.4.
(aw)“Plant Products” means the mixture consisting primarily of ethane, propane, isobutane, normal butane, and natural gasoline (and any incidental methane) that are extracted at the Processor’s 


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Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Facilities and all other condensate in Producer’s Gas delivered to the Delivery Points or otherwise recovered at the Processor’s Facilities.
(ax)“Plant Products Price” means, for each component Plant Product, a price per gallon equal to 100% of the Monthly average of Processor’s actual sales price for such component product sold from the Processor’s Facilities.  It is understood that the Plant Products Price shall be net of actual, third–party, commercially reasonable fees paid or incurred by Processor for the transportation and fractionation directly related to Producer’s Plant Products but shall not in any circumstance include any (i) marketing or broker fees, (ii) deficiency, take-or-pay, or demand charges, (iii) price adjustments relating to Y-grade product quality specifications, (iv) imbalance fees and penalties, (v) line fill requirements, or (vi) requirements as to product working inventory of Y-grade at a fractionation facility.
(ay)“Plant Products Redelivery Points” means the upstream insulating flange of the applicable custody meter at the discharge points downstream of the Processor’s Facilities, as applicable, as described on Exhibit B, in which Plant Products are redelivered as raw mix to a takeaway pipeline or other transport mode for the account of Producer.
(az)“Primary Term” shall have the meaning set forth in Section 18.1.
(ba)“Prior Dedication” means, as to any Interests acquired by Producer (or any of its successors or assigns under this Agreement) within the Dedicated Area, whether before or after the Effective Date, any dedication or commitment for some or all Services burdening such Interests which is in effect as of the time of any such acquisition.
(bb)“Processable Gas” means Producer’s Gas that Producer elects to have delivered to a Central Processing Facility and/or a Cryogenic Processing Facility.  
(bc)“Processor Indemnified Parties” shall have the meaning set forth in Section 13.1.
(bd)“Producer’s Gas” means all of the Gas owned or controlled by Producer that is produced from the Dedicated Area and delivered to Processor under this Agreement.
(be)“Producer Indemnified Parties” shall have the meaning set forth in Section 13.1.
(bf)“psia” means pounds per square inch absolute.
(bg)“psig” means pounds per square inch gauge.
(bh)“Receipt Point” means the inlet flange of the upstream gatherer’s facilities at the point of interconnection between the low pressure gathering system and Producer’s facilities or the inlet flange of the upstream gatherer’s facilities at the point of interconnection between the high pressure gathering system and Processor’s compression facilities.
(bi)“Redelivery Point Gas Quality Specifications” mean the Gas quality requirements of downstream pipelines or other facility operators at the Residue Gas Delivery Points, as such requirements are in effect from time to time.


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Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)




CONFIDENTIAL TREATMENT REQUESTED



(bj)“Residue Gas” means the portion of the Gas delivered to the Processor’s Facilities that remains after processing.
(bk)“Residue Gas Price” means a price per MMBtu equal to 100% of the Monthly average of Processor’s actual sales price for Residue Gas sold from the Processor’s Facilities.  It is understood that the Residue Gas Price shall be net of actual, third-party, commercially reasonable fees paid or incurred by Processor for the transportation directly related to Producer’s Residue Gas but shall not in any circumstance include any (i) marketing or broker fees, (ii) take-or-pay, reservation, or demand charges, (iii) imbalance fees and penalties, or (iv) line fill requirements.
(bl)“Residue Gas Redelivery Points” means the upstream insulating flange of the applicable Residue Gas custody meter at the discharge points downstream of the Processor’s Facilities, as applicable, as described on Exhibit B, where Residue Gas is delivered to a takeaway pipeline for the account of Producer. 
(bm)“Resolution Period” shall have the meaning set forth in Section 2.2 or Section 3.5, as applicable.
(bn)“Services” shall have the meaning set forth in Section 2.4.
(bo)“Shrinkage” shall have meaning set forth in Exhibit F.
(bp)“Similarly Situated Customers” means any assignee of Producer’s interests hereunder (whether total or partial) pursuant to Section 19.6 or any third party customer for which Producer consents to Processor providing an equal level of service priority pursuant to Section 2.7.
(bq)“Tax” or “Taxes”  Any federal, state or local taxes, fees, levies or other assessments, including all sales and use, goods and services, ad valorem, transfer, gains, profits, excise, franchise, real and personal property, gross receipt, value added, capital stock, production, business and occupation, disability, employment, payroll, license, unemployment, social security, Medicare, or withholding taxes or charges imposed by any Governmental Authority, and including any interest and penalties (civil or criminal) on any of the foregoing.
(br)“Term” shall have the meaning set forth in Section 18.1.
(bs)“Third Party” Any Person that, as of any applicable determination date, is not a Party to this Agreement.
(bt)“Third Party Gas” means Gas other than Producer’s Gas.
(bu)“Transfer” means any direct or indirect transfer, conveyance, assignment, grant, or other disposition of any rights, interests, or obligations. 
(bv)“Transferee Agreement” An agreement in the form as attached hereto as Exhibit I, which is to be signed by Processor and a Third Party to which Producer partially assigns its Interests in the Dedicated Area.
(bw)“Year” means a period of 365 consecutive Days, provided that any year containing the date of February 29 shall consist of 366 consecutive Days.


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Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)




CONFIDENTIAL TREATMENT REQUESTED



ARTICLE II 
 
DEDICATION AND SERVICES
Section 2.1    Dedication; Producer Reservations; Release Rights.  
(a)Dedication. Subject to the terms and conditions of this Agreement, and solely for the purpose of this Agreement, Producer hereby dedicates for the Services to be provided by Processor under this Agreement and shall deliver or cause to be delivered at the Delivery Point(s) the following:
(i)    all Gas owned by Producer that is produced and saved from wells now or hereafter located within the Dedicated Area or on lands pooled or unitized therewith, to the extent such Gas is attributable to Interests within the Dedicated Area, now owned or hereafter acquired by Producer and not otherwise delivered or used as permitted pursuant to this Agreement; and
(ii)    with respect to wells now or hereafter located within the Dedicated Area or on lands pooled or unitized herewith for which Producer is the operator, Gas for such wells that is owned by other working interest owners and royalty owners (“Non-Op Gas”) but only to the extent and for the period that Producer has the right or obligation to market such Non-Op Gas;
provided, however, with respect to any such Gas that is subject to a Prior Dedication, such Gas shall not be subject to the dedication hereunder until the expiration or termination of such Prior Dedication.  Upon the expiration or termination of that Prior Dedication, such additional Interests within the Dedicated Area and such Gas attributable thereto will automatically be subject to the dedication hereunder without any further actions by the Parties. Producer shall notify Processor in writing of any such expiration or termination.  
(b)Covenant Running with the Land.  It is the mutual intention of the Parties that, so long as the dedication in Section 2.1(a) is in effect, this Agreement and the dedication under Section 2.1(a) and all of the terms and provisions of this Agreement collectively shall (i) be a covenant running with the Interests within the Dedicated Area and (ii) be binding on and enforceable by Processor and its successors and assigns against Producer and its successors and assigns of the Interests within the Dedicated Area.  Each Party agrees to execute, acknowledge, and deliver to the other Party from time to time such additional agreements and instruments as may be reasonably requested by such other Party to more fully effectuate the intention of the Parties set forth in the immediately preceding sentence, including a memorandum of this Agreement in the form set forth on Exhibit G, and in the event of a permanent release or partial assignment of the Interests dedicated hereunder, a memorandum of release in the form set forth on Exhibit H.  Producer shall cause any conveyance by it of all or any of the Interests within the Dedicated Area to be made expressly subject to the terms of this Agreement.  By January 31 of each year, Producer and Processor shall update Exhibit A to reflect any Interests within the Dedicated Area (1) acquired by Producer, (2) permanently released by Processor, or (3) partially assigned by Producer (and reflected in a Transferee Agreement) during the immediately preceding year, and, for the avoidance of doubt, any such new Interests within the Dedicated Area shall be subject to this Agreement (including Section 2.1(a) and Section 2.1(b)). Contemporaneously with any such update and supplement to this Agreement, Producer shall execute, acknowledge, and deliver to Processor a supplement to each of the applicable memoranda of this Agreement previously filed for recording in the real property records of each county in which any portion of such new Interests is located. 


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Gas Processing Agreement dated July 1, 2018
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(c)Forecasts. On or before August 1st of each Year during the Term, Processor shall deliver to Producer a map showing each current Processor’s Facilities.  Subject to Processor’s delivery of such map and Processor’s compliance with the confidentiality and restricted use requirements set forth in Section 19.1 on or before October 1st of each Year during the Term, Producer shall deliver to Processor a 2-Year Forecast with respect to the Producer’s Gas. “2-Year Forecast” shall mean Producer’s good faith estimate (expressed in Mcf per Day) and associated gas analysis of Producer’s Gas, to be produced from the Dedicated Area, broken down by Processor’s Facilities, and delivered to the Delivery Points for each Month for the next two (2) years of the Term of the Agreement, which forecasts shall be based on Producer’s most recent engineering and planning data. At Processor’s request, but no more than once per quarter, Producer and Processor will meet to discuss changes in the forecast to ensure that Processor will have adequate capacity in place to meet Producer’s requirements.  For the sake of clarity, Processor acknowledges that Producer shall not at any time be required to deliver any of Producer’s internal budget information to Processor.  Producer shall use all commercially reasonable efforts and information available to it to create the 2-Year Forecasts, but, given the inherent nature of the estimates involved in creating such Forecasts, Producer cannot guarantee the accuracy of any 2-Year Forecast. 


(d)Producer’s Reservations.  
(i)    Gas for Lessors or Royalty Owners.  Producer shall have the right to utilize Gas as may be required to be delivered to lessors or royalty owners under the terms of leases or other agreements or as required for Producer’s operations within the Dedicated Area or lands pooled or unitized therewith, as determined by Producer in its sole discretion.


(ii)    Pooling or Units.  Producer may form, dissolve, and/or participate in pooling agreements or units encompassing all or any portions of the Dedicated Area, as determined by Producer in its sole discretion.


(iii)    Operational Control of Wells.  Producer reserves the right to operate its leases and wells in any manner that it desires, as determined by Producer in its sole discretion and free of any control by Processor, including without limitation, (i) shutting-in, cleaning out, reworking, modifying, deepening, or abandoning any such wells, (ii) using any efficient, modern, or improved method for the production of its wells, (iii) flaring, burning, or venting Gas and (iv) surrendering, releasing, or terminating its leases or Interests or allowing such leases or Interests to expire at any time.


(iv)    Well Development and Operations.  Producer reserves the right to use Gas (including the Plant Products in such Gas), above ground or below, to develop and operate its leases and wells, 


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including, without limitation, for Gas lift, fuel, pressure maintenance, or other re-injection purposes, secondary and tertiary recovery, drilling or cycling, operation of Producer’s facilities, and/or any other legitimate use in connection with the development and/or operation of its leases and wells that are now or hereafter become subject to the terms of this Agreement.  Additionally, for Gas used for fuel, Producer has the right to remove and dispose of liquid hydrocarbons from such Gas by means it deems necessary, including via low temperature separation.  


(v)    No Obligation to Develop.  Notwithstanding anything else in this Agreement that may be construed to the contrary, Producer reserves the right to develop and operate its leases and wells as it sees fit, in its sole discretion, and Producer shall have no obligation to Processor under this Agreement to develop or otherwise produce Gas or other hydrocarbons from any properties owned by it, including any properties now or hereafter located within the Dedicated Area or the lands pooled or unitized therewith.
Section 2.2    Release from Dedication.
(a)Immediate Temporary Release.  If for any reason including Force Majeure (but not including a pressure problem which is addressed in Section 3.5), Processor does not take all or any portion of Producer’s Gas delivered or otherwise available for delivery at a Delivery Point, Producer shall be entitled to an immediate temporary release from dedication of such volume of Producer’s Gas, and may dispose of such Gas in any manner it sees fits, subject to Processor’s right to resume receipts at a subsequent time when Processor is able to take all of Producer’s Gas available for delivery at the Delivery Point in accordance with the terms of this Agreement, provided however if during such temporary release period Producer secures a different temporary market, Processor may resume receipts only upon thirty (30) days’ advance written notice and only as of the beginning of a Month, unless otherwise agreed.  


(b)Permanent Release. In addition to Section 2.2(a), above, if Processor does not take and process all or any portion of Producer’s Gas for delivery at a Delivery Point for any reason (including a failure to meet quality requirements for nitrogen, but not including (i) a failure to meet quality requirements other than for nitrogen as set forth above, for which no permanent release shall be available, or (ii) a pressure problem, which is addressed in Section 3.5) for a cumulative thirty (30) Days in any ninety (90) Day period, unless such failure is caused by Force Majeure, in which case a cumulative 180 Days in any 365-Day period, then upon Producer’s written notice to Processor, Processor shall have fifteen (15) Days from receipt of such notice to propose a feasible plan to Producer that shall resolve such issue, at Processor’s sole cost and expense, within sixty (60) Days after proposing such plan (the “Resolution Period”).  If (A) Processor fails to propose a resolution within the stated fifteen (15) Days, (B) the issue is not resolved after completion of Processor’s resolution, or (C) Processor does not complete such resolution within the Resolution Period (but if Processor’s completion is delayed or prevented by reason of Force Majeure, the Resolution Period shall be extended by an additional 120 Days), Producer may elect within 30 days following Processor’s failure to propose a resolution, the completion of such inadequate resolution or the expiration of such Resolution Period, as applicable, by giving written notice to Processor, a permanent release from dedication as to the affected Delivery Point and the portion(s) of the Dedicated Area associated with such Delivery Point (and such released portion(s) shall be stated in terms of acreage); provided, however, Producer shall 


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not be entitled to the foregoing remedy to the extent that Producer’s good-faith estimate of the affected volumes exceeds the last 2-Year Forecast Producer delivered to Processor in accordance with Section 2.1(c). If Producer elects a permanent release, the portion(s) of the Dedicated Area to be released shall be designated by Producer, acting reasonably and in good faith, provided that Producer shall provide to Processor (subject to the confidentiality and non-use restrictions set forth in this Agreement) reasonable evidence to support Producer’s determination of the portion(s) of the Dedicated Area to be released, and as long as Producer’s determination of the areas to be released is reasonably supported, such determination shall be deemed conclusive.
(c)Release by Upstream Gatherer.  Delivery of Producer’s Gas to Processor hereunder is dependent upon the performance of upstream gathering facilities to which Producer has made a dedication similar to the dedication under this Agreement.  To the extent that Producer’s dedication under such upstream contracts is released, Producer shall receive a corresponding release from dedication under this Agreement.  
Section 2.3    No Election of Remedies. Producer’s exercise of any right to a release from dedication under Section 2.2 shall not be deemed as an election of remedies for any unexcused failure of Processor to perform any obligation under this Agreement, and Producer shall be entitled to any and all other remedies, including specific performance and injunctive relief (without the need to post any bond). 


Section 2.4    Processing and Related Services. Subject to the terms and conditions of this Agreement, each Month during the Term Processor shall provide, or cause to be provided the following services, each on a Firm Basis (collectively, the “Services”): 
		
	(a)
	receive, or cause to be received, Producer’s Gas at the Delivery Points up to the capacity of the Processor’s Facilities (“Plant Capacity”);


		
	(b)
	receive, or cause to be received, condensate at the Delivery Points;


		
	(c)
	dehydrate, compress, and/or treat all of Producer’s Non-Processable Gas at the Central Conditioning Facilities and purchase or deliver for Producer’s account such Producer’s Non-Processable Gas;


		
	(d)
	dehydrate, compress, treat, and/or remove Plant Products from all of Producer’s Processable Gas at Processor’s facilities;


		
	(e)
	for Processable Gas to be delivered to the Cryos, compress and redeliver such Producer’s Gas into a high pressure gathering system and re-accepting such Producer’s Gas at the Cryos;


		
	(f)
	purchase or deliver for Producer’s account all Producer’s Residue Gas and Plant Products for volumes attributable to Producer’s Processable Gas; 


		
	(g)
	construct and place in operation at least three Cryogenic Processing Facilities by the following dates (subject to Force Majeure provided that Force Majeure shall not extend any of the following deadlines by more than 3 months):


		
	(i)
	Cryo #1 will be Operational on or before July 1, 2019;




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Gas Processing Agreement dated July 1, 2018
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	(ii)
	Cryo #2 will be Operational on or before October 1, 2019;


		
	(iii)
	 Cryo #3 will be Operational on or before January 1, 2020; and


		
	(iv)
	 Additional Cryos as required by Section 2.4(h)(ii) within 18 months of Producer’s notice that it has met the criteria set forth in Section 2.4(h)(ii)


Upon the designated Operational dates above (including the permitted Force Majeure extensions), Processor shall be obligated to deliver and process at the Cryogenic Processing Facilities a volume of Processable Gas from Producer and Similarly Situated Customers equal to one hundred percent (100%) of the aggregate design capacity of all Cryos that are or should then be Operational prior to processing the Gas of any non-Similarly Situated Customer at a Cryo.  If a Cryogenic Processing Facility is not Operational by the required deadline the design capacity of such Cryo shall be deemed to be 200 MMcf per day for purposes of calculating the Minimum Cryo Volume.  Notwithstanding Section 6.1, if Processor delivers a volume of Processable Gas equal to less than [***] percent ([***]%) of the aggregate design capacity of all Cryos that are or should be Operational (such volume, the “Minimum Cryo Volumes”) to Cryogenic Processing Facilities, the portion of the Minimum Cryo Volume not processed at a Cryo and attributable to Producer’s Processable Gas shall have [***].  Furthermore, In the event that Processor processes Gas from a non-Similarly Situated Customer in a Cryo(s) prior to processing all of Producer’s Processable Gas in a Cryo(s), then Producer shall have [***] with respect to the volume of Producer’s Processable Gas that should have been but was not processed at a Cryo(s).
(h)subject to Section 18.3, expand its Facilities pursuant to the following requirements:
		
	(i)
	Central Conditioning Facilities. Processor shall have available capacity at the Central Conditioning Facilities to receive, and Processor shall receive, on a Firm basis, one hundred percent (100%) of Producer’s Non-Processable Gas (“Capacity Commitment”).  In order to satisfy the Capacity Commitment, Processor shall, at Processor’s sole expense, undertake an expansion of existing infrastructure or construct and/or install new Central Conditioning Facilities (i) if the then-existing throughput in existing Central Conditioning Facilities exceeds eighty percent (80%) of the design capacity, and (ii) if Producer’s 2-Year Forecast plus Third Party Gas for Similarly Situated Customers for Non-Processable Gas exceeds one hundred five percent (105%) of the designated design capacity for existing Central Conditioning Facilities; 


		
	(ii)
	Cryos. Processor shall, at Processor’s sole expense, undertake an expansion of existing and currently planned infrastructure or construct and/or install new infrastructure within a Cryo (i) if the then-existing throughput in existing and currently planned Cryos exceeds eighty percent (80%) of the Cryos design capacity, and (ii) if Producer’s 2-Year Forecast plus Third Party Gas for Similarly Situated Customers for Processable Gas exceeds one hundred five percent (105%) of the designated design capacity for existing and currently planned Cryos; 


(i)perform such other obligations and actions as are described under this Agreement.


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Processor shall perform all Services and operate Processor’s Facilities consistent with industry standard and in a prudent, workmanlike manner.
Notwithstanding anything in this Agreement to the contrary, Producer shall not be entitled to Services on a Firm basis on any Processor’s Facilities, or any portions of the Processor’s Facilities, that have been built by Processor exclusively to service Gas volumes delivered by any Third Party customer.
Section 2.5    Recovery Rates and Take In-Kind Rights.  
(a)    Recovery Rates.  Subject to Producer’s Ethane Rejection Option, Processor shall determine Producer’s share of Residue Gas and Plant Products within the Processor’s Facilities based on actual recovery rates (including condensate fallout upstream of the Processor’s Facilities) and the allocation methodology shown on Exhibit F.
(b)    Ethane Rejection Mode.  For Producer’s Gas allocated to a Cryogenic Processing Facility, Processor grants Producer an option exercisable by giving Processor at least 5 Days’ notice prior to the beginning of a Month to have Processor operate its Cryogenic Processing Facilities in ethane rejection mode (“Ethane Rejection Option”), and Producer’s election of the Ethane Rejection Option shall continue to apply for successive Months until Producer provides notice otherwise to Processor at least 5 Days prior to the beginning of a Month.  For each Month in which the Ethane Rejection Option applies, if Processor is prohibited by the specifications of downstream pipelines from operating Processor’s Facilities in ethane rejection mode, Processor shall operate the Cryos at the lowest ethane recovery rate allowed by the specifications of the downstream pipelines.  
 (c)    Take In-Kind - Residue Gas.  For each Calendar Year during the Term, Producer shall have the right to take its Residue Gas in-kind.  Producer elects to take its Residue Gas in-kind at the Residue Gas Redelivery Point as of the Effective Date of this Agreement.  This election shall remain in effect until Producer provides notice to Processor at least one hundred eighty (180) Days prior to beginning of the Calendar Year that Producer no longer elects to take its Residue Gas in-kind, and such election to no longer take in-kind shall continue for the remainder of the Term.  For any Calendar Year the Producer elects to take its Residue Gas in-kind, Processor shall not be required to pay the Residue Gas Price.  Additionally, during any such Calendar Year, the “Take In-Kind Terms” set forth in Article VIII and Exhibit E, as well as the applicable title, possession, and liability provisions of Article XIII and Article XIV shall apply.
(d)    Take In-Kind - Plant Products.  For each Calendar Year during the Term, Producer shall have the right to take its Plant Products in-kind.  Producer elects to take its Plant Products in-kind at the Plant Products Redelivery Point as of the Effective Date of this Agreement.  This election shall remain in effect until Producer provides notice to Processor at least one hundred eighty (180) Days period to the beginning of the Calendar Year that Producer no longer elects to take its Plant Products in-kind, and such election to no longer take in-kind shall continue for the remainder of the Term.  For any Calendar Year that Producer elects to take its Plant Products in-kind, Processor shall not be required to pay the Plant Products Price.  Additionally, during any such Calendar Year, the “Take In-Kind Terms” set forth in Article IX and Exhibit E, as well as the applicable title, possession, and liability provisions of Article XIII and Article XIV shall apply.
Section 2.6    Modification of System Capacity.  Other than during periods of emergency and/or required Maintenance, Processor shall not take, without Producer’s prior written consent, any action that 


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could cause the Plant Capacity to be reduced in a manner that negatively affects Producer’s ability to deliver Gas to any Delivery Point. 
Section 2.7    Priority of Gas Services; Curtailment.  Processor covenants that it shall not oversubscribe the Processing Facilities or take additional production into the Processing Facilities if, as a result, Processor is unable to perform its Service obligations under this Agreement.  Processor agrees to not provide services of any kind for any Third Party Gas on a basis that has a priority (i) higher than or (ii) equal to that to which Producer is entitled under this Agreement without Producer’s prior written consent; provided, however, that in the case of (ii), such consent shall not be unreasonably withheld if the Third Party agreement shall not be reasonably expected to impact Processor’s ability to perform its obligations to Producer under this Agreement. If for any reason, including, without limitation, Force Majeure, maintenance, or constraints at Redelivery Point(s), Processor needs to curtail receipt, processing or delivery of Gas at the Processor’s Facilities, the following procedures shall be followed:
(a)    First, Gas deliveries from all customers other than Producer and Similarly Situated Customers shall be curtailed prior to any curtailment or interruption of Producer’s Gas or Gas from Similarly Situated Customers; and 
(b)    Second, if additional curtailments are required beyond Section 2.7(a) above, Processor shall notify Producer and the Similarly Situated Customers of such curtailment and require good faith estimates of expected gas volumes from Producer and Similarly Situated Customers.  Processor shall then allocate the Plant Capacity at the affected Delivery Point on a pro rata basis based upon Producer’s and each Similarly Situated Customer’s respective good faith estimates for the affected point.
Section 2.8    Third Party Gas.  Processor agrees that it shall not accept Third Party Gas into the Processor’s Facilities if such Third Party Gas shall cause Producer’s Gas to not meet the Redelivery Point Gas Quality Specifications.
Section 2.9    Operation and Maintenance of Processor’s Facilities.  Processor shall (i) be entitled to complete operational control of the Processor’s Facilities and (ii) construct, install, own, operate, and maintain, at its sole cost, risk and expense, the facilities in accordance with all applicable laws, as a reasonably prudent operator and, to the extent reasonably possible, in a cost-efficient and effective manner for Producer.
Section 2.10    Commingling.  The Parties agree that Producer’s Gas may constitute part of the supply of Gas from multiple sources, and Processor shall have the right, subject to Processor’s obligations under this Agreement, to commingle Producer’s Gas with other Gas, to deliver Residue Gas and Plant Products containing molecules different from those received at the Delivery Points, and to handle the molecules delivered at the Delivery Points in any manner.
Section 2.11     Acquisitions by Affiliates of Producer. If any Affiliate of Producer acquires any fee ownership, working interest ownership, mineral ownership, leasehold ownership, farmout, or other contractual arrangement or arising from any pooling, unitization, or communitization of any of the foregoing rights within the Dedicated Area (“Affiliate Interests”), then Producer shall use its best efforts to cause any applicable Affiliate of Producer who acquires such Affiliate Interests to execute and deliver to Processor (i) a joinder to this Agreement in the form of Exhibit J attached hereto and (ii) a memorandum of this Agreement in the form set forth on Exhibit G. In the event that an Affiliate of Producer becomes a Producer 


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under this Agreement, the liabilities of Producer and each such Affiliate of Producer shall be several and not joint.
Section 2.12    Producer’s Right to Deliver Other Gas.  Subject to the terms and conditions of this Agreement and availability of capacity, Producer shall have the continuing right to deliver Producer’s equity Gas production and Gas that Producer controls as operator on behalf of non-operating partners from outside of the Dedicated Area to Processor at any one or more Delivery Point(s), and Processor shall provide the Services for such Gas at Processor’s Facilities; provided that such Gas shall not be dedicated under this Agreement.


ARTICLE III 
 
DELIVERY POINTS AND PRESSURE
Section 3.1    Delivery Points.  The delivery points for all Producer’s Gas delivered by Producer under this Agreement shall be the location where Producer’s Gas enters the inlet flange of the Processor’s Facilities located at the points identified on Exhibit B of this Agreement (each, a “Delivery Point,” and together, the “Delivery Points”).  
Section 3.2    Pressure at Delivery Points.  Producer shall cause Producer’s Gas to be delivered to the Delivery Points at a pressure sufficient to enter the Processor’s facilities, provided that Processor maintains the operating pressures at not more than (a) [***] psig at the inlet flange of the on-skid compressor inlet suction scrubber of the Central Conditioning Facilities and (b) [***] psig at the inlet flange of the on-skid compressor inlet suction scrubber of the Central Processing Facilities and at all other Delivery Points other than the inlet to the Cryogenic Processing Facilities.  Producer shall not deliver Gas at a pressure in excess of the MAOP at the Delivery Point, as such MAOP may exist from time to time.  As of the Effective Date, the MAOP at each Delivery Point shall be listed on Exhibit B, and Processor shall give written notice to Producer at any time thereafter that the MAOP for any Delivery Point changes and for each additional Delivery Point when it is added.
Section 3.3    Pressure at Residue Gas Redelivery Points.  If Producer elects to take its Residue Gas in-kind, Processor shall redeliver Residue Gas at a pressure sufficient to enter the receiving facilities at such Residue Gas Redelivery Point, but shall not deliver such Gas at a pressure in excess of the MAOP of such receiving facilities, as such MAOP may exist from time to time. 
Section 3.4    Pressure at Plant Product Redelivery Points.  If Producer elects to take its Plant Products in-kind, Processor shall redeliver Plant Products at a pressure sufficient to enter the receiving facilities at each Plant Product Redelivery Point, but shall not deliver such Plant Products at a pressure in excess of MAOP of such receiving facilities, as such MAOP may exist from time to time.  
Section 3.5    Release Rights.  At any time that the operating pressure at a Delivery Point is not in compliance with the required operating pressure or is in excess of the MAOP for any reason, including Force Majeure, Producer shall be entitled to an immediate temporary release from dedication and may immediately dispose of and/or deliver to any third Person any of Producer’s Gas available for delivery at such Delivery Point.  In the event the operating pressure is not in compliance with the required pressure 


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for a cumulative thirty (30) Days in any ninety (90) Day period for reasons other than Force Majeure, then upon Producer’s written notice to Processor, Processor shall have fifteen (15) Days from receipt of such notice to propose a feasible plan that shall, at Processor’s sole cost and expense, resolve the pressure issue within sixty (60) Days after proposing such plan (the “Resolution Period”) so that the pressure shall be maintained in compliance with the required pressure (including when all available Gas is delivered to the Delivery Point(s), i.e., including all of Producer’s Gas that may have been temporarily released).  If (a) Processor fails to propose a resolution within the stated fifteen (15) Days, (b) the issue is not resolved after completion of Processor’s resolution, or (c) Processor does not complete its proposed resolution within the Resolution Period for any reason (but if Processor’s completion is delayed or prevented by reason of Force Majeure, the Resolution Period shall be extended by an additional 120 Days), then Producer may elect, by giving written notice to Processor, to either (i) a permanent release from dedication as to any affected Delivery Point(s) and the portion(s) of the Dedicated Area associated with such Delivery Point(s) (and such released portion(s) may be stated in terms of wells and/or acreage) or (ii) until the pressure issue has been resolved, [***] percent ([***]%) reduction in the then-existing applicable Fees for a volume of Gas equal to Producer’s good-faith estimate of the volumes that would have been delivered to the affected Delivery Points under this Agreement; provided, however, Producer shall not be entitled to the remedies set forth in either subsection (i) or subsection (ii) to the extent that (x) any Receipt Point(s) upstream of the Delivery Point are in compliance with the Required Pressure (as defined in the Gas Gathering Agreement between Producer and Alpine High Gathering LP dated July 1, 2018) for such Receipt Point(s) or (y) Producer’s good-faith estimate of volumes exceeds the last 2-Year Forecast Producer delivered to Processor in accordance with Section 2.1(c).  If Producer elects a permanent release, the portion(s) of the Dedicated Area to be released shall be designated by Producer, acting reasonably and in good faith, provided that Producer shall provide to Processor (subject to the confidentiality and non-use restrictions set forth in this Agreement) reasonable evidence to support Producer’s determination of the portion(s) of the Dedicated Area to be released, and as long as Producer’s determination of the areas to be released is reasonably supported, such determination shall be deemed conclusive.  Producer’s right to a release from dedication or Fee reduction under this Section 3.5 shall not be deemed an election of remedies, and Producer shall be entitled to any and all other remedies, including specific performance and injunctive relief (without the need to post any bond).


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ARTICLE IV 
 
GAS QUALITY
Section 4.1    Gas Quality Specifications.  Producer’s Gas delivered to a Central Processing Facility or a Cryogenic Processing Facility shall meet the Gas Quality Specifications set forth in Exhibit D-1.  Producer’s Gas delivered to a Central Conditioning Facility shall meet the Gas Quality Specifications set forth in Exhibit D-2.  Producer, at its sole election, may [***]. Producer must provide Processor nine (9) Months’ advance written notice of its desire to [***].  Upon Processor’s receipt of such election, the changes shall be effective on the 1st Day of the Month following the nine (9)-Month notice period.  
Section 4.2    Non-Conforming Gas.  If at any time Processor becomes aware that Producer’s Gas at a Delivery Point fails to conform to the applicable Gas Quality Specifications set forth in Exhibit D-1, or Exhibit D-2 (“Off-Spec Gas”), then Processor shall promptly give Producer written notice of the deficiency, and Producer shall take commercially reasonable steps to remedy the deficiency.  Processor shall use all commercially reasonable efforts to accept such Off-Spec Gas, as long as (i) Processor is able to accept such Off-Spec Gas without unreasonable risk of harm to the Processor’s Facilities or to the Processor’s Facilities personnel, (ii) the acceptance of such Off-Spec Gas does not render the Processor’s Facilities unable to meet the Redelivery Point Gas Quality Specifications, and (iii) Processor’s receipt of the Off-Spec Gas shall not be construed as a change of requirements for future volumes delivered to the Processor’s Facilities.  Processor may immediately cease taking any Off-Spec Gas that Processor deems would be harmful to the Processor’s Facilities or the Processor’s Facilities personnel.
Section 4.3    Reimbursement for Costs and Expenses.  Producer shall reimburse Processor for actual, reasonable costs and expenses directly resulting from damage to the Processor’s Facilities, or to other customers’ Gas therein, to the extent such damage is directly caused by the delivery to the Processor’s Facilities of Producer’s Gas that is Off-Spec Gas, except when Processor knowingly accepts such Off-Spec Gas into the Processor’s Facilities.  Notwithstanding the above or anything else in this Agreement, Producer’s responsibility under this Section 4.3 shall be for actual, direct damages only, and in no event shall this Section 4.3 require Producer to pay or in any way be responsible for the Consequential Damages of any Person.
ARTICLE V 
 
MEASUREMENT
Section 5.1    Equipment and Specifications.  Producer’s Gas delivered to the Processor’s Facilities shall be measured by Processor at each Receipt Point, each Delivery Point, and any point on the gathering system upstream of Processor’s Facilities where buyback gas is redelivered to Producer, and the Residue Gas and Plant Products shall be measured at the meter(s) at the applicable Redelivery Point(s).  Additionally, Processor shall measure any gas consumed as fuel or flared at its facilities. The meters and appurtenant facilities shall be installed, operated, and maintained by Processor in accurate working order and condition, in accordance with the requirements set forth in this Article V, with good and workmanlike standards generally practiced by reasonably prudent gas processing operators, and in accordance with all laws.
Section 5.2    Gas Meter Standards.  Orifice meters installed in such measuring stations for Gas shall be constructed and operated in accordance with ANSI/API 2530 API 14.3, AGA Report No. 3, Orifice 


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Metering of Natural Gas and Other Related Hydrocarbon Fluids (including as it may be revised from time to time) and shall include the use of flange connections and, where necessary, straightening vanes, flow conditioners and/or pulsation dampening equipment.  Ultrasonic meters or Coriolis meters installed in such measuring stations shall be constructed and operated in accordance with AGA Report No. 9, Measurement of Gas by Ultrasonic Meters, First Edition, and AGA Report No. 11, Measurement of Natural Gas by Coriolis Meter, respectively; and any subsequent modification and amendment thereof generally accepted within the Gas industry.  Electronic flow computers shall be used and the Gas shall have its volume, mass, and/or heat content computed in accordance with the applicable AGA standards including, but not limited to, AGA Report Nos. 3, 5, 6, 7, 8 and API 21.1 “Flow Measurement Using Electronic Metering Systems” and any subsequent modifications and amendments thereof generally accepted within the Gas industry.  When Gas chromatographs are used they shall be installed, operated, maintained, and verified according to industry standards (GPA 2261, GPA 2145, GPA 2172, and GPA 2177).  
Section 5.3    Notice of Measurement Equipment Inspection and Calibration. Each Party shall give seventy-two (72) hours’ notice to the other Party in order that the other Party may, at its option, have representatives present to observe any reading, inspecting, testing, calibrating, or adjusting of measuring equipment used in measuring or checking the measurement of receipts or deliveries of Gas under this Agreement.  The official electronic data from such measuring equipment shall remain the property of the measuring equipment owner, but copies of such records shall, upon written request, be submitted, together with calculations and flow computer configurations therefrom, to the requesting Party for inspection and verification.
Section 5.4    Measurement Accuracy Verification.  Each Party shall verify the accuracy of all transmitters, flow computers, and other equipment used in the measurement of the Gas hereunder at intervals not to exceed one hundred eighty (180) Days and cause such equipment to be adjusted or calibrated as necessary.  Testing frequency shall be based upon each Delivery Point flow rate (Mcf/Day).  Any flow rate at a Delivery Point that is: (x) greater than 1,000 Mcf/Day shall be tested Monthly, (y) between 101 and 1,000 Mcf/Day shall be tested quarterly, and (z) less than 100 Mcf/Day shall be tested semi-annually.  Neither Party shall be required to cause adjustment or calibration of such equipment more frequently than once every Month, unless a special test is requested pursuant to Section 5.5.  If, upon testing, (i) no adjustment or calibration error is found that results in an incremental adjustment to the calculated flow rate through each meter run in excess of two percent (2%) of the adjusted flow rate (whether positive or negative and using the adjusted flow rate as the percent error equation denominator) or (ii) any quantity error is not greater than two hundred fifty (250) Mcf per Month, then any previous recordings of such equipment shall be considered accurate in computing deliveries but such equipment shall be adjusted or calibrated at once.  If, during any test of the measuring equipment, an adjustment or calibration error is found that results in (i) an incremental adjustment to the calculated flow rate through each meter run in excess of two percent (2%) of the adjusted flow rate (whether positive or negative and using the adjusted flow rate as the percent error equation denominator) and (ii) a quantity error greater than two hundred fifty (250) Mcf per Month (“Material Measurement Error”), then any previous recordings of such equipment shall be corrected to zero error for any period during which the error existed (and which is either known definitely or agreed to by the Parties) and the total flow for such period shall be determined in accordance with the provisions of Section 5.6.  If the period of error condition cannot be determined or agreed upon between the Parties, such correction shall be for a period extending over the last one half (1/2) of the time elapsed since the date of the last test.


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Section 5.5    Special Tests.  In the event a Party desires a special test (a test not scheduled by a Party under the provisions of Section 5.4) of any measuring equipment, seventy-two (72) hours’ advance notice shall be given to the other Party and, after providing such notice, such test shall be promptly performed.  If no Material Measurement Error is found, the Party requesting the test shall pay the costs of such special test including any labor and transportation costs pertaining thereto.  If a Material Measurement Error is determined to exist, the Party responsible for such measurement shall pay such costs and perform any corrections required under Section 5.4.
Section 5.6    Metered Flow Rates in Error.  If, for any reason, any measurement equipment is (i) out of adjustment, (ii) out of service, or (iii) out of repair, and, in each case, a Material Measurement Error exists as a result thereof, the total quantity of Gas delivered shall be determined in accordance with the first of the following methods which is feasible:
(a)by using the registration of any mutually agreeable check metering facility, if installed and accurately registering (subject to testing as provided for in Section 5.4);
(b)where multiple meter runs exist in series, by calculation using the registration of such meter run equipment; provided that they are measuring Gas from upstream and downstream headers in common with the faulty metering equipment, are not controlled by separate regulators, and are accurately registering; or
(c)by estimating the quantity, based upon deliveries made during periods of similar conditions when the meter was registering accurately.
Section 5.7    Record Retention.  Processor shall retain and preserve all test data, charts, and similar records for any Calendar Year for a period of at least sixty (60) Months, unless any applicable Law requires a longer time period or Processor has received written notification of a dispute involving such records, in which case all records shall be retained until the related issue is resolved. 
Section 5.8    Correction Factors for Volume Measurement.  The computations of the volumes of Gas measured shall be made as follows:
(a)The hourly orifice coefficient for each meter shall be calculated at the base pressure of fourteen and sixty-five hundredths (14.65) psia and the base temperature of sixty (60) degrees Fahrenheit.  All Gas volume measurements shall be based on a local atmospheric pressure assumed to be thirteen and seven-tenths (13.7) psia.
(b)The flowing temperature of the Gas shall be continuously measured.  In the case of electronic metering, such temperature measurement shall be used as continuous input to the flow computer for calculation of Gas volume, mass and/or energy content in accordance with the applicable AGA or API 21.1 standards including, but not limited to, AGA Report Nos. 3, 5, 6, 7 and 8 and any subsequent modification and amendments thereof generally accepted within the Gas industry.
(c)Measurements of inside diameters of pipe runs and orifices shall be obtained by means of a micrometer to the nearest one-thousandth of an inch, and such measurements shall be used in computations of coefficients.


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(d)In determining the volume of Gas, when electronic transducers and flow computers are used, the Gas shall have its volume, mass and/or energy content continuously integrated in accordance with the applicable AGA standards including, but not limited to, AGA report Nos. 3, 5, 6, 7 and 8 and any subsequent modification and amendments thereof generally accepted within the Gas industry.
(e)In calculating the volume of Gas, deviation from Boyle’s Law at the pressure, specific gravity, and temperature for each measurement shall be determined by use of AGA Report No. 8, Compressibility Factors for Natural Gas and Other Related Hydrocarbon Gases, published by the AGA in conjunction with Gas Measurement Committee Report No. 3 and amendments thereto generally accepted within the Gas industry.
(f)Whenever the conditions of pressure and temperature differ from the standards described herein, conversion of the volume from these conditions to the standard conditions shall be made in accordance with the Ideal Gas Laws, corrected for deviation by the methods set forth in the AGA Gas Measurement Committee Report No. 3, as said report may be amended from time to time.
Section 5.9    Exception to Gas Measurement Basis.  If at any time the basis of measurement set out in this Agreement should conflict with any Law, then the basis of measurement provided for in such Law shall govern measurements hereunder.
Section 5.10    Gas Sampling.  Receipt Point meters downstream of new wells or wells that have been changed due to a workover or other well bore alteration that could alter the Gas composition shall be sampled Monthly until the analyses demonstrate reasonable consistency.  After such time, said meters shall then be sampled at the stated calibration frequency.  Processor shall install and maintain a Gas composite sampler at each of the Receipt Points.
(a)Receipt Points and Delivery Points.  The composition, specific gravity and Gross Heating Value of Producer’s Gas shall be determined by the measuring party taking a sample at the same frequency as the meter calibration test.  The sample shall be acquired through an on-line chromatograph or a composite sampler.  The analytical results shall be applied at the beginning of the Month the sample is taken until a subsequent representative sample is applied.
(b)Residue Gas Redelivery Points.  The composition, specific gravity, and Gross Heating Value of Producer’s Residue Gas shall be determined by the measuring party taking a sample at the same frequency as the meter calibration test.  The sample shall be acquired through either an on-line Gas chromatograph or a composite sampler.  The analytical results shall be applied at the beginning of the Month the sample is taken until a subsequent representative sample is applied.  
(c)The specific gravity of Gas at all applicable measurement points shall be determined by a Gas chromatographic component analysis to the nearest one thousandth (0.001) of the samples of the Gas taken for test purposes as provided above, or by such other method as shall be mutually agreed upon.
(d)The Gross Heating Value shall be measured by Gas chromatographic analysis or component analysis of the samples of the Gas taken for test purposes as provided above, or by such other method as shall be mutually agreed upon.


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(e)The Gas received by Processor at Delivery Points other than those at the inlet of a Cryogenic Processing Facility shall be deemed as saturated with water and the Gas shall be measured and settled as saturated at base pressure and base temperature.
Section 5.11    Modifications to Measurement Procedures.  In the event the measurement procedures herein cease to be reflective of actual operations or become inequitable in any respect, such measurement procedures shall be modified to reflect actual operations and to remove such inequities, as long as such modified measurement procedures are consistently applied to Producer and all other customers at the Processor’s Facilities.
Section 5.12    Substitute Measurement and Sampling.  Notwithstanding anything in this Article V to the contrary, for any of the Receipt Point(s) where Producer has installed a meter in accordance with the standards set forth in Section 5.2, Processor shall not be obligated to install its own meter and may use the measurements and samples taken by Producer at the Receipt Point(s).  Additionally, notwithstanding anything in this Article V to the contrary, Processor is not obligated to install its own meter at a Delivery Point and may use aggregate measurements and samples taken at all Receipt Points upstream of such Delivery Point.  When relying on Producer’s Receipt Point meters, Processor shall have the right to witness meter provings and have access to raw measurement data collected.  For the avoidance of doubt, if Processor installs its own Receipt Point meters or any upstream gatherer installs a Receipt Point meter and makes it available to Processor, then Processor shall use such meters, as appropriate, for custody transfer measurement under this Agreement.  
ARTICLE VI. 
 
FEES, FUEL, AND CONSIDERATION
Section 6.1    Fees.  
		
	(a)
	Non-Processable Gas. Producer shall pay to Processor the Central Conditioning Fee, set forth in Exhibit C, for all Producer’s Non-Processable Gas.


		
	(b)
	Processable Gas. Producer shall pay to Processor the applicable Fees, set forth in Exhibit C, for all Producer’s Processable Gas, illustrated by the following formula. 


PF = (CPF x A) + (CRO x B)
Where:
PF = Total Processing Fees
CPF = Producer’s CPF Volumes (as defined in Exhibit F, Paragraph 3) 
CRO = Producer’s Cryo Volumes (as defined in Exhibit F, Paragraph 4) 
A = Central Processing Fee
B = Cryogenic Processing Fee


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Section 6.2  FL&U.  For Services provided at the Central Conditioning Facility, Central Processing Facility, or Cryogenic Processing Facility to which Producer’s Gas is delivered, Producer shall bear responsibility for FL&U, as set forth on Exhibit C.  
Section 6.3  Fee Adjustment.  On each anniversary of the Effective Date, all Fees shall each be automatically adjusted upward or downward by the percentage change in the Chained Consumer Price Index for All Urban Consumers, all items less food and energy, as and when published and considered final by the U.S. Department of Labor Bureau of Labor Statistics calculated for the twelve (12) Months immediately preceding the date of escalation; provided, however, no Fee shall ever be adjusted below its original amount as of the Effective Date; and, provided, further, that the amount of adjustment for each year shall not exceed [***] percent ([***]%) per annum.
Section 6.4   Most Favored Nations.  If, any time during the Term of this Agreement, Processor agrees to provide Services to any Third Party customer on Processor’s Facilities for any individual Fees that are less than any of Producer’s Fees, then Processor will immediately notify Producer in writing of such agreement with a description of the applicable processing fees, treating fees, product allocation percentages (including allocations of drip or condensate), and fuel (such commercial terms and only such terms, collectively, the “Proposed Commercial Terms”).  Within thirty (30) Days of Producer’s receipt of such notice, Producer shall notify Processor in writing if Producer wishes to amend this Agreement to incorporate the Proposed Commercial Terms for the remainder of the Term, and in such case the Parties will enter into an amendment to this Agreement to incorporate the Proposed Commercial Terms.


ARTICLE VII 
 
PRICE AND ALLOCATIONS
Section 7.1    Residue Gas and Plant Products Purchases.  Except to the extent that Producer has elected to take its Residue Gas and/or its Plant Products in-kind pursuant to Sections 2.5(c) and 2.5(d), as full consideration for Producer’s Residue Gas and Producer’s Plant Products attributable to Producer’s Gas and all its components delivered to Processor each month at the Delivery Point, Processer shall pay Producer: (i) the Residue Gas Price for each MMBtu of Producer’s Residue Gas and (ii) the Plant Products Price for each gallon of each component contained in Producer’s Plant Products.  No separate payment is due under this Agreement for helium, sulfur, CO2, or other non-hydrocarbons. 
Section 7.2    Allocation of Residue Gas and Plant Products.  Processor shall determine, on a Monthly basis, the Residue Gas and Plant Products attributable to Producer’s Gas on a proportional basis by component using the allocation methodologies set forth in Exhibit F.  From time to time Processor may make changes and adjustments in its allocation methods to improve accuracy, provided that Processor provides written notice, evidencing the reasons for the necessary changes and adjustments, to Producer prior to making such changes or adjustments.
ARTICLE VIII 
 
RESIDUE GAS REDELIVERY PROCEDURES


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Section 8.1    Procedure for Residue Gas Disposition.  When Producer has elected to take its Residue Gas in-kind, Processor shall return to Producer, or for Producer’s account, Producer’s Residue Gas at the Residue Gas Redelivery Points. 
Section 8.2    Disposition of Producer’s Residue Gas.  Producer shall arrange for the disposition and sale of Producer’s Residue Gas actually delivered to Producer or for Producer’s account.  If Producer fails to provide for the disposition and sale of that Residue Gas (i.e., Producer fails to nominate on a downstream pipeline), Processor shall, in a commercially reasonable manner, arrange for disposition and sale of that Residue Gas and shall remit the net proceeds to Producer after deductions for all reasonable transportation charges, a marketing fee of $0.05 per MMBtu, and other actual, reasonable costs associated with the disposition and sale of Producer’s Residue Gas.  Processor’s remittance of such net proceeds to Producer shall include the gross sales proceeds at which such Residue Gas was sold and reasonably detailed documentation of all such costs and charges deducted from such gross sales proceeds. 
Section 8.3    Quality.  The Residue Gas delivered by Processor from the Processor’s Facilities to Producer or for Producer’s account at the Residue Gas Redelivery Point(s) must meet all quality specifications of the Producer’s designated receiving pipeline(s), as such quality specifications are in effect as of the Effective Date, and if at any time after the Effective Date the applicable receiving pipeline changes its quality specifications to be more stringent, Processor shall have the right to make corresponding revisions to the quality specifications set forth in Exhibit D in amounts consistent with the receiving pipeline’s changes.  Any Residue Gas redelivered by Processor which does not conform with all of the aforesaid quality requirements is referred to herein as “Non-Conforming Residue Gas”.  If Processor fails to redeliver Residue Gas on behalf of Producer that meets all quality specifications of the receiving pipeline, in addition to any other remedy available to Producer at law or in equity, Processor shall be responsible for, and shall indemnify, defend, and hold harmless Producer Indemnified Parties and its and their officers, agents, employees, and contractors, and all third parties located downstream of Processor’s facilities, from and against any and all damages, losses, fines, penalties, fees, charges, claims, demands, suits, actions, causes of action, obligations, liabilities (including, without limitation, for injury, death or damage to property), contractual liabilities, and reasonable expenses and costs (including, without limitation, court costs, reasonable attorney’s fees, and all other reasonable costs and expenses incurred in investigating and defending any of the above) to the extent directly arising from Processor’s delivery of Non-Conforming Residue Gas.  Further, Processor shall be responsible for all reasonable costs and expenses incurred by Producer in order to avoid any fees or fines charged by any downstream transporter for so long as Processor delivers Non-Conforming Residue Gas and so long as such fees or fines are charged.  
ARTICLE IX  
 
PLANT PRODUCTS REDELIVERY PROCEDURES
Section 9.1    Procedure for Plant Product Disposition.  When Producer has elected to take its Plant Products in-kind, Processor shall return to Producer, or for Producer’s account, Producer’s Plant Products at the Plant Products Redelivery Points in the form of raw mix of natural gas liquids.  
Section 9.2    Disposition of Producer’s Plant Products.  Producer shall arrange for the disposition and sale of its share of Plant Products actually delivered to Producer or for Producer’s account.  If Producer fails to provide for the disposition and sale of its share of Plant Products actually delivered to it, Processor may arrange for disposition and sale of those Plant Products and Processor shall remit the net proceeds to 


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Producer after deductions for all actual, reasonable transportation and fractionation charges, a marketing fee of $0.005 per Gallon, and other actual, reasonable costs associated with the disposition and sale of such Plant Products.  Processor’s remittance of such net proceeds to Producer shall include the price at which each Plant Product was sold and reasonably detailed documentation of all such costs and charges deducted from such sale price.  
Section 9.3    Quality.  The Plant Products delivered by Processor to Producer or for Producer’s account at the Plant Products Redelivery Points must meet all quality requirements of the Producer’s designated receiving pipeline(s), as such quality specifications are in effect as of the Effective Date, and if at any time after the Effective Date the applicable receiving transporter changes its quality specifications to be more stringent, Processor shall have the right to make corresponding revisions to the quality specifications set forth in Exhibit D in amounts consistent with the receiving transporter’s changes.  Any Plant Products redelivered by Processor which do not conform with all of the aforesaid quality requirements is referred to herein as “Non-Conforming Plant Products”.  If Processor fails to redeliver Plant Products on behalf of Producer that meet all quality specifications of the receiving transporter, in addition to any other remedy available to Producer at law or in equity, Processor shall be responsible for, and shall indemnify, defend, and hold harmless Producer Indemnified Parties and its and their officers, agents, employees, and contractors, and all third parties located downstream of Processor’s facilities, from and against any and all damages, losses, fines, fees, charges, penalties, claims, demands, suits, actions, causes of action, obligations, liabilities (including, without limitation, for injury, death or damage to property), contractual liabilities, and reasonable expenses and costs (including, without limitation, court costs, reasonable attorney’s fees, and all other reasonable costs and expenses incurred in investigating and defending any of the above) to the extent directly arising from Processor’s delivery of Non-Conforming Plant Products.  Further, Processor shall be responsible for all reasonable costs and expenses incurred by Producer in order to avoid any fees or fines charged by any downstream transporter for so long as Processor delivers Non-Conforming Plant Products and so long as such fees or fines are charged.
ARTICLE X 
 
PAYMENTS
Section 10.1    Payments and Invoices.  Processor shall provide Producer with a detailed statement and supporting documentation for the net amount of all consideration due from Producer to Processor under the terms of this Agreement (net of any amounts due from Processor to Producer under this Agreement), not later than the last Day of the Month immediately following the Month for which the consideration is due (such statement, the “Monthly Statement”); provided that if measurements are based on those of Producer at the Receipt Point(s)as permitted in Section 5.12, then Processor is not required to provide the Monthly Statement until at least ten (10) Days after Producer provides its measurements at the Receipt Point(s).  Not later than thirty (30) Days following Producer’s receipt of a Monthly Statement, Producer shall pay to Processor all net amounts due and owing from Producer to Processor under the Monthly Statement.  If a good faith dispute arises as to a Monthly Statement, Producer shall provide Processor a written notice of dispute on or before the date payment is due for same, setting forth, in reasonable detail, the grounds for such dispute.  Notwithstanding the delivery of a dispute notice, Producer shall pay to Processor the undisputed portions of each Monthly Statement in accordance with the terms of this Agreement.  Any amounts owing by Processor to Producer shall be paid simultaneously with delivery of the Monthly Statement.  Payments to either Party shall be according to the applicable payment instructions 


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set forth in Article XVI.  If any payment due date falls on a non-Business Day, the payment shall be due on the first Business Day thereafter.


Section 10.2    Netting, Offset of Amounts Due.  Either Party shall have the right to offset any undisputed amounts due by it under this Agreement against any undisputed amounts due to it under this Agreement and pay the net amount due to the other Party.
Section 10.3    Interest on Late Payments.  In the event either Party fails to make timely payment of any amount when due under this Agreement (including any disputed amount which is later found to have been correct when payment was first requested), interest shall accrue, from the date payment was due until the date payment is made, at an annual rate equal to the lower of: (a) the prime rate as published in the “Money Rates” section of The Wall Street Journal, plus two percent (2%), or (b) the maximum rate of interest allowed under applicable Laws.
ARTICLE XI 
 
AUDIT RIGHTS
Section 11.1 Audit Rights.  
(a)Each Party shall have the right, at its own expense, upon thirty (30) Days’ written notice and during reasonable working hours to perform an audit of the other Party’s books and records (“Audit”).  The Audit provides the Parties the right to obtain access to and copies of the relevant portion of the books and records which includes, but is not limited to, financial information, reports, charts, calculations, measurement data, allocation support, third-party support, telephone recordings, and electronic communications of the other Party to the extent reasonably necessary to verify performance under the terms and conditions of this Agreement including the accuracy of any statement, allocation, charge, payment calculation or determination made pursuant to the provisions contained herein for any Calendar Year within the twenty-four (24) Month period next following the end of such Calendar Year.  The Party subject to the Audit shall respond to all exceptions and claims of discrepancies within ninety (90) Days of receipt thereof. 
(b)Either Party has the right to Audit any agents of the other Party or any third Person performing services related to this Agreement.  Either Party shall have the right to make and retain copies of the books and records to the extent necessary to support the audit work papers and claims resulting from the Audit.  Additionally, the Parties reserve the right to perform site inspections or carry out field visits of the assets and related measurement being audited.
(c)The accuracy of any statement, allocation, charge, payment calculation, or determination made pursuant to the provisions of the Agreement shall be conclusively presumed to be correct after the twenty-four (24) Month period next following the end of the Calendar Year in which the statement, allocation, charge, payment calculation, or determination was generated or prepared, if not challenged (claimed) in writing prior thereto.  For the avoidance of doubt, all claims shall be deemed waived unless they are made in writing within the twenty-four (24) Month period next following the end of the Calendar Year in which the statement, allocation, charge, payment calculation, or determination was generated or prepared.


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ARTICLE XII 
 
FORCE MAJEURE
Section 12.1    Suspension of Obligations.  In the event a Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than the obligation to indemnify and/or to make payments due hereunder, and such Party gives notice and reasonably full particulars of such Force Majeure in writing to the other Party promptly after the occurrence of the cause relied on, then the obligations of the Party giving such notice, so far as and to the extent 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 so far as possible be remedied with all reasonable dispatch by the Party claiming Force Majeure.  A Force Majeure event affecting the performance of a Party shall not relieve it of liability in the event of its gross negligence, where such gross negligence was the cause of, or a contributing factor in causing, the Force Majeure event, or in the event of its failure to use commercially reasonable efforts to remedy the situation and remove the cause with all reasonable dispatch.  Additionally, it is specifically understood that a Force Majeure shall in no way terminate each Party’s obligation to balance those volumes of Gas received and delivered hereunder.  
Section 12.2    Definition of Force Majeure.  “Force Majeure” shall mean any cause or causes not reasonably within the control of the Party claiming suspension and which, by the exercise of reasonable diligence, such Party is unable to prevent or overcome, including, without limitation, any of the following that meets the foregoing criteria:  acts of God, acts and/or delays in action of any Governmental Authority, strikes, lockouts, work stoppages or other industrial disturbances, acts of a public enemy, sabotage, wars, blockades, insurrections, riots, acts of terror, epidemics, landslides, lightning, earthquakes, fires, storms, storm warnings, floods, washouts, extreme cold or freezing weather, arrests and restraints of governments and people, civil or criminal disturbances, explosions, mechanical failures, breakage or accident to equipment installations, machinery, compressors, or lines of pipe and associated repairs, freezing of wells or lines of pipe, partial or entire failure of wells, pipes, facilities, or equipment, electric power unavailability or shortages, failure of third party pipelines, gatherers, or processors to deliver, receive, or transport Gas, and, in those instances where a Party is required to secure permits from any Governmental Authority to enable such Party to fulfill its obligations under this Agreement, the inability of such Party, at reasonable costs and after the exercise of all reasonable diligence, to acquire such permits.  It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty and that the above requirement that a Force Majeure be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of Persons striking when such course is inadvisable in the sole discretion of the Party having the difficulty.
ARTICLE XIII 
 
INDEMNIFICATION
Section 13.1    Definitions.  The following terms are defined as follows.  
(a)“Processor Indemnified Parties”  Processor and its Affiliates, and its and their respective shareholders, stockholders, members, partners, officers, directors, employees, contractors, subcontractors and agents.


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(b)“Producer Indemnified Parties”  Producer and its Affiliates, and its and their respective shareholders, stockholders, members, partners, officers, directors, employees, contractors, subcontractors and agents.
Section 13.2    PRODUCER’S CONTROL AND LIABILITY.  AS BETWEEN PRODUCER AND PROCESSOR UNDER THIS AGREEMENT, PRODUCER SHALL BE DEEMED IN CONTROL AND POSSESSION OF: (I) PRODUCER’S GAS BEFORE SUCH GAS IS DELIVERED TO PROCESSOR AT THE DELIVERY POINT, (II) WHEN PRODUCER HAS ELECTED TO TAKE ITS RESIDUE GAS IN-KIND, PRODUCER’S RESIDUE GAS AFTER SUCH RESIDUE GAS IS REDELIVERED TO PRODUCER AT THE RESIDUE GAS REDELIVERY POINT, AND (III) WHEN PRODUCER HAS ELECTED TO TAKE ITS PLANT PRODUCTS IN-KIND, PRODUCER’S PLANT PRODUCTS AFTER SUCH PLANT PRODUCTS HAVE BEEN DELIVERED TO THE PLANT PRODUCTS REDELIVERY POINT.  WHEN PRODUCER’S GAS, RESIDUE GAS, OR PLANT PRODUCTS ARE IN THE CONTROL AND POSSESSION OF PRODUCER AS DESCRIBED ABOVE, PRODUCER SHALL BE RESPONSIBLE FOR AND SHALL INDEMNIFY, HOLD HARMLESS, DEFEND, AND RELEASE PROCESSOR INDEMNIFIED PARTIES FROM ANY ACTUAL LOSS OR DAMAGE OR ACTUAL INJURY CAUSED BY PRODUCER’S GAS, RESIDUE GAS, OR PLANT PRODUCTS WHILE IN A PRODUCER INDEMNIFIED PARTY’S CONTROL AND POSSESSION EXCEPT TO THE EXTENT CAUSED BY THE BREACH OF THIS AGREEMENT BY PROCESSOR OR THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OTHER FAULT OF ANY OF THE PROCESSOR INDEMNIFIED PARTIES OR EXCEPT TO THE EXTENT COVERED BY SECTION 13.4.  PRODUCER’S INDEMNIFICATION, HOLD HARMLESS, DEFENSE, AND RELEASE OBLIGATIONS UNDER THIS SECTION 13.2 SHALL BE SUBJECT TO THE LIMITATION OF DAMAGES AND THE WAIVER OF REMEDIES IN ARTICLE XIX.  
Section 13.3    PROCESSOR’S CONTROL AND LIABILITY. AS BETWEEN PRODUCER AND PROCESSOR UNDER THIS AGREEMENT, PROCESSOR SHALL BE DEEMED IN CONTROL AND POSSESSION OF: (I) PRODUCER’S GAS AFTER SUCH GAS IS DELIVERED TO PROCESSOR AT THE DELIVERY POINT, (II) PRODUCER’S RESIDUE GAS UNLESS AND UNTIL SUCH RESIDUE GAS HAS BEEN REDELIVERED TO PRODUCER AT THE RESIDUE GAS REDELIVERY POINT, AND (III) PRODUCER’S PLANT PRODUCTS UNLESS AND UNTIL SUCH PLANT PRODUCTS HAVE BEEN REDELIVERED TO PRODUCER AT THE PLANT PRODUCTS REDELIVERY POINT.  WHEN PRODUCER’S GAS, RESIDUE GAS, OR PLANT PRODUCTS ARE IN THE CONTROL AND POSSESSION OF PROCESSOR AS DESCRIBED HEREIN, PROCESSOR SHALL BE RESPONSIBLE FOR AND SHALL INDEMNIFY, HOLD HARMLESS, DEFEND, AND RELEASE PRODUCER INDEMNIFIED PARTIES FROM ANY ACTUAL LOSS OR DAMAGE OR ACTUAL INJURY CAUSED BY PRODUCER’S GAS, RESIDUE GAS, OR PLANT PRODUCTS WHILE IN A PROCESSOR INDEMNIFIED PARTY’S CONTROL AND POSSESSION, EXCEPT TO THE EXTENT CAUSED BY THE BREACH OF THIS AGREEMENT BY PRODUCER OR THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OTHER FAULT OF ANY OF THE PRODUCER INDEMNIFIED PARTIES OR EXCEPT TO THE EXTENT COVERED BY SECTION 13.4.  PROCESSOR’S INDEMNIFICATION, HOLD HARMLESS, DEFENSE, AND RELEASE OBLIGATIONS UNDER THIS SECTION 13.3 SHALL BE SUBJECT TO THE LIMITATION OF DAMAGES AND THE WAIVER OF REMEDIES IN ARTICLE XIX.  


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Section 13.4    Personal Injury Claims of Producer Indemnified Parties and Processor Indemnified Parties.  PRODUCER SHALL BE RESPONSIBLE FOR, AND SHALL INDEMNIFY, HOLD HARMLESS, DEFEND, AND RELEASE PROCESSOR INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS OR LOSSES FOR OR RESULTING FROM ANY BODILY INJURY, DEATH, OR ILLNESS SUFFERED BY ANY OF THE PRODUCER INDEMNIFIED PARTIES ARISING OUT OF OR RELATING TO THE PARTIES’ ACTIVITIES UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH INJURY IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PROCESSOR INDEMNIFIED PARTIES.  PROCESSOR SHALL BE RESPONSIBLE FOR, AND SHALL INDEMNIFY, HOLD HARMLESS, DEFEND, AND RELEASE PRODUCER INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS OR LOSSES FOR OR RESULTING FROM ANY BODILY INJURY, DEATH, OR ILLNESS SUFFERED BY ANY OF THE PROCESSOR INDEMNIFIED PARTIES ARISING OUT OF OR RELATING TO THE PARTIES’ ACTIVITIES UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH INJURY IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PRODUCER INDEMNIFIED PARTIES.
Section 13.5    Insurance.  In support of the liability and indemnity obligations assumed by the Parties in this Agreement, each Party agrees to obtain and maintain, at its own expense, insurance coverages in the types and amounts which are comparable with its peers and that is generally carried by companies performing the same or similar activities as the Parties in this Agreement.  In addition, each Party shall comply with all statutory insurance requirements determined by governmental laws and regulations, as applicable.  To the extent of the Parties’ indemnity obligations or liabilities assumed under this Agreement, (i) each Party’s insurance coverage shall be primary to and shall receive no contribution from any insurance maintained by the Indemnified Parties, and (ii) any insurance of each Party shall waive rights of subrogation against the Indemnified Parties and include the Indemnified Parties as additional insured under any applicable coverages.  Failure to obtain adequate insurance coverage shall in no way relieve or limit any indemnity or liability of either Party under this Agreement.
ARTICLE XIV 
 
TITLE
Section 14.1    Producer’s Warranty.  Producer warrants that it owns, or has the right to deliver, Producer’s Gas to the Delivery Points for the purposes of this Agreement, free and clear of all liens, encumbrances, and adverse claims.  If the title to Producer’s Gas delivered hereunder is disputed or is involved in any legal action in any material respect, Processor shall have the right to withhold payment (without interest), or cease receiving such Gas, to the extent of the interest disputed or involved in legal action, during the pendency of the action or until title is freed from the dispute or until Producer furnishes, or causes to be furnished, indemnification to save Processor harmless from all Claims or Losses arising out of the dispute or action, with surety reasonably acceptable to Processor.  Subject to Sections 19.9 and 19.10, Producer agrees to indemnify the Processor Indemnified Parties from and against all Claims or Losses suffered by the Processor Indemnified Parties, to the extent such Claims or Losses arise out of a breach of the foregoing warranty.
Section 14.2    Processor’s Warranty.  Processor warrants that it has the right to accept Gas at the Delivery Points and to deliver the Residue Gas to the Residue Gas Redelivery Points and the Plant Products to the Plant Products Redelivery Points free and clear of all liens, encumbrances, and adverse claims.  If the Processor’s Facilities are involved in any legal action in any material respect, Producer shall have the 


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right to withhold payment (without interest), or cease delivering Gas, to the extent of the interest disputed or involved in legal action, during the pendency of the action or until Processor furnishes, or causes to be furnished, indemnification to save Producer harmless from all Claims or Losses arising out of the dispute or action, with surety reasonably acceptable to Producer.  Subject to Sections 19.9 and 19.10, Processor agrees to indemnify the Producer Indemnified Parties from and against all Claims or Losses suffered by the Producer Indemnified Parties, to the extent such Claims or Losses arise out of a breach of the foregoing warranty.
Section 14.3    Title.  Except to the extent that Producer has elected to take any Residue Gas and/or Plant Products in-kind in accordance with Section 2.5, title to Producer’s Gas (including Plant Products and Inert Constituents contained in Producer’s Gas) delivered to Processor under this Agreement shall pass to Processor at the tailgate of the Processor’s Facilities, and Producer conveys Producer’s Gas (and the Plant Products and Inert Constituents in the Producer’s Gas) to Processor, free and clear of any claims, liens or encumbrances of any nature.  In the event that Producer has elected to take its Residue Gas and Plant Products in-kind in accordance with Section 2.5, title to the Inert Constituents contained in Producer’s Gas and extracted by Processor at the Processor’s Facilities shall pass to Processor at the tailgate of the Processor’s Facilities.
ARTICLE XV 
 
ROYALTY AND TAXES
Section 15.1    Proceeds of Production.  Producer shall have the sole and exclusive obligation and liability for the payment of all Persons due any proceeds derived by Producer from Producer’s Gas (including all constituents and products thereof) delivered under this Agreement, including, without limitation, royalties, overriding royalties, and similar interests, in accordance with the provisions of the leases or agreements creating those rights to such proceeds.
Section 15.2    Producer’s Taxes.  Producer shall pay and be responsible for all gross production and severance Taxes levied against or with respect to Producer’s Gas delivered under this Agreement, all ad valorem Taxes levied against the property of Producer, all income, excess profits, and other Taxes measured by the income or capital of Producer, and all payroll Taxes related to employees of Producer.  
Section 15.3    Processor’s Taxes.  Processor shall pay and be responsible for all Taxes levied with respect to the providing of Services under this Agreement, all ad valorem Taxes levied against the property of Processor, all income, excess profits, and other Taxes measured by the income or capital of Processor, and all payroll Taxes related to employees of Processor. 
Section 15.4    Severance Tax Reimbursement.  Producer and Processor agree that the price paid by Processor for Residue Gas and associated Plant Products purchased hereunder is inclusive of all severance tax reimbursements which are levied on the production of such Residue Gas and Plant Products and which are measured by the quantity of Residue Gas and Plant Products or by the revenues received by Producer for the sale of such Residue Gas and Plant Products.
ARTICLE XVI 
 
NOTICE AND PAYMENT INSTRUCTIONS


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Except as specifically provided elsewhere in this Agreement, any notice or other communication provided for in this Agreement shall be in writing and shall be given (i) by depositing in the United States mail, postage paid and certified with return receipt requested, (ii) by depositing with a reputable overnight courier, (iii) by delivering to the recipient in person by courier, or (iv) by facsimile or email transmission, in each of the foregoing cases addressed to the applicable Party as set forth below, and payments required under this Agreement shall be made to the applicable Party according to the payment instructions set forth below.  A Party may at any time designate a different address or payment instructions by giving written notice to the other Party.  Notices, invoices, allocation statements, claims, or other communications shall be deemed received when delivered to the addressee in person, or by courier, or transmitted by facsimile transmission or email during normal business hours, or upon actual receipt by the addressee after such notice has either been delivered to an overnight courier or deposited in the United States mail, as the case may be.
NOTICES:
Producer                    Processor 
    Apache Corporation                Alpine High Processing LLC 
    Attn: Marketing Contract Administration    Attn: Commercial Operations 
    2000 Post Oak Blvd., Suite 100        17802 IH-10 West
Houston, Texas 77056-4400            San Antonio, Texas  78257
Telephone: (713) 296-6000            Telephone: 210-447-5629
Fax: (713) 296-6473                Email: CommercialOperations@apachecorp.com
Email: contract.administration@apachecorp.com    




PAYMENT INSTRUCTIONS:
Producer                    Processor 
    Bank:  [***]                    c/o [***] 
    ABA: [***]                    Bank: [***] 
    [***]                        ABA: [***] 
    Acct: [***]                    [***] 
                            Acct: [***]
ARTICLE XVII 
DISPUTE RESOLUTION




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Section 17.1    Negotiation.  Prior to submitting any dispute for resolution by a court, a Party shall provide written notice of such dispute to the other Party.  If the Parties fail to resolve the dispute within fifteen (15) Business Days after such notice is 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 available remedies; provided, however, this Section 17.1 shall not limit a Party’s right to initiate litigation prior to the expiration of the time periods set forth in this Section 17.1 if application of such limitations would prevent a Party from filing a Claim within the applicable period for filing lawsuits (e.g. statutes of limitation, prescription, etc.) or would otherwise prejudice or harm a Party. 
Section 17.2    Jurisdiction and Venue.
(a)    Each Party agrees that the appropriate, exclusive and convenient forum for any disputes between the Parties arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in Houston, Texas, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.  The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts.
(b)    Each Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection (including, without limitation, the defense of inconvenient forum) which it 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 any court referred to in paragraph (a) above.  
ARTICLE XVIII 
 
TERM
Section 18.1    Primary Term; Producer’s Right to Extension.  This Agreement is effective as of the Effective Date and shall continue in full force and effect until March 31, 2032 (the “Primary Term”); provided that Producer shall have two (2) successive options to extend the Primary Term by five (5) Years each.  Each five (5)-Year Primary Term extension shall occur automatically unless Producer gives Processor at least nine (9) Months’ prior written notice that it does not wish to extend the Primary Term.  Unless terminated at the end of the Primary Term by either Party giving at least six (6) Months’ prior written notice, this Agreement shall continue after the Primary Term on a Year-to-Year basis unless terminated at the end of any Yearly extension period by either Party giving at least six (6) Months’ prior written notice.  For purposes of this Agreement, the period during which this Agreement continues in full force and effect prior to any termination pursuant to this Agreement is referred to herein as the “Term”.
Section 18.2    Termination of Gathering Agreement.  Notwithstanding anything to the contrary in this Article XVIII, Producer shall have the right to terminate this Agreement upon the termination or expiration of that certain Gas Gathering Agreement between Producer and Alpine High Gathering LP dated July 1, 2018.  


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CONFIDENTIAL TREATMENT REQUESTED



Section 18.3    Processor’s Facilities Expansion.  In the event that Processor is required to undertake an expansion pursuant to Section 2.4(h) and the Agreement is within the final two (2) Years of the Term or is on a Year-to-Year basis, Processor shall not be obligated to undertake an expansion unless Producer agrees to a Term extension such that at least two (2) Years remain in the Term. 


ARTICLE XIX 
 
MISCELLANEOUS
Section 19.1    Confidentiality.  Producer’s 2-Year Forecast delivered to Processor pursuant to Section 2.1(b) and all other information received by Processor pursuant to the terms of this Agreement which involves or in any way relates to Producer’s production estimates, development plans, and/or other similar information, and information related to Producer’s actual production at any individual Receipt Point, including, without limitation, information relating to production rates, volumes, composition, heating value, or other similar or dissimilar information, shall be kept strictly confidential by Processor, and Processor shall not disclose any such information to any third Person or use any such information for any purpose other than performing under this Agreement, provided, however, Processor may disclose such information to those of its legal counsel, accountants, and other representatives with a specific need to know such information for purposes of Processor’s performance under this Agreement or enforcement of this Agreement or as required by applicable Law, provided such third Persons have likewise agreed in writing to the confidentiality and non-use restrictions set forth herein.  In the event Processor is required by Law to disclose any such information, Processor shall first notify Producer in writing as soon as practicable of any proceeding of which it is aware that may result in disclosure and shall use all reasonable efforts to prevent or limit such disclosure.  Producer’s confidential information shall not include information that Processor can satisfactorily demonstrate was: (a) rightfully in the possession of Processor prior to Producer’s disclosure hereunder, (b) in the public domain prior to Producer’s disclosure hereunder, (c) made public by any Governmental Authority; (d) supplied to Processor without restriction by a third party who is under no obligation to Producer to maintain such confidential information in confidence; or (e) independently developed by Processor.  The confidentiality requirements and non-use restrictions set forth herein shall survive termination or expiration of this Agreement for two (2) Years after such termination or expiration.  Notwithstanding anything else in this Agreement, the Parties agree that there is not an adequate remedy at law for any breach of these confidentiality and non-use restrictions and, therefore, Producer shall be entitled (without the posting of any bond) to specific performance and injunctive relief restraining any breach hereof, in addition to any other rights and remedies which it may have or be entitled. 
Section 19.2    Independent Contractor. Notwithstanding anything else in this Agreement, Processor undertakes its obligations under this Agreement as an independent contractor, at its sole risk, and all Persons carrying out any of Processor’s obligations set forth herein for or on behalf of Processor are or shall be deemed employees, contractors, subcontractors, agents, and/or representatives of Processor, subject to the direction and control of Processor.  Processor is to determine the manner, means, and methods in which such Persons shall carry out their work to attain the results contemplated by this Agreement, consistent with the general coordinative efforts and suggestions of Producer with respect to the work.  Nothing in this Agreement or inferred from any action of either Party shall be taken to establish the relationship of master and servant or principal and agent between Producer and Processor.


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Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Section 19.3    Rights; Waivers.  The failure of either Party to exercise any right granted hereunder shall not impair nor be deemed a waiver of that Party’s privilege of exercising that right at any subsequent time or times.  No waiver by either Party of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided.
Section 19.4    Applicable Laws.  This Agreement is subject to all valid present and future Laws of any Governmental Authority(ies) now or hereafter having jurisdiction over the Parties, this Agreement, or the Services performed or the facilities utilized under this Agreement.
Section 19.5    Governing Law.  This Agreement shall be governed by, construed, and enforced in accordance with the Laws of the State of Texas, without regard to any choice of law principles that would require the application of the Laws of any other jurisdiction, PROVIDED, HOWEVER, THAT NO LAW, THEORY, OR PUBLIC POLICY SHALL BE GIVEN EFFECT WHICH WOULD UNDERMINE, DIMINISH, OR REDUCE THE EFFECTIVENESS OF EACH PARTY’S WAIVER OF SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, AND EXEMPLARY DAMAGES SET FORTH IN SECTION 19.9 OR WAIVER OF THE RIGHT TO CERTAIN REMEDIES SET FORTH IN SECTION 19.10, IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES THAT SUCH WAIVERS ARE TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING ANY PRE-EXISTING CONDITION OR THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), GROSS NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY PARTY HERETO, OR OTHERWISE.
Section 19.6    Assignments.  This Agreement, including any and all renewals, extensions, and amendments hereto, and all rights, title, and interests contained herein, shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, and assigns, the assigns of all or any part of Processor’s right, title, or interest in the Processor’s Facilities, and the assigns of all or any part of Producer’s Interests in the Dedicated Area, and each Party’s respective obligations hereunder shall be covenants running with the lands underlying or included in any such assets.  Neither Party shall Transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed, or conditioned; provided, however, that either Party may Transfer any of its rights or obligations under this Agreement to any Affiliate of such Party without the prior written consent of the other Party and that, in connection with a Transfer of all or any portion of the Dedicated Area, Producer shall Transfer its corresponding rights and obligations under this Agreement without the need for the prior written consent of Processor; provided, further, that if Producer Transfers a portion but not all of the Dedicated Area, instead of acquiring this Agreement, the transferee of such Interests shall execute an agreement in the form attached hereto as Exhibit I (the “Transferee Agreement”), Processor shall likewise execute such Transferee Agreement, and such Transferred portion of the Dedicated Area shall be removed from dedication under this Agreement.  Any Transfer of this Agreement shall expressly require that the assignee assume and agree to discharge the duties and obligations of its assignor under this Agreement, and the assignor shall be released from the duties and obligations arising under this Agreement which accrue after the effective date of such Transfer.  Processor shall not Transfer its rights and interests in the Processor’s Facilities, in whole or in part, unless the transferee of such interests agrees in writing to be bound by the terms and conditions of this Agreement.  No Transfer of this Agreement or of any interest of either Party shall be binding on the other Party until such other Party 


Page 32
Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)




CONFIDENTIAL TREATMENT REQUESTED



has been notified in writing of such Transfer and furnished with reasonable evidence of same.  No such Transfer of this Agreement or of any interests of either Party shall operate in any way to enlarge, alter, or modify any obligation of the other Party hereto.  Any Person that succeeds by purchase, merger, or consolidation with a Party hereto shall be subject to the duties and obligations of its predecessor in interests under this Agreement or a Transferee Agreement, as applicable.
Section 19.7    Entire Agreement.  This Agreement constitutes the entire agreement of the Parties and supersedes all prior understandings, agreements, representations, and/or warranties by or among the Parties, written or oral, with respect to the subject matter hereof.  No other representations, warranties, understandings, or agreements shall have any effect on this Agreement. 
Section 19.8    Amendments.  This Agreement may not be amended or modified in any manner except by a written document signed by both Parties that expressly amends this Agreement.  
Section 19.9    LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (COLLECTIVELY, “CONSEQUENTIAL DAMAGES”) RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT OR WARRANTY, OR OTHERWISE.  IN FURTHERANCE OF THE FOREGOING, EACH PARTY RELEASES THE OTHER PARTY AND WAIVES ANY RIGHT OF RECOVERY FOR CONSEQUENTIAL DAMAGES SUFFERED BY SUCH PARTY, REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE CAUSED BY THE OTHER PARTY’S NEGLIGENCE (AND REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE, OR GROSS), FAULT, OR LIABILITY WITHOUT FAULT.  PROCESSOR UNDERSTANDS THAT PRODUCER IS RELYING ON PROCESSOR’S PERFORMANCE UNDER THIS AGREEMENT TO ENABLE PRODUCER TO MEET ITS OBLIGATIONS UNDER DOWNSTREAM CONTRACTS, AND PROCESSOR EXPRESSLY AGREES THAT ANY DAMAGES SUFFERED BY PRODUCER UNDER ANY SUCH DOWNSTREAM CONTRACT AS A RESULT OF PROCESSOR’S UNEXCUSED FAILURE TO PERFORM UNDER THIS AGREEMENT SHALL BE CONSIDERED DIRECT DAMAGES.
Section 19.10    RIGHTS AND REMEDIES.  NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT THAT MAY BE CONSTRUED TO THE CONTRARY, A PARTY’S SOLE REMEDY AGAINST THE OTHER PARTY FOR NON-PERFORMANCE OR BREACH OF THIS AGREEMENT OR ANY OTHER CLAIM OF WHATSOEVER NATURE ARISING OUT OF THIS AGREEMENT OR OUT OF ANY ACTION OR INACTION BY A PARTY IN RELATION HERETO SHALL BE IN CONTRACT AND EACH PARTY EXPRESSLY WAIVES ANY OTHER REMEDY IT MAY HAVE IN LAW OR EQUITY, INCLUDING, WITHOUT LIMITATION, ANY REMEDY IN TORT.
Section 19.11    Replacement Indices.  In the event a published index or rate required hereunder is not available, the Parties shall promptly agree upon an alternative index or rate to be utilized, upon either Party giving written notice to the other that an alternative index or rate is needed.  Such alternative index or rate shall be effective retroactively to the date on which the original index or rate ceased to be available.  If the Parties have not agreed on an alternative index or rate by the end of the fifth (5th) Business Day after 


Page 33
Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)




CONFIDENTIAL TREATMENT REQUESTED



notice was given, then each Party shall, by the end of the fifteenth (15th) Business Day after the notice was given, prepare a list of three alternative published and industry recognized indices or rates to replace the index or rate that has become unavailable.  The first common item that appears on each of the lists shall be the alternative index or rate.  If there is more than one common item on both lists, the one appearing first on both lists, giving priority to the list first submitted by one Party to the other, shall be the alternative index or rate.  If no common item appears on the lists, each Party may strike in turn, one item from the other Party’s list until only one item remains on each list.  The alternative index or rate will then be determined from the two remaining items by coin flip.  If either Party fails to deliver a list, the first item appearing on the submitting Party’s list will govern and prevail to determine the alternative index or rate.
Section 19.12    No Partnership.  Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust, fiduciary, or partnership duty, obligation, or liability on or with regard to either Party.
Section 19.13    Rules of Construction. In construing this Agreement, the following principles shall be followed:
(a)    no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement;
(b)    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/or conditions hereof;
(c)    examples shall not be construed to limit, expressly or by implication, the matter they illustrate;
(d)    the word “includes” and its syntactical variants mean “includes, but is not limited to” and corresponding syntactical variant expressions; and
(e)    the plural shall be deemed to include the singular and vice versa, as applicable.
Section 19.14    No Third Party Beneficiaries. Except for Persons expressly indemnified hereunder, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and shall not inure to the benefit of any other Person, it being the intention of the Parties that no third Person shall be deemed a third-party beneficiary of this Agreement.
Section 19.15    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.
Section 19.16    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.
Section 19.17    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.


Page 34
Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Section 19.18    Survival.  The terms of this Agreement which by their nature should reasonably be expected to survive termination or expiration of this Agreement shall survive, including, without limitation, Article XI (Audit Rights), Article XIII (Indemnification), Article XVII (Dispute Resolution), Section 19.1 (Confidentiality), Section 19.5 (Governing Law), Section 19.9 (Limitation of Liability), Section 19.10 (Rights and Remedies), this Section 19.18 (Survival), and the obligations of either Party under any provision of this Agreement to make payment hereunder.
Section 19.19    Financial Assurance. If either Party has reasonable grounds for insecurity regarding the performance of any payment obligation under this Agreement (whether or not then due) by the other Party or that other Party’s guarantor, if any, including, without limitation, the occurrence of a material adverse change in the creditworthiness of the other Party, a Party may demand Adequate Assurance of Performance.  A demand by a Party seeking Adequate Assurance of Performance shall be in writing and shall include an explanation in reasonable detail of the calculation of the Adequate Assurance of Performance demand.  “Adequate Assurance of Performance” shall mean sufficient security in the form, amount, and for a term, and from an issuer, all reasonably acceptable to the Party seeking assurance, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a security interest in an asset, or a guaranty.  If either Party does not give Adequate Assurance of Performance in accordance with the terms of this Agreement within - ten (10) Business Days of a written request by the other Party, the Party making a reasonable request for Adequate Assurance of Performance has the right to immediately suspend deliveries or receipts, as applicable, under this Agreement with immediate effect until such time sufficient security is provided. 
Section 19.20    Exhibits.  The following exhibits are attached to this Agreement and are incorporated herein by this reference:
Exhibit A    -    Dedicated Area
Exhibit B    -    Delivery Points and Redelivery Points
Exhibit C    -    Fees and FL&U
Exhibit D    -    Gas Quality Specifications
Exhibit E    -     Take In-Kind Terms
Exhibit F    -     Allocation Methodologies
Exhibit G     -    Form of Memorandum of Agreement
Exhibit H    -    Form of Memorandum of Release
Exhibit I    -    Form of Transferee Agreement
Exhibit J    -    Form of Joinder Agreement




Page 35
Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)




CONFIDENTIAL TREATMENT REQUESTED



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


PROCESSOR:
ALPINE HIGH PROCESSING LP
By:    Alpine High Subsidiary GP LLC, 
its general partner




By:    /s/ Brian W. Freed
Name: Brian W. Freed
Title:   Senior Vice President




PRODUCER:
APACHE CORPORATION
By:    /s/ Stephen J. Riney
Name:     Stephen J. Riney
Title:     Chief Financial Officer and 
Executive Vice President




Page 36
Gas Processing Agreement dated July 1, 2018
Between Alpine High Processing LP (Processor) and Apache Corporation (Producer)





CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT A
to
Gas Processing Agreement dated July, 1 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


DEDICATED AREA


“Dedicated Area” shall mean the following lands as further described in the map (the area within the red border) and table below, as the same may be updated annually pursuant to Section 2.1(b).  In the event of a conflict between the map and the table, the map shall control.


[***]






Exhibit A – Page 1


CONFIDENTIAL TREATMENT REQUESTED



	
						
	Section
	Block
	Survey
	County
	State
	Dedicated Interest as of the Effective Date








[***] [22 PAGES OF TABLE OMITTED] [***]




Exhibit A – Page 2



CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT B
to
Gas Processing Agreement dated July 1, 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


Processor shall update Exhibit B on January 1, April 1, July 1, and October 1 of each Year to include any additional points that have been placed into service


DELIVERY POINTS AND REDELIVERY POINTS


LOW PRESSURE DELIVERY POINTS
	
				
	Delivery Point Name
	Location
	MAOP
	Required Pressure




[***]
HIGH PRESSURE RECEIPT POINTS
	
			
	Receipt Point Name
	Meter Number
	MAOP




[***]
HIGH PRESSURE DELIVERY POINTS
	
			
	Delivery Point Name
	Meter Number
	MAOP




[***]


RESIDUE GAS REDELIVERY POINTS
	
		
	Redelivery Point Name
	Meter Number




[***]


PLANT PRODUCTS REDELIVERY POINTS
	
		
	Redelivery Point Name
	Meter Number




[***]


Exhibit B – Page 1







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT C
to
Gas Processing Agreement dated July, 1 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


FEES AND FL&U


Fees:


1. Central Conditioning Fee: $[***] per Mcf of Producer’s Non-Processable Gas delivered to a Central Conditioning Facility.


2. Central Processing Fee: (a) From the Effective Date through December 31, 2020, $[***] per Mcf of Producer’s Processable Gas delivered only to a Central Processing Facility, and (b) from January 1, 2021, through the remainder of the Term, $[***] per Mcf of Producer’s Processable Gas delivered only to a Central Processing Facility. [***]


3. Cryogenic Processing Fee: $[***] per Mcf of Producer’s Processable Gas delivered to a Cryogenic Processing Facility. [***]


[***]


FL&U:  
1. FL&U at Central Conditioning Facilities: Producer will be allocated its proportionate share of actual FL&U but not to exceed [***]% of Producer’s Non-Processable Gas in MMBtu (the “Non-Processable Gas FL&U Cap”). 
a)Fuel for electric power that Processor purchases shall be determined each Month by the following equation: GEE (CCF) = (MEUCC x EPRCC)/GPCC 
Where: 
GEE (CCF) = Gas Electric Equivalent at the Central Conditioning Facilities, which means an amount of MMBtus that may be included as the electric power component of FL&U.
MEUCC = Measured Electrical Use, means Producer’s pro rata share of electricity usage expressed in kilowatt-hours, used in lieu of gas-driven equipment, limited only to motors used for compression.
EPRCC = The electric power rate actually paid by Processor for electricity at Central Conditioning Facilities, in $/kWh. 


Exhibit C – Page 1






CONFIDENTIAL TREATMENT REQUESTED



GPCC = Gas Price, means the greatest of (i) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for West Texas “Waha”, (ii) 98.7% of Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for HSC less $0.46 per MMBtu, or (iii) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for El Paso Permian.
Electric power that Processor generates shall not be considered in the calculation of FL&U. 
		
	b)
	FL&U for Gas shall be determined each Month by the following equation:


GF (CCF) = X-Y
Where:
GF (CCF) = Gas FL&U at the Central Conditioning Facilities, which means an amount of MMBtus retained as fuel and/or system loss by Processor 
X = Producer’s Non-Processable Gas in MMBtu delivered to applicable Receipt Points less buyback gas redelivered to Producer upstream of the Delivery Points
Y = Producer’s Non-Processable Gas in MMBtu redelivered to the discharge of the Central Conditioning Facilities
In the event that the sum of (i) GEE (CCF) and (ii) GF (CCF) exceeds the Non-Processable Gas FL&U Cap, then the FL&U at Central Conditioning Facilities will be reduced to the Non-Processable Gas FL&U Cap. 
2. FL&U at Central Processing Facilities and Cryogenic Processing Facilities: Producer will be allocated its proportionate share of actual FL&U but not to exceed [***]% of Producer’s Processable Gas in MMBtu (the “Processable Gas FL&U Cap”); provided that during periods when a Cryogenic Processing Facility is Operational, the Processable Gas FL&U Cap shall be [***]% of Producer’s Processable Gas in MMBtu. 
		
	a)
	Fuel for electric power that Processor purchases shall be determined each Month by the following equation:


GEE (PF) = (MEUPF  x EPRPF) /GPPF 
Where: 
GEE (PF) = Gas Electric Equivalent at the Central Processing Facilities and Cryos, which means an amount of MMBtus that is included as the electric power component of FL&U 
MEUPF = Measured Electrical Use, means Producer’s pro rata share of electricity usage expressed in kilowatt-hours, used in lieu of gas-driven equipment, limited 


Exhibit C – Page 2






CONFIDENTIAL TREATMENT REQUESTED



only to motors used for field compression, Cryo and Central Processing Facilities recompression, and Cryo refrigeration recompression.  
EPRPF = The electric power rate actually paid by Processor for electricity at Cryos and Central Processing Facilities, in $/kWh. 
GPPF = Gas Price, means the greatest of (i) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for West Texas “Waha”, (ii) 98.7% of Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for HSC less $0.46 per MMBtu, or (iii) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for El Paso Permian. (iii).
Electric power that Processor generates shall not be considered in the calculation of FL&U.
		
	b)
	FL&U for Gas shall be determined each Month by the following equation:


GF (PF) = CI - RG - S
Where:
GF (PF) = Gas FL&U means an amount of MMBtus retained as fuel and/or system loss by Processor 
CI = All Producer’s Processable Gas in MMBtu delivered to applicable Receipt Points less buyback gas redelivered to Producer upstream of the Delivery Points
RG = Producer’s Residue Gas at the Cryos and Central Processing Facilities, in MMBtu
S = Producer’s Cryo and Central Processing Facilities Shrinkage as defined in Exhibit F, Paragraph 5 
In the event that the sum of (i) GEE (PF) and (ii) GF (PF) exceeds the Processable Gas FL&U Cap, then the FL&U at the Central Processing Facilities and Cryos will be reduced to the Processable Gas FL&U Cap.




    
    


Exhibit C – Page 3







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT D-1
to
Gas Processing Agreement dated July, 1 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


GAS QUALITY SPECIFICATIONS  
(Central Processing Facility and Cryogenic Processing Facility)




		
	1.
	The Gas shall be free of objectionable liquids and solids and other impurities, including, but not limited to, methanol, and shall be commercially free from dust, gum, gum-forming constituents, free water, and other liquids and solids.


		
	2.
	The Gas shall have zero (0) parts per million of oxygen.


		
	3.
	The Gas shall not contain more than four (4) parts per million by volume of hydrogen sulfide. [***]


		
	4.
	The Gas shall not have a carbon dioxide content in excess of two (2) percent by volume. [***]


		
	5.
	The Gas shall not have nitrogen content in excess of two (2) percent by volume.


		
	6.
	The Gas shall be received at a temperature not in excess of one hundred twenty (120) degrees Fahrenheit and not less than thirty-five (35) degrees Fahrenheit.


[***]


Exhibit D – Page 1






CONFIDENTIAL TREATMENT REQUESTED





EXHIBIT D-2
to
Gas Processing Agreement dated July 1, 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


GAS QUALITY SPECIFICATIONS  
(Central Conditioning Facility)




		
	1.
	The Gas shall be free of objectionable liquids and solids and other impurities, including, but not limited to, methanol, and shall be commercially free from dust, gum, gum-forming constituents, free water, and other liquids and solids.


		
	2.
	The Gas shall have zero (0) parts per million of oxygen.


		
	3.
	The Gas shall not contain more than fifty (50) parts per million by volume of hydrogen sulfide.


		
	4.
	The Gas shall not have a carbon dioxide content in excess of four (4) percent by volume.


		
	5.
	The Gas shall not have nitrogen content in excess of two (2) percent by volume.


		
	6.
	The Gas shall be received at a temperature not in excess of one hundred twenty (120) degrees Fahrenheit and not less than thirty-five (35) degrees Fahrenheit.




Exhibit D – Page 2







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT E
to
Gas Processing Agreement dated July, 1 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


TAKE IN-KIND TERMS


For any Calendar Year during which Producer elects under Section 2.5 of the Agreement to take its Residue Gas and/or Plant Products in-kind, the following terms shall apply:
I. Nominations. Processor and Producer agree that scheduling and commencement of service shall be consistent with the downstream receiving pipeline or transporter nomination requirements.  Whenever Producer’s Residue Gas is to be scheduled or nominated hereunder, each Party shall provide to the other Party all information required for such nominations and confirmations with upstream and downstream pipelines or transporters.  Producer may but shall not be required to provide Processor with Plant Product nominations.
(a)Delivery Point Nominations.  Producer shall not be required to provide Processor with nominations of the Producer’s Gas at the Delivery Point(s), however, Producer shall provide volume forecast information pursuant to Section 2.1(b) of the Agreement, for Processor’s general capacity planning purposes by Delivery Point.
(b)Operational Information.  Processor shall use reasonable efforts to provide daily information related to Delivery Point volume, Plant Product composition, and historical volume information in order to assist with Producer’s nominations below.  Processor shall use reasonable efforts to make nomination changes as necessary, based on the information provided by Producer, at the Redelivery Points to minimize imbalances.
(c)Redelivery Point Nominations.
i.Producer shall make all necessary arrangements with pipelines or other third parties downstream of the Residue Gas Redelivery Points in order to help manage Processor’s delivery of Producer’s Residue Gas.  Those arrangements must be coordinated with Processor, and Processor shall coordinate such arrangements with Producer and such downstream pipelines or other third parties.
ii.Residue Gas.  No later than 12:00 PM on the fifth (5th) Business Day prior to the beginning of each Month, but no later than one (1) Business Day prior to the nomination deadline each Month for the applicable downstream pipeline(s) receiving Residue Gas at the Residue Gas Redelivery Points, Processor shall notify Producer of the estimated quantity of Producer’s Residue Gas per Day for each Residue Gas Redelivery Point, provided that nominations at the Residue Gas 


Exhibit E – Page 1






CONFIDENTIAL TREATMENT REQUESTED



Redelivery Points are subject to confirmation by the downstream pipeline.  By 7:00 AM on the day prior to gas flow, Processor shall notify Producer of the estimated quantity of Producer’s Residue Gas available for next day’s flow for each Residue Gas Redelivery Point.  By 10:30 AM on the day prior to gas flow, Producer shall provide a nomination form to Processor, indicating downstream pipeline contract number, downstream delivery point and counterparty.  If Producer does not provide a nomination form to Processor, the prior nomination shall remain in effect until such time as when Producer provides notice to Processor to revise the prior nomination.  Processor will use reasonable efforts to confirm any nomination change requested by Producer after the nomination deadline.  Processor reserves the right, from time to time, to revise its nomination procedures, subject to Producer’s consent which shall not be unreasonably withheld.  
iii.Producer will make all necessary arrangements with pipelines or other third parties downstream of the Plant Products Redelivery Points in order to facilitate Processor’s delivery of Plant Products.  No later than one (1) Business Day prior to the nomination deadline each Month for the applicable downstream pipeline(s) receiving Plant Products, Producer will notify Processor of the estimated quantity of Plant Products per Day, provided that nominations at each Redelivery Point are subject to confirmation by the downstream pipeline.  At any time, Producer may adjust its nomination prospectively for the remainder of such Month by providing Processor notice prior to the nomination deadline of the applicable downstream pipeline.
(d)Processor and Producer shall immediately inform each other of any discovered unanticipated changes in deliveries at either the Delivery Point(s) or Redelivery Point(s).  Nominations may be made by telephone, but shall be confirmed in writing by e-mail, facsimile, or other electronic means to Processor’s Gas Control Department.
II.Balancing.  Subject to the provisions of the Agreement, Processor shall accept at the Delivery Point a Daily quantity of Producer’s Gas at the Delivery Points and redeliver Producer’s Residue Gas and Producer’s Plant Products allocated to such Producer’s Gas at the Residue Gas Redelivery Points and Plant Products Redelivery Point, respectively.  All quantities received in accordance with the Agreement at the Delivery Points and all deliveries of Producer’s Residue Gas in accordance with this Agreement at the Residue Gas Redelivery Point shall be balanced on a Btu basis, and all such quantities referred to in the Agreement shall be adjusted for the Gross Heating Value thereof.  Processor shall provide Producer reasonable flexibility in adjusting nominations provided however, that providing Producer such flexibility in adjusting nominations shall be subject to Processor not incurring financial harm or loss as a result of Producer’s actions.  Processor shall use its best efforts to enter into, and maintain in good standing, operational balancing agreements with the downstream receiving pipelines at each of the Residue Gas Redelivery Points and Plant Products Redelivery Points.  Processor shall not impose balancing guidelines on Producer that are more stringent than those imposed on Processor under the operational balancing agreements with the applicable downstream receiving pipeline.  When operational balancing agreements are effective between Processor and an applicable downstream pipeline (and the applicable downstream pipeline keeps 


Exhibit E – Page 2






CONFIDENTIAL TREATMENT REQUESTED



Producer whole on its nominations each Month) and an imbalance is caused solely by Producer and Processor incurs a cash out, penalty, or settlement due to said imbalance, then Producer shall reimburse Processor for such cash out, penalty or settlement incurred by Processor pursuant to the terms of the applicable operational balancing agreement, to the extent such cash out, penalty, or settlement is caused by Producer.  Processor shall provide an invoice to Producer for same, along with reasonable documentation evidencing same, and Producer shall reimburse Processor for same in accordance with the payment terms set forth in Article X of the Agreement.
III.Imbalances. Because of dispatching and other causes outside of Processor’s reasonable control, imbalances may occur between the total heating value of the Residue Gas delivered to downstream pipelines at the Residue Gas Redelivery Points for Producer’s account and the allocated quantity of Residue Gas attributable to Producer’s Gas.  Similarly, imbalances may occur between the allocated volumes of Producer’s Plant Products that are delivered to downstream pipelines at the Plant Products Redelivery Points for Producer’s account and the allocated Plant Products attributable to Producer’s Gas. 
(a) Residue Gas Redelivery Point. For imbalance events at Residue Gas Redelivery Points where Processor does not have an operational balancing agreement in place, the Parties agree to settle imbalances through a monthly cash out.  The monthly cash out price shall be the simple average of (i) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for El Paso Permian and (ii) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for West Texas “Waha”.  
(b) Plant Products Redelivery Points.  For imbalance events at Plant Products Redelivery Points where Processor does not have an operational balancing agreement in place, the Parties agree to settle imbalances through a monthly cash out.  The monthly cash out price shall be based on Producer’s weighted average sales price for that month.  
IV.Curtailment.  Processor shall use reasonable efforts to provide timely notification to Producer by telephone, with subsequent e-mail notification, of the potential size and duration of any unscheduled capacity disruption. If Producer does not adjust its nomination within two hours after receiving notification from Processor, then Processor may adjust Producer’s nomination and/or not confirm the nominations requested by Producer in the next nomination cycle. If Producer does not adjust its nomination as reasonably requested by Processor, and such failure to adjust nominations could materially impact operations at the Processor’s Facilities, Processor may curtail or shut in Gas for a reasonable period of time.






Exhibit E – Page 3







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT F
to
Gas Processing Agreement dated July, 1 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


ALLOCATION METHODOLGIES
(Central Processing Facility and Cryogenic Processing Facility)


1.Plant Products Allocable to Producer.  The quantity of each Plant Product component allocable to Producer’s Processable Gas that was delivered to the Central Processing Facilities and the Cryogenic Processing Facilities shall be determined by multiplying the total quantity of each Plant Product component recovered at all Central Processing Facilities and Cryogenic Processing Facilities (including any condensate recovered from Producer’s Gas) by a fraction.  The numerator shall be the theoretical gallons of that Plant Product component contained in Producer’s Gas at the low pressure Receipt Point less any buyback volumes redelivered to Producer upstream of the Delivery Point, measured pursuant to Section 5.10, and the denominator shall be the total theoretical gallons of that component contained in all Gas at all receipt points where Gas was first gathered and delivered to Processor and processed at the Central Processing Facilities and Cryogenic Processing Facilities. 
2.Residue Gas Allocable to Producer.  The MMBtus of Residue Gas allocable to Producer’s Processable Gas that was delivered to the Central Processing Facilities and the Cryogenic Processing Facilities shall be determined by multiplying the total MMBtus of Residue Gas measured at all Central Processing Facilities and Cryogenic Processing Facilities by a fraction; provided that in the event that Producer’s proportionate share of actual FL&U at the Central Processing Facilities and Cryos, as calculated pursuant to Exhibit C, FL&U Paragraph 2, exceeds the Processable Gas FL&U Cap, the total MMBtus of Residue Gas measured at all Central Processing Facilities and Cryogenic Processing Facilities shall be increased by an amount sufficient to acknowledge the Processable Gas FL&U Cap.  The numerator of such fraction shall be Producer’s Theoretical Residue Gas, as defined below, and the denominator shall be the total theoretical MMBtus of Residue Gas contained in all Gas at all receipt points where Gas was first gathered and delivered to Processor and processed at all Central Processing Facilities and Cryogenic Processing Facilities.  Producer’s Theoretical Residue Gas shall be determined by the following equation:
PTRG = A - S 
where:


PTRG = Producer’s Theoretical Residue Gas in MMBtus


Exhibit F – Page 1






CONFIDENTIAL TREATMENT REQUESTED





A = The aggregate volume of Producer’s Processable Gas measured at all low pressure Receipt Points less buyback gas redelivered to Producer upstream of the Delivery Point in MMBtu


S = Producer’s allocated share of Shrinkage as defined in Exhibit F, Paragraph 5 




3.Central Processing Facilities Inlet Volume (“Producer’s CPF Volumes”).  The aggregate volume of Producer’s Processable Gas delivered to all Central Processing Facility inlets shall be determined by the following equation:
CPFV = A – CI 
where:
CPFV = Producer’s CPF Volumes 
A = The aggregate volume of Producer’s Processable Gas measured at all low pressure Receipt Points less buyback gas redelivered to Producer upstream of the Delivery Point in Mcf
CI = Producer’s Cryo Volumes, as defined in Exhibit F, Paragraph 4


4.Cryogenic Processing Facilities Inlet Volume (“Producer’s Cryo Volumes”). The aggregate volume in Mcf of Producer’s Gas delivered to all Cryo inlets shall be determined by the following equation: 


CI =  ((CD+CC) /CE) x A
where:


CI = Producer’s Cryo Volumes


CD = The aggregate volume of Processable Gas in Mcf metered at  all high pressure Receipt Points entering the high pressure gathering pipeline




Exhibit F – Page 2






CONFIDENTIAL TREATMENT REQUESTED



CC = The total compressor condensate volumes (converted to Mcf) metered at the discharge of the compressor prior to entering the high pressure gathering pipeline


CE = The aggregate volume of Processable Gas in Mcf metered at all low pressure Receipt Points entering the low pressure gathering pipeline
A = The aggregate volume of Producer’s Processable Gas measured at all low pressure Receipt Points less buyback gas redelivered to Producer upstream of the Delivery Point in Mcf




5.Central Processing Facilities and Cryogenic Processing Facilities Shrinkage (“Shrinkage”).  Producer’s share of shrinkage at the Central Processing Facilities and the Cryos will be determined by converting each individual component of Producer’s Plant Products, extracted and allocated to Producer at the aggregate of all the Central Processing Facilities and all the Cryos, to its respective heating value (as measured in MMBtu) by using the conversion factors published in the Gas Processor’s Association GPA Publication 2145-16, or any subsequent revision thereof in effect at the time such calculation is performed, and adjusted to a pressure base of 14.65 psia and a temperature of 60° Fahrenheit. 


6.Allocations of Plant Products and Residue Gas hereunder shall be based on the aggregate recoveries within all Central Processing Facilities and Cryogenic Processing Facilities and not based on each individual Central Processing Facility or Cryogenic Processing Facility.








Exhibit F – Page 3







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT G
to
Gas Processing Agreement dated July, 1 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


FORM OF MEMORANDUM OF AGREEMENT


State of Texas     §
§
County of [____]    §


MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into this __ day of ______________, 20__ (the “Effective Date”) between Alpine High Processing LP, a Delaware limited partnership (“Processor”) and Apache Corporation, a Delaware corporation (“Producer”). 
RECITALS
WHEREAS, Processor and Producer have entered into a certain Gas Processing Agreement dated July 1, 2018 (the “Agreement”), pursuant to which Producer dedicated Gas produced from the Dedicated Area for processing by Processor; and 
WHEREAS, the Parties wish to file this Memorandum of Agreement to put third parties on notice as to the existence of the Agreement.
		
	1.
	Dedication.




Producer’s interests in the acreage and/or well(s) set forth on Exhibit A hereto (“Dedicated Area”) are dedicated to Processor for processing.  The Agreement is for an initial term ending on March 31, 2032, but subject to extension, renewal, and/or termination as more particularly provided therein.


		
	2.
	Incorporation of Agreement and Effect of Memorandum.




The sole purpose of this Memorandum of Agreement is to give notice to third parties of the existence of the Agreement and the rights of Processor in and to Producer’s Gas from the Dedicated Area.  This Memorandum shall not modify in any manner any of the terms and conditions of the Agreement, and nothing in this Memorandum is intended to and shall not be used to interpret the Agreement.  The provisions of the Agreement are hereby incorporated into this Memorandum of Agreement as if set out fully herein.  In the event of any irreconcilable conflict between the terms of this Memorandum and the terms of the Agreement, the terms of the Agreement shall govern and control for all purposes.


		
	3.
	Defined Terms.




Exhibit G – Page 1






CONFIDENTIAL TREATMENT REQUESTED



All capitalized terms not defined herein shall have the same meaning assigned such terms in the Agreement.


IN WITNESS WHEREOF, this Memorandum of Agreement is executed by Processor and Producer as of the date of acknowledgement of their signatures, but is effective for all purposes as of the Effective Date stated above.




PROCESSOR
ALPINE HIGH PROCESSING LP
By:    Alpine High Subsidiary GP LLC, its general partner
By:    
Name:    
Title:    




PRODUCER
APACHE CORPORATION
By: ________________________________
Name: ______________________________
Title: _______________________________


Exhibit G – Page 2






CONFIDENTIAL TREATMENT REQUESTED





STATE OF TEXAS                §
§
COUNTY OF [___________]            §


This instrument was acknowledged before me this       day of        , 20__ by [___________], the [__________] of Alpine High Subsidiary GP LLC, the general partner of Alpine High Processing LP, on behalf of such entity.
In witness whereof I hereunto set my hand and official seal.




NOTARIAL SEAL:                __________________________________________
Notary Public in and for the
State of Texas
     My Commission Expires:              
     Commission No.: 










STATE OF TEXAS                         §
                                                 §
COUNTY OF [___________]                             §


This instrument was acknowledged before me this       day of        , 20__ by [___________], the [__________] of Apache Corporation on behalf of such entity.


In witness whereof I hereunto set my hand and official seal.




NOTARIAL SEAL:                __________________________________________
Notary Public in and for the
State of Texas
     My Commission Expires:              
     Commission No.: 












Exhibit G – Page 3






CONFIDENTIAL TREATMENT REQUESTED





EXHIBIT A
TO
MEMORANDUM OF AGREEMENT


DEPICTION OF DEDICATED AREA
















Exhibit G – Page 4







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT H
to
Gas Processing Agreement dated July, 1 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


FORM OF MEMORANDUM OF RELEASE


State of Texas     §
§
County of [____]    §


MEMORANDUM OF RELEASE
This Memorandum of Release is entered into this __ day of ______________, 20__ (the “Effective Date”) between Alpine High Processing LP, a Delaware limited partnership (“Processor”) and Apache Corporation, a Delaware corporation (“Producer”). 
RECITALS
WHEREAS, Processor and Producer have previously entered into a certain Gas Processing Agreement dated July 1, 2018 (the “Agreement”), pursuant to which Producer dedicated Gas produced from the Dedicated Area for processing by Processor; and 
WHEREAS, a Memorandum of Agreement dated [___], 2018 was executed by Processor and Producer to give notice to third parties of the existence of the Agreement and the respective rights and obligations of Processor and Producer with respect thereto and with respect to the dedication as set forth therein; and 
WHEREAS, such Memorandum of Agreement was filed of record in Book ____, Page_____ of the real property records of [___] County, Texas; and
WHEREAS, the Parties wish to file this Memorandum of Release to put third parties on notice as to the release of certain Interests from the dedication.
		
	1.
	Release from Dedication.




The following Interests in the following acreage and/or well(s) (“Released Interests”) are hereby released from the dedication, as further set forth on Exhibit A hereto:


[Description of Released Interests]


		
	2.
	Incorporation of Agreement and Effect of Memorandum.


  
The sole purpose of this Memorandum of Release is to give notice to third parties of the existence of the Agreement, the rights of Processor in and to Producer’s Gas from the Dedicated Area, and the release of the Released Interests from the dedication.  This Memorandum shall not 


Exhibit H – Page 1






CONFIDENTIAL TREATMENT REQUESTED



modify in any manner any of the terms and conditions of the Agreement, and nothing in this Memorandum is intended to and shall not be used to interpret the Agreement.  The provisions of the Agreement are hereby incorporated into this Memorandum of Release as if set out fully herein.  In the event of any irreconcilable conflict between the terms of this Memorandum and the terms of the Agreement, the terms of the Agreement shall govern and control for all purposes.


		
	3.
	Defined Terms.


      All capitalized terms not defined herein shall have the same meaning assigned such terms in the Agreement.


IN WITNESS WHEREOF, this Memorandum of Release is executed by Processor and Producer as of the date of acknowledgement of their signatures, but is effective for all purposes as of the Effective Date stated above.




PROCESSOR
ALPINE HIGH PROCESSING LP
By:    Alpine High Subsidiary GP LLC
By:    
Name:    
Title:    




PRODUCER
APACHE CORPORATION
By: ________________________________
Name: ______________________________
Title: _______________________________


Exhibit H – Page 2






CONFIDENTIAL TREATMENT REQUESTED





STATE OF TEXAS                §
§
COUNTY OF [___________]            §


This instrument was acknowledged before me this       day of        , 20__ by [___________], the [__________] of Alpine High Subsidiary GP LLC, the general partner of Alpine High Processing LP, on behalf of such entity.
In witness whereof I hereunto set my hand and official seal.




NOTARIAL SEAL:                __________________________________________
Notary Public in and for the
State of Texas
     My Commission Expires:              
     Commission No.: 














STATE OF TEXAS                         §
                                                 §
COUNTY OF [___________]                             §


This instrument was acknowledged before me this       day of        , 20__ by [___________], the [__________] of Apache Corporation on behalf of such entity.


In witness whereof I hereunto set my hand and official seal.




NOTARIAL SEAL:                __________________________________________
Notary Public in and for the
State of Texas
     My Commission Expires:              
     Commission No.: 












Exhibit H – Page 3






CONFIDENTIAL TREATMENT REQUESTED







Exhibit H – Page 4






CONFIDENTIAL TREATMENT REQUESTED





EXHIBIT A
TO
MEMORANDUM OF RELEASE


DEPICTION OF RELEASED INTERESTS












Exhibit H – Page 5







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT I
to
Gas Processing Agreement dated July, 1 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


FORM OF TRANSFEREE AGREEMENT


[attached]




Exhibit I – Page 1







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT J
to
Gas Processing Agreement dated July, 1 2018 between
Alpine High Processing LP (“Processor”) and
Apache Corporation (“Producer”)


FORM OF JOINDER AGREEMENT


JOINDER AGREEMENT
This Joinder Agreement is entered into this __ day of ______________, 20__ (the “Effective Date”) between Alpine High Processing LP, a Delaware limited partnership (“Processor”) and ____________________, a _____________ ______ (“Producer”). 
WHEREAS, Processor and Apache Corporation have entered into a certain Gas Processing Agreement dated July 1, 2018, as such agreement may be amended, modified or supplemented from time to time (the “Agreement”), pursuant to which Producer dedicated gas produced from a certain geographic area as defined in the Agreement (the “Dedicated Area”) for processing by Processor;
WHEREAS, Processor and Producer agree that all capitalized terms used in this Joinder Agreement and not defined herein shall have the meanings set forth in the Agreement;
WHEREAS, Producer, an affiliate of Apache Corporation, has acquired certain oil and gas interests, which are described in greater detail on Exhibit A hereto, within the Dedicated Area (the “Affiliate Interests”); and
WHEREAS, in accordance with Section 2.11 of the Agreement, Producer is entering into this Joinder Agreement in order that the Affiliate Interests will become subject to the terms of the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Processor and Producer hereby agree as follows:
Producer hereby absolutely, unconditionally and irrevocably agrees to be bound by the terms and provisions of the Agreement, including, for the avoidance of doubt, Section 2.1(a) (Dedication) and Section 2.1(b) (Covenant Running with the Land), with the same force and effect as if it were originally a party thereto, and to assume all of its rights and obligations under the Agreement, including to perform, satisfy and timely discharge all of its obligations, duties and covenants that are required to be performed, satisfied or discharged after the Effective Date in accordance with the terms thereof.  
Producer acknowledges that it has been provided and has reviewed a full and complete copy of the Agreement.
This Joinder Agreement shall be governed by, construed, and enforced in accordance with the Laws of the State of Texas, without regard to any choice of law principles that would require the application of the Laws of any other jurisdiction.


Exhibit J – Page 1






CONFIDENTIAL TREATMENT REQUESTED



This Joinder 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. A signature delivered by facsimile or other electronic transmission of a .pdf (including e-mail) will be considered an original signature.
IN WITNESS WHEREOF, this Joinder Agreement is executed by Processor and Producer as of the date of their signatures, but is effective for all purposes as of the Effective Date stated above.




PROCESSOR
ALPINE HIGH PROCESSING LP
By:    Alpine High Subsidiary GP LLC
By:    
Name:    
Title:    




PRODUCER
[_______________________]
By: ________________________________
Name: ______________________________
Title: _______________________________


Exhibit J – Page 2










CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS AGREEMENT. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED INFORMATION, WHICH HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION IS MARKED WITH “[***]”.






EXHIBIT I








GAS PROCESSING AGREEMENT
by and between
[_________________]
and
ALPINE HIGH PROCESSING LP
dated
[_________________]




Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)







CONFIDENTIAL TREATMENT REQUESTED



GAS PROCESSING AGREEMENT


	
					
	ARTICLE I
	DEFINITIONS
	 
	1
	


	ARTICLE II
	DEDICATION AND SERVICES
	 
	7
	


	ARTICLE III
	DELIVERY POINTS AND PRESSURE
	 
	15
	


	ARTICLE IV
	GAS QUALITY
	 
	16
	


	ARTICLE V
	MEASUREMENT
	 
	17
	


	ARTICLE VI
	FEES, FUEL, AND CONSIDERATION
	 
	21
	


	ARTICLE VII
	PRICE AND ALLOCATIONS
	 
	22
	


	ARTICLE VIII
	RESIDUE GAS REDELIVERY PROCEDURES
	 
	23
	


	ARTICLE IX
	PLANT PRODUCTS REDELIVERY PROCEDURES
	 
	24
	


	ARTICLE X
	PAYMENTS
	 
	25
	


	ARTICLE XI
	AUDIT RIGHTS
	 
	26
	


	ARTICLE XII
	FORCE MAJEURE
	 
	26
	


	ARTICLE XIII
	INDEMNIFICATION
	 
	27
	


	ARTICLE XIV
	TITLE
	 
	29
	


	ARTICLE XV
	ROYALTY AND TAXES
	 
	30
	


	ARTICLE XVI
	NOTICE AND PAYMENT INSTRUCTIONS
	 
	31
	


	ARTICLE XVII
	DISPUTE RESOLUTION
	 
	32
	


	ARTICLE XVIII
	TERM
	 
	33
	


	ARTICLE XIX
	MISCELLANEOUS
	 
	33
	







EXHIBITS:
Exhibit A    -    Dedicated Area
Exhibit B    -    Delivery Points and Redelivery Points
Exhibit C    -    Fees and FL&U
Exhibit D    -    Gas Quality Specifications
Exhibit E    -     Take In-Kind Terms
Exhibit F    -     Allocation Methodologies
Exhibit G     -    Form of Memorandum of Agreement
Exhibit H    -    Form of Memorandum of Release






Gas Processing Agreement dated [______________]
Between Alpine High Processing LLC (Processor) and [_____________] (Producer)





CONFIDENTIAL TREATMENT REQUESTED



GAS PROCESSING AGREEMENT


This Gas Processing Agreement (this “Agreement”) is made and entered into to be effective [_________________] (“Effective Date”), by and between Alpine High Processing LP, a Delaware limited partnership (“Processor”), and [_________________], a [_________________] (“Producer”).  Processor and Producer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”  
Background:
Producer owns or controls volumes of Gas produced from certain oil and gas leases located in Reeves, Pecos, Jeff Davis, and Culberson Counties, Texas, and Processor owns and operates natural gas and natural gas liquids processing facilities located in Reeves County, Texas.  The Parties desire for Processor to process certain volumes of Producer’s Gas at the Processor’s Facilities on the terms and conditions set forth in this Agreement.
Agreement:
In consideration of the premises and of the mutual covenants in this Agreement, together with other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, Processor and Producer agree as follows:
ARTICLE I 
 
DEFINITIONS
Unless another definition is expressly stated or the context requires otherwise, the following terms, when used in this Agreement and all exhibits and attachments to this Agreement, have the following meanings:
(a)“2-Year Forecast” shall have the meaning set forth in Section 2.1.
(b)“Adequate Assurance of Performance” shall have the meaning set forth in Section 19.19. 
(c)“Affiliate” means any person that directly or indirectly controls, is controlled by, or is under common control with another person through one more intermediaries or otherwise.  The term “control” means having the power, directly or indirectly, to direct or cause the direction of the management and policies of a person, whether through ownership, by contract, or otherwise.  A person is deemed to be an Affiliate of another specified person if such person owns 50% or more of the voting securities of the specified person, or if the specified person owns 50% or more of the 


Page 1


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



voting securities of such person, or if 50% or more of the voting securities of the specified person and such person are under common control.  
(d) “Audit” shall have the meaning set forth in Article XI.
(e)“Btu” means a “British Thermal Unit,” which is the amount of heat required to raise the temperature of one pound of water from 59 degrees Fahrenheit to 60 degrees Fahrenheit at a constant pressure of 14.65 psia.
(f)“Business Day” means any calendar day, other than a Saturday or Sunday, on which commercial banks in Houston, Texas are open for business.
(g)“Calendar Year” means the period from January 1st through December 31st of the same calendar year. 
(h)“Central Conditioning Facility” means a facility used for dehydration, compression, treating, or any combination of the foregoing for Non-Processable Gas. 
(i)“Central Processing Facility” means a refrigeration processing plant used for processing and for dehydration, compression, treating, or any combination of the foregoing.
(j)“Central Time” means Central Standard Time, as adjusted semi-annually for daylight savings time.
(k)“Claim” means any lawsuit, claim, proceeding, investigation, or other similar action.
(l)“Consequential Damages” shall have the meaning set forth in Section 19.9.
(m)“Cryogenic Processing Facility” or “Cryo” means a cryogenic processing plant used for processing and for dehydration, compression, treating or any combination of the foregoing.  Each Cryo shall have a minimum design capacity of 200 MMcf per day.
(n)“Cubic Foot” means a volume of Gas occupying a space of one cubic foot at a temperature of 60 degrees Fahrenheit and at a pressure of 14.65 psia.
(o)“Day” means the 24-hour period beginning at 9:00 a.m., Central Time, on a calendar day and ending at 9:00 a.m., Central Time, on the following calendar day (as Central Time is adjusted each calendar year for daylight savings time). 
(p)“Dedicated Area” means the lands located in [Reeves, Pecos, Jeff Davis, and Culberson Counties], Texas, more particularly described in Exhibit A. [Insert all applicable counties in which any of the properties listed on Exhibit A are located.]


Page 2


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



(q)“Delivery Point” or “Delivery Points” shall have the meaning set forth in Section 3.1.
(r) “Fees” shall mean, collectively, the Central Conditioning Fee, the Central Processing Fee, and the Cryogenic Processing Fee.
(s)“Firm” means Processor’s obligation to receive and process Producer’s Gas, and Producer’s right to deliver and have its Gas processed, shall not be subject to interruption, except as absolutely necessary as a result of Force Majeure or, after reasonable prior notice, during periods of Processor’s Facilities maintenance or repair, and in the event of any such interruption or in the event of excess Gas deliveries to the Processor’s Facilities (from Producer or a third party) over and above Plant Capacity, Producer’s Gas shall have first priority rights and shall be the last curtailed, unless Producer otherwise provides consent.  
(t)“FL&U” means fuel and lost and unaccounted for Gas and fuel for Gas-Electric Equivalent that is deducted and retained as fuel and/or system loss by Processor, which is used in and/or occurs in the operation of Processor’s Facilities.
(u)“Force Majeure” shall have the meaning set forth in Section 12.2.
(v)“Gas” means any mixture of hydrocarbon gases or of hydrocarbon gases and non‐combustible gases in a gaseous state.
(w)“Gas Electric Equivalent” shall have the meaning set forth in Exhibit C.
(x)“Gas Price” shall have the meaning set forth in Exhibit C. 
(y)“Governmental Authority”  Any federal, state, municipal, local or similar governmental authority, regulatory or administrative agency or court with jurisdiction over the Parties or either Party, this Agreement, any of the transactions contemplated hereby, or Processor’s Facilities or any other facilities utilized by a Party for the performance of this Agreement.
(z)“Gross Heating Value” means the amount of energy transferred as heat per mass or mole from the complete, ideal combustion of the Gas with oxygen (from air), at a base temperature in which all water formed by the reaction condenses to liquid.  If the gross heating value has a volumetric rather than a mass or molar basis, the standard conditions are deemed 14.65 psia and 60 degrees Fahrenheit.
(aa)“Ideal Gas Laws” means the thermodynamic laws applying to perfect gases.


Page 3


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



(ab)“Inert Constituents” means constituents other than Plant Products contained in Gas, including oxygen, carbon dioxide, nitrogen, hydrogen sulfide, water vapor, ozone, nitrous oxide, and mercury.
(ac)“Interests” means any right, title, or interest in lands which gives Producer the right to produce and market oil and/or Gas therefrom, whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, farmout, or other contractual arrangement or arising from any pooling, unitization, or communitization of any of the foregoing rights  within the Dedicated Area, and any and all replacements, renewals, and extensions or amendments of any of the same.  
(ad)“Law” or “Laws”  Any of the following:  laws, rules, regulations, decrees, judgments or orders of, or licenses or permits issued by, any Governmental Authority, including, without limitation, any U.S. Bureau of Land Management requirement that is applicable to any federal lease included in the Dedicated Area.  
(ae)“Loss” means any loss, cost, expense, liability, damage, sanction, judgment, lien, fine, or penalty, including reasonable attorney’s fees, incurred, suffered or paid by the applicable indemnified Persons on account of: (i) 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 agreed to indemnify the applicable indemnified Persons, or (ii) the breach of any covenant or agreement made or to be performed by the indemnifying Party pursuant to this Agreement.
(af)“Material Measurement Error” shall have the meaning set forth in Section 5.4.
(ag)“Mcf” means one thousand Cubic Feet.
(ah)“MMBtu” means one million Btu.
(ai)“Month” means the period beginning at 9:00 a.m., Central Time, on the first Day of a calendar month and ending at 9:00 a.m., Central Time, on the first Day of the succeeding calendar month.
(aj)“Monthly Statement” shall have the meaning set forth in Section 10.1.
(ak)“Non-Conforming Plant Products” shall have the meaning set forth in Section 9.3.
(al)“Non-Conforming Residue Gas” shall have the meaning set forth in Section 8.3.
(am)“Non-Op Gas” shall have the meaning set forth in Section 2.1.


Page 4


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



(an)“Non-Processable Gas” means Producer’s Gas that Producer elects to have delivered to a Central Conditioning Facility.
(ao)“Off-Spec Gas” shall have the meaning set forth in Section 4.2.
(ap)“Operational” means in-service and ready to accept deliveries of Producer’s Gas under this Agreement.
(aq)“Person”  An individual, a corporation, a partnership, a limited partnership, a limited liability company, an association, a joint venture, a trust, an unincorporated organization, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
(ar)“Processor’s Facilities” means any or all of the compressor stations, Central Conditioning Facilities, Central Processing Facilities, and Cryogenic Processing Facilities owned by Processor, capable of receiving Producer’s Gas for dehydration, compression, treating, and/or removal of Plant Products from time to time, and located in Reeves, Pecos, Jeff Davis, and Culberson Counties, Texas.  
(as)“Plant Capacity” shall have the meaning set forth in Section 2.4.
(at)“Plant Products” means the mixture consisting primarily of ethane, propane, isobutane, normal butane, and natural gasoline (and any incidental methane) that are extracted at the Processor’s Facilities and all other condensate in Producer’s Gas delivered to the Delivery Points or otherwise recovered at the Processor’s Facilities.
(au)“Plant Products Price” means, for each component Plant Product, a price per gallon equal to 100% of the Monthly average of Processor’s actual sales price for such component product sold from the Processor’s Facilities.  It is understood that the Plant Products Price shall be net of actual, third–party, commercially reasonable fees paid or incurred by Processor for the transportation and fractionation directly related to Producer’s Plant Products but shall not in any circumstance include any (i) marketing or broker fees, (ii) deficiency, take-or-pay, or demand charges, (iii) price adjustments relating to Y-grade product quality specifications, (iv) imbalance fees and penalties, (v) line fill requirements, or (vi) requirements as to product working inventory of Y-grade at a fractionation facility.
(av)“Plant Products Redelivery Points” means the upstream insulating flange of the applicable custody meter at the discharge points downstream of the Processor’s Facilities, as applicable, as described on Exhibit B, in which Plant Products are redelivered as raw mix to a takeaway pipeline or other transport mode for the account of Producer.


Page 5


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



(aw)“Primary Term” shall have the meaning set forth in Section 18.1.
(ax) “Processable Gas” means Producer’s Gas that Producer elects to have delivered to a Central Processing Facility and/or a Cryogenic Processing Facility.  
(ay)“Processor Indemnified Parties” shall have the meaning set forth in Section 13.1.
(az)“Producer’s Gas” means all of the Gas owned or controlled by Producer that is produced from the Dedicated Area and delivered to Processor under this Agreement.
(ba)“Producer Indemnified Parties” shall have the meaning set forth in Section 13.1.
(bb)“psia” means pounds per square inch absolute.
(bc)“psig” means pounds per square inch gauge.
(bd)“Receipt Point” means the inlet flange of the upstream gatherer’s facilities at the point of interconnection between the low pressure gathering system and Producer’s facilities or the inlet flange of the upstream gatherer’s facilities at the point of interconnection between the high pressure gathering system and Processor’s compression facilities.
(be)“Redelivery Point Gas Quality Specifications” mean the Gas quality requirements of downstream pipelines or other facility operators at the Residue Gas Delivery Points, as such requirements are in effect from time to time.
(bf)“Residue Gas” means the portion of the Gas delivered to the Processor’s Facilities that remains after processing.
(bg)“Residue Gas Price” means a price per MMBtu equal to 100% of the Monthly average of Processor’s actual sales price for Residue Gas sold from the Processor’s Facilities.  It is understood that the Residue Gas Price shall be net of actual, third-party, commercially reasonable fees paid or incurred by Processor for the transportation directly related to Producer’s Residue Gas but shall not in any circumstance include any (i) marketing or broker fees, (ii) take-or-pay, reservation, or demand charges, (iii) imbalance fees and penalties, or (iv) line fill requirements.
(bh)“Residue Gas Redelivery Points” means the upstream insulating flange of the applicable Residue Gas custody meter at the discharge points downstream of the Processor’s Facilities, as applicable, as described on Exhibit B, where Residue Gas is delivered to a takeaway pipeline for the account of Producer. 
(bi)“Resolution Period” shall have the meaning set forth in Section 2.2 or Section 3.5, as applicable.


Page 6


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



(bj)“Services” shall have the meaning set forth in Section 2.4.
(bk)“Shrinkage” shall have meaning set forth in Exhibit F.
(bl)“Similarly Situated Customers” means any assignee of Producer’s interests hereunder (whether total or partial) pursuant to Section 19.6 or any third party customer who has an equal level of service priority at Processor’s Facilities.
(bm)“Tax” or “Taxes”  Any federal, state or local taxes, fees, levies or other assessments, including all sales and use, goods and services, ad valorem, transfer, gains, profits, excise, franchise, real and personal property, gross receipt, value added, capital stock, production, business and occupation, disability, employment, payroll, license, unemployment, social security, Medicare, or withholding taxes or charges imposed by any Governmental Authority, and including any interest and penalties (civil or criminal) on any of the foregoing.
(bn)“Term” shall have the meaning set forth in Section 18.1.
(bo)“Third Party” Any Person that, as of any applicable determination date, is not a Party to this Agreement.
(bp)“Third Party Gas” means Gas other than Producer’s Gas.
(bq)“Transfer” means any direct or indirect transfer, conveyance, assignment, grant, or other disposition of any rights, interests, or obligations. 
(br) “Year” means a period of 365 consecutive Days, provided that any year containing the date of February 29 shall consist of 366 consecutive Days.
ARTICLE II 
 
DEDICATION AND SERVICES
Section 2.1    Dedication; Producer Reservations; Release Rights.  
(a)Dedication. Subject to the terms and conditions of this Agreement, and solely for the purpose of this Agreement, Producer hereby dedicates for the Services to be provided by Processor under this Agreement and shall deliver or cause to be delivered at the Delivery Point(s) the following:
(i)    all Gas owned by Producer that is produced and saved from wells now or hereafter located within the Dedicated Area or on lands pooled or unitized therewith, to the 


Page 7


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



extent such Gas is attributable to Interests within the Dedicated Area and not otherwise delivered or used as permitted pursuant to this Agreement; and


(ii)    with respect to wells now or hereafter located within the Dedicated Area or on lands pooled or unitized herewith for which Producer is the operator, Gas for such wells that is owned by other working interest owners and royalty owners (“Non-Op Gas”) but only to the extent and for the period that Producer has the right or obligation to market such Non-Op Gas.




(b)Covenant Running with the Land.  It is the mutual intention of the Parties that, so long as the dedication in Section 2.1(a) is in effect, this Agreement and the dedication under Section 2.1(a) and all of the terms and provisions of this Agreement collectively shall (i) be a covenant running with the Interests within the Dedicated Area and (ii) be binding on and enforceable by Processor and its successors and assigns against Producer and its successors and assigns of the Interests within the Dedicated Area.  Each Party agrees to execute, acknowledge, and deliver to the other Party from time to time such additional agreements and instruments as may be reasonably requested by such other Party to more fully effectuate the intention of the Parties set forth in the immediately preceding sentence, including a memorandum of this Agreement in the form set forth on Exhibit G, and in the event of a permanent release or partial assignment of the Interests dedicated hereunder, a memorandum of release in the form set forth on Exhibit H.  Producer shall cause any conveyance by it of all or any of the Interests within the Dedicated Area to be made expressly subject to the terms of this Agreement.  By January 31 of each year, Producer and Processor shall update Exhibit A to reflect any Interests within the Dedicated Area (1)  permanently released by Processor or (2) partially assigned by Producer  during the immediately preceding year. Contemporaneously with any such update and supplement to this Agreement, Producer shall execute, acknowledge, and deliver to Processor a supplement to each of the applicable memoranda of this Agreement previously filed for recording in the real property records of each county in which any portion of such new Interests is located. 


(c)Forecasts. On or before August 1st of each Year during the Term, Processor shall deliver to Producer a map showing each current Processor’s Facilities.  Subject to Processor’s delivery of such map and Processor’s compliance with the confidentiality and restricted use requirements set forth in Section 19.1 on or before October 1st of each Year during the Term, Producer shall deliver to Processor a 2-Year Forecast with respect to the Producer’s Gas. “2-Year Forecast” shall mean Producer’s good faith estimate (expressed in Mcf per Day) and associated gas analysis of Producer’s Gas, to be produced from the Dedicated Area, broken down by Processor’s Facilities, and delivered to the Delivery Points for each Month for the next two (2) years of the Term of the Agreement, which forecasts shall be based on Producer’s most recent engineering and planning data. At Processor’s request, but no more than once per quarter, Producer and Processor 


Page 8


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



will meet to discuss changes in the forecast to ensure that Processor will have adequate capacity in place to meet Producer’s requirements.  For the sake of clarity, Processor acknowledges that Producer shall not at any time be required to deliver any of Producer’s internal budget information to Processor.  Producer shall use all commercially reasonable efforts and information available to it to create the 2-Year Forecasts, but, given the inherent nature of the estimates involved in creating such Forecasts, Producer cannot guarantee the accuracy of any 2-Year Forecast. 


(d)Producer’s Reservations.  
(i)    Gas for Lessors or Royalty Owners.  Producer shall have the right to utilize Gas as may be required to be delivered to lessors or royalty owners under the terms of leases or other agreements or as required for Producer’s operations within the Dedicated Area or lands pooled or unitized therewith, as determined by Producer in its sole discretion.


(ii)    Pooling or Units.  Producer may form, dissolve, and/or participate in pooling agreements or units encompassing all or any portions of the Dedicated Area, as determined by Producer in its sole discretion.


(iii)    Operational Control of Wells.  Producer reserves the right to operate its leases and wells in any manner that it desires, as determined by Producer in its sole discretion and free of any control by Processor, including without limitation, (i) shutting-in, cleaning out, reworking, modifying, deepening, or abandoning any such wells, (ii) using any efficient, modern, or improved method for the production of its wells, (iii) flaring, burning, or venting Gas and (iv) surrendering, releasing, or terminating its leases or Interests or allowing such leases or Interests to expire at any time.


(iv)    Well Development and Operations.  Producer reserves the right to use Gas (including the Plant Products in such Gas), above ground or below, to develop and operate its leases and wells, including, without limitation, for Gas lift, fuel, pressure maintenance, or other re-injection purposes, secondary and tertiary recovery, drilling or cycling, operation of Producer’s facilities, and/or any other legitimate use in connection with the development and/or operation of its leases and wells that are now or hereafter become subject to the terms of this Agreement.  Additionally, for Gas used for fuel, Producer has the right to remove and dispose of liquid hydrocarbons from such Gas by means it deems necessary, including via low temperature separation.  


(v)    No Obligation to Develop.  Notwithstanding anything else in this Agreement that may be construed to the contrary, Producer reserves the right to develop and operate its leases and wells as it sees fit, in its sole discretion, and Producer shall have no obligation to Processor under this Agreement to develop or otherwise produce Gas or other 


Page 9


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



hydrocarbons from any properties owned by it, including any properties now or hereafter located within the Dedicated Area or the lands pooled or unitized therewith.
Section 2.2    Release from Dedication.
(a)Immediate Temporary Release.  If for any reason including Force Majeure (but not including a pressure problem which is addressed in Section 3.5), Processor does not take all or any portion of Producer’s Gas delivered or otherwise available for delivery at a Delivery Point, Producer shall be entitled to an immediate temporary release from dedication of such volume of Producer’s Gas, and may dispose of such Gas in any manner it sees fits, subject to Processor’s right to resume receipts at a subsequent time when Processor is able to take all of Producer’s Gas available for delivery at the Delivery Point in accordance with the terms of this Agreement, provided however if during such temporary release period Producer secures a different temporary market, Processor may resume receipts only upon thirty (30) days’ advance written notice and only as of the beginning of a Month, unless otherwise agreed.  


(b)Permanent Release. In addition to Section 2.2(a), above, if Processor does not take and process all or any portion of Producer’s Gas for delivery at a Delivery Point for any reason (including a failure to meet quality requirements for nitrogen, but not including (i) a failure to meet quality requirements other than for nitrogen as set forth above, for which no permanent release shall be available, or (ii) a pressure problem, which is addressed in Section 3.5) for a cumulative thirty (30) Days in any ninety (90) Day period, unless such failure is caused by Force Majeure, in which case a cumulative 180 Days in any 365-Day period, then upon Producer’s written notice to Processor, Processor shall have fifteen (15) Days from receipt of such notice to propose a feasible plan to Producer that shall resolve such issue, at Processor’s sole cost and expense, within sixty (60) Days after proposing such plan (the “Resolution Period”).  If (A) Processor fails to propose a resolution within the stated fifteen (15) Days, (B) the issue is not resolved after completion of Processor’s resolution, or (C) Processor does not complete such resolution within the Resolution Period (but if Processor’s completion is delayed or prevented by reason of Force Majeure, the Resolution Period shall be extended by an additional 120 Days), Producer may elect within 30 days following Processor’s failure to propose a resolution, the completion of such inadequate resolution or the expiration of such Resolution Period, as applicable, by giving written notice to Processor, to receive a permanent release from dedication as to the affected Delivery Point and the portion(s) of the Dedicated Area associated with such Delivery Point (and such released portion(s) shall be stated in terms of acreage); provided, however, Producer shall not be entitled to the foregoing remedy to the extent that Producer’s good-faith estimate of the affected volumes exceeds the last 2-Year Forecast Producer delivered to Processor in accordance with Section 2.1(c). If Producer elects a permanent release, the portion(s) of the Dedicated Area to be released shall be designated by Producer, acting reasonably and in good faith, provided that Producer shall provide to Processor 


Page 10


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



(subject to the confidentiality and non-use restrictions set forth in this Agreement) reasonable evidence to support Producer’s determination of the portion(s) of the Dedicated Area to be released, and as long as Producer’s determination of the areas to be released is reasonably supported, such determination shall be deemed conclusive.


(c)Release by Upstream Gatherer.  Delivery of Producer’s Gas to Processor hereunder is dependent upon the performance of upstream gathering facilities to which Producer has made a dedication similar to the dedication under this Agreement.  To the extent that Producer’s dedication under such upstream contracts is released, Producer shall receive a corresponding release from dedication under this Agreement.  


Section 2.3    No Election of Remedies. Producer’s exercise of any right to a release from dedication under Section 2.2 shall not be deemed as an election of remedies for any unexcused failure of Processor to perform any obligation under this Agreement, and Producer shall be entitled to any and all other remedies, including specific performance and injunctive relief (without the need to post any bond). 


Section 2.4    Processing and Related Services. Subject to the terms and conditions of this Agreement, each Month during the Term Processor shall provide, or cause to be provided the following services, each on a Firm Basis (collectively, the “Services”): 
		
	(a)
	receive, or cause to be received, Producer’s Gas at the Delivery Points up to the capacity of the Processor’s Facilities (“Plant Capacity”);




Page 11


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



		
	(b)
	receive, or cause to be received, condensate at the Delivery Points;


		
	(c)
	dehydrate, compress, and/or treat all of Producer’s Non-Processable Gas at the Central Conditioning Facilities and purchase or deliver for Producer’s account such Producer’s Non-Processable Gas;


		
	(d)
	dehydrate, compress, treat, and/or remove Plant Products from all of Producer’s Processable Gas at Processor’s facilities;


		
	(e)
	for Processable Gas to be delivered to the Cryos, compress and redeliver such Producer’s Gas into a high pressure gathering system and re-accepting such Producer’s Gas at the Cryos;


		
	(f)
	purchase or deliver for Producer’s account all Producer’s Residue Gas and Plant Products for volumes attributable to Producer’s Processable Gas; and


(h)perform such other obligations and actions as are described under this Agreement.
Processor shall perform all Services and operate Processor’s Facilities consistent with industry standard and in a prudent, workmanlike manner.
Notwithstanding anything in this Agreement to the contrary, Producer shall not be entitled to Services on a Firm basis on any Processor’s Facilities, or any portions of the Processor’s Facilities, that have been built by Processor exclusively to service Gas volumes delivered by any Third Party customer.
Section 2.5    Recovery Rates and Take In-Kind Rights.  
(a)    Recovery Rates.  Processor shall determine Producer’s share of Residue Gas and Plant Products within the Processor’s Facilities based on actual recovery rates (including condensate fallout upstream of the Processor’s Facilities) and the allocation methodology shown on Exhibit F.
(b)    Take In-Kind - Residue Gas.  For each Calendar Year during the Term, Producer shall have the right to take its Residue Gas in-kind.  Producer elects to take its Residue Gas in-kind at the Residue Gas Redelivery Point as of the Effective Date of this Agreement.  This election shall remain in effect until Producer provides notice to Processor at least one hundred eighty (180) Days prior to beginning of the Calendar Year that Producer no longer elects to take its Residue Gas in-kind, and such election to no longer take in-kind shall continue for the remainder of the Term.  For any Calendar Year the Producer elects to take its Residue Gas in-kind, Processor shall not be required to pay the Residue Gas Price.  Additionally, during any such Calendar Year, the “Take In-Kind Terms” set forth in Article VIII and Exhibit E, as well as the applicable title, possession, and liability provisions of Article XIII and Article XIV shall apply.


Page 12


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



(c)    Take In-Kind - Plant Products.  For each Calendar Year during the Term, Producer shall have the right to take its Plant Products in-kind.  Producer elects to take its Plant Products in-kind at the Plant Products Redelivery Point as of the Effective Date of this Agreement.  This election shall remain in effect until Producer provides notice to Processor at least one hundred eighty (180) Days period to the beginning of the Calendar Year that Producer no longer elects to take its Plant Products in-kind, and such election to no longer take in-kind shall continue for the remainder of the Term.  For any Calendar Year that Producer elects to take its Plant Products in-kind, Processor shall not be required to pay the Plant Products Price.  Additionally, during any such Calendar Year, the “Take In-Kind Terms” set forth in Article IX and Exhibit E, as well as the applicable title, possession, and liability provisions of Article XIII and Article XIV shall apply.


Page 13


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Section 2.6    Modification of System Capacity.  Other than during periods of emergency and/or required Maintenance, Processor shall not take, without Producer’s prior written consent, any action that could cause the Plant Capacity to be reduced in a manner that negatively affects Producer’s ability to deliver Gas to any Delivery Point. 
Section 2.7    Priority of Gas Services; Curtailment.  Processor covenants that it shall not oversubscribe the Processing Facilities or take additional production into the Processing Facilities if, as a result, Processor is unable to perform its Service obligations under this Agreement.  Processor agrees to not provide services of any kind for any Third Party Gas on a basis that has a priority higher than that to which Producer is entitled under this Agreement without Producer’s prior written consent; provided, however, that in the case of (ii), such consent shall not be unreasonably withheld if the Third Party agreement shall not be reasonably expected to impact Processor’s ability to perform its obligations to Producer under this Agreement. If for any reason, including, without limitation, Force Majeure, maintenance, or constraints at Redelivery Point(s), Processor needs to curtail receipt, processing or delivery of Gas at the Processor’s Facilities, the following procedures shall be followed:
(a)    First, Gas deliveries from all customers other than Producer and Similarly Situated Customers shall be curtailed prior to any curtailment or interruption of Producer’s Gas or Gas from Similarly Situated Customers; and 
(b)    Second, if additional curtailments are required beyond Section 2.7(a) above, Processor shall notify Producer and the Similarly Situated Customers of such curtailment and require good faith estimates of expected gas volumes from Producer and Similarly Situated Customers.  Processor shall then allocate the Plant Capacity at the affected Delivery Point on a pro rata basis based upon Producer’s and each Similarly Situated Customer’s respective good faith estimates for the affected point.
Section 2.8    Third Party Gas.  Processor agrees that it shall not accept Third Party Gas into the Processor’s Facilities if such Third Party Gas shall cause Producer’s Gas to not meet the Redelivery Point Gas Quality Specifications.
Section 2.9    Operation and Maintenance of Processor’s Facilities.  Processor shall (i) be entitled to complete operational control of the Processor’s Facilities and (ii) construct, install, own, operate, and maintain, at its sole cost, risk and expense, the facilities in accordance with all applicable laws, as a reasonably prudent operator and, to the extent reasonably possible, in a cost-efficient and effective manner for Producer.
Section 2.10    Commingling.  The Parties agree that Producer’s Gas may constitute part of the supply of Gas from multiple sources, and Processor shall have the right, subject to Processor’s obligations under this Agreement, to commingle Producer’s Gas with other Gas, to deliver Residue 


Page 14


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Gas and Plant Products containing molecules different from those received at the Delivery Points, and to handle the molecules delivered at the Delivery Points in any manner.
ARTICLE III 
 
DELIVERY POINTS AND PRESSURE
Section 3.1    Delivery Points.  The delivery points for all Producer’s Gas delivered by Producer under this Agreement shall be the location where Producer’s Gas enters the inlet flange of the Processor’s Facilities located at the points identified on Exhibit B of this Agreement (each, a “Delivery Point,” and together, the “Delivery Points”).  
Section 3.2    Pressure at Delivery Points.  Producer shall cause Producer’s Gas to be delivered to the Delivery Points at a pressure sufficient to enter the Processor’s facilities, provided that Processor maintains the operating pressures at not more than (a) [***] psig at the inlet flange of the on-skid compressor inlet suction scrubber of the Central Conditioning Facilities and (b) [***] psig at the inlet flange of the on-skid compressor inlet suction scrubber of the Central Processing Facilities and at all other Delivery Points other than the inlet to the Cryogenic Processing Facilities.  Producer shall not deliver Gas at a pressure in excess of the MAOP at the Delivery Point, as such MAOP may exist from time to time.  As of the Effective Date, the MAOP at each Delivery Point shall be listed on Exhibit B, and Processor shall give written notice to Producer at any time thereafter that the MAOP for any Delivery Point changes and for each additional Delivery Point when it is added.
Section 3.3    Pressure at Residue Gas Redelivery Points.  If Producer elects to take its Residue Gas in-kind, Processor shall redeliver Residue Gas at a pressure sufficient to enter the receiving facilities at such Residue Gas Redelivery Point, but shall not deliver such Gas at a pressure in excess of the MAOP of such receiving facilities, as such MAOP may exist from time to time. 
Section 3.4    Pressure at Plant Product Redelivery Points.  If Producer elects to take its Plant Products in-kind, Processor shall redeliver Plant Products at a pressure sufficient to enter the receiving facilities at each Plant Product Redelivery Point, but shall not deliver such Plant Products at a pressure in excess of MAOP of such receiving facilities, as such MAOP may exist from time to time.  
Section 3.5    Release Rights.  At any time that the operating pressure at a Delivery Point is not in compliance with the required operating pressure or is in excess of the MAOP for any reason, including Force Majeure, Producer shall be entitled to an immediate temporary release from dedication and may immediately dispose of and/or deliver to any third Person any of Producer’s Gas available for delivery at such Delivery Point.  In the event the operating pressure is not in compliance with the required pressure for a cumulative thirty (30) Days in any ninety (90) Day 


Page 15


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



period for reasons other than Force Majeure, then upon Producer’s written notice to Processor, Processor shall have fifteen (15) Days from receipt of such notice to propose a feasible plan that shall, at Processor’s sole cost and expense, resolve the pressure issue within sixty (60) Days after proposing such plan (the “Resolution Period”) so that the pressure shall be maintained in compliance with the required pressure (including when all available Gas is delivered to the Delivery Point(s), i.e., including all of Producer’s Gas that may have been temporarily released).  If (a) Processor fails to propose a resolution within the stated fifteen (15) Days, (b) the issue is not resolved after completion of Processor’s resolution, or (c) Processor does not complete its proposed resolution within the Resolution Period for any reason (but if Processor’s completion is delayed or prevented by reason of Force Majeure, the Resolution Period shall be extended by an additional 120 Days), then Producer may elect, by giving written notice to Processor, to receive a permanent release from dedication as to any affected Delivery Point(s) and the portion(s) of the Dedicated Area associated with such Delivery Point(s) (and such released portion(s) may be stated in terms of wells and/or acreage); provided, however, Producer shall not be entitled to a permanent release to the extent that (x) any Receipt Point(s) upstream of the Delivery Point are in compliance with the Required Pressure (as defined in the Gas Gathering Agreement between Producer and Alpine High Gathering LP dated July 1, 2018) for such Receipt Point(s) or (y) Producer’s good-faith estimate of volumes exceeds the last 2-Year Forecast Producer delivered to Processor in accordance with Section 2.1(c).  If Producer elects a permanent release, the portion(s) of the Dedicated Area to be released shall be designated by Producer, acting reasonably and in good faith, provided that Producer shall provide to Processor (subject to the confidentiality and non-use restrictions set forth in this Agreement) reasonable evidence to support Producer’s determination of the portion(s) of the Dedicated Area to be released, and as long as Producer’s determination of the areas to be released is reasonably supported, such determination shall be deemed conclusive.  Producer’s right to a release from dedication or Fee reduction under this Section 3.5 shall not be deemed an election of remedies, and Producer shall be entitled to any and all other remedies, including specific performance and injunctive relief (without the need to post any bond).
ARTICLE IV 
 
GAS QUALITY
Section 4.1    Gas Quality Specifications.  Producer’s Gas delivered to a Central Processing Facility or a Cryogenic Processing Facility shall meet the Gas Quality Specifications set forth in Exhibit D-1.  Producer’s Gas delivered to a Central Conditioning Facility shall meet the Gas Quality Specifications set forth in Exhibit D-2.
Section 4.2    Non-Conforming Gas.  If at any time Processor becomes aware that Producer’s Gas at a Delivery Point fails to conform to the applicable Gas Quality Specifications set forth in Exhibit D-1, or Exhibit D-2 (“Off-Spec Gas”), then Processor shall promptly give 


Page 16


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Producer written notice of the deficiency, and Producer shall take commercially reasonable steps to remedy the deficiency.  Processor shall use all commercially reasonable efforts to accept such Off-Spec Gas, as long as (i) Processor is able to accept such Off-Spec Gas without unreasonable risk of harm to the Processor’s Facilities or to the Processor’s Facilities personnel, (ii) the acceptance of such Off-Spec Gas does not render the Processor’s Facilities unable to meet the Redelivery Point Gas Quality Specifications, and (iii) Processor’s receipt of the Off-Spec Gas shall not be construed as a change of requirements for future volumes delivered to the Processor’s Facilities.  Processor may immediately cease taking any Off-Spec Gas that Processor deems would be harmful to the Processor’s Facilities or the Processor’s Facilities personnel.
Section 4.3    Reimbursement for Costs and Expenses.  Producer shall reimburse Processor for actual, reasonable costs and expenses directly resulting from damage to the Processor’s Facilities, or to other customers’ Gas therein, to the extent such damage is directly caused by the delivery to the Processor’s Facilities of Producer’s Gas that is Off-Spec Gas, except when Processor knowingly accepts such Off-Spec Gas into the Processor’s Facilities.  Notwithstanding the above or anything else in this Agreement, Producer’s responsibility under this Section 4.3 shall be for actual, direct damages only, and in no event shall this Section 4.3 require Producer to pay or in any way be responsible for the Consequential Damages of any Person.
ARTICLE V 
 
MEASUREMENT
Section 5.1    Equipment and Specifications.  Producer’s Gas delivered to the Processor’s Facilities shall be measured by Processor at each Receipt Point, each Delivery Point, and any point on the gathering system upstream of Processor’s Facilities where buyback gas is redelivered to Producer, and the Residue Gas and Plant Products shall be measured at the meter(s) at the applicable Redelivery Point(s).  Additionally, Processor shall measure any gas consumed as fuel or flared at its facilities. The meters and appurtenant facilities shall be installed, operated, and maintained by Processor in accurate working order and condition, in accordance with the requirements set forth in this Article V, with good and workmanlike standards generally practiced by reasonably prudent gas processing operators, and in accordance with all laws.


Page 17


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Section 5.2    Gas Meter Standards.  Orifice meters installed in such measuring stations for Gas shall be constructed and operated in accordance with ANSI/API 2530 API 14.3, AGA Report No. 3, Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids (including as it may be revised from time to time) and shall include the use of flange connections and, where necessary, straightening vanes, flow conditioners and/or pulsation dampening equipment.  Ultrasonic meters or Coriolis meters installed in such measuring stations shall be constructed and operated in accordance with AGA Report No. 9, Measurement of Gas by Ultrasonic Meters, First Edition, and AGA Report No. 11, Measurement of Natural Gas by Coriolis Meter, respectively; and any subsequent modification and amendment thereof generally accepted within the Gas industry.  Electronic flow computers shall be used and the Gas shall have its volume, mass, and/or heat content computed in accordance with the applicable AGA standards including, but not limited to, AGA Report Nos. 3, 5, 6, 7, 8 and API 21.1 “Flow Measurement Using Electronic Metering Systems” and any subsequent modifications and amendments thereof generally accepted within the Gas industry.  When Gas chromatographs are used they shall be installed, operated, maintained, and verified according to industry standards (GPA 2261, GPA 2145, GPA 2172, and GPA 2177).  
Section 5.3    Notice of Measurement Equipment Inspection and Calibration. Each Party shall give seventy-two (72) hours’ notice to the other Party in order that the other Party may, at its option, have representatives present to observe any reading, inspecting, testing, calibrating, or adjusting of measuring equipment used in measuring or checking the measurement of receipts or deliveries of Gas under this Agreement.  The official electronic data from such measuring equipment shall remain the property of the measuring equipment owner, but copies of such records shall, upon written request, be submitted, together with calculations and flow computer configurations therefrom, to the requesting Party for inspection and verification.
Section 5.4    Measurement Accuracy Verification.  Each Party shall verify the accuracy of all transmitters, flow computers, and other equipment used in the measurement of the Gas hereunder at intervals not to exceed one hundred eighty (180) Days and cause such equipment to be adjusted or calibrated as necessary.  Testing frequency shall be based upon each Delivery Point flow rate (Mcf/Day).  Any flow rate at a Delivery Point that is: (x) greater than 1,000 Mcf/Day shall be tested Monthly, (y) between 101 and 1,000 Mcf/Day shall be tested quarterly, and (z) less than 100 Mcf/Day shall be tested semi-annually.  Neither Party shall be required to cause adjustment or calibration of such equipment more frequently than once every Month, unless a special test is requested pursuant to Section 5.5.  If, upon testing, (i) no adjustment or calibration error is found that results in an incremental adjustment to the calculated flow rate through each meter run in excess of two percent (2%) of the adjusted flow rate (whether positive or negative and using the adjusted flow rate as the percent error equation denominator) or (ii) any quantity error is not greater than two hundred fifty (250) Mcf per Month, then any previous recordings of such equipment shall be considered accurate in computing deliveries but such equipment shall be adjusted or calibrated at once.  If, during any test of the measuring equipment, an adjustment or calibration error is found 


Page 18


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



that results in (i) an incremental adjustment to the calculated flow rate through each meter run in excess of two percent (2%) of the adjusted flow rate (whether positive or negative and using the adjusted flow rate as the percent error equation denominator) and (ii) a quantity error greater than two hundred fifty (250) Mcf per Month (“Material Measurement Error”), then any previous recordings of such equipment shall be corrected to zero error for any period during which the error existed (and which is either known definitely or agreed to by the Parties) and the total flow for such period shall be determined in accordance with the provisions of Section 5.6.  If the period of error condition cannot be determined or agreed upon between the Parties, such correction shall be for a period extending over the last one half (1/2) of the time elapsed since the date of the last test.
Section 5.5    Special Tests.  In the event a Party desires a special test (a test not scheduled by a Party under the provisions of Section 5.4) of any measuring equipment, seventy-two (72) hours’ advance notice shall be given to the other Party and, after providing such notice, such test shall be promptly performed.  If no Material Measurement Error is found, the Party requesting the test shall pay the costs of such special test including any labor and transportation costs pertaining thereto.  If a Material Measurement Error is determined to exist, the Party responsible for such measurement shall pay such costs and perform any corrections required under Section 5.4.
Section 5.6    Metered Flow Rates in Error.  If, for any reason, any measurement equipment is (i) out of adjustment, (ii) out of service, or (iii) out of repair, and, in each case, a Material Measurement Error exists as a result thereof, the total quantity of Gas delivered shall be determined in accordance with the first of the following methods which is feasible:
(a)by using the registration of any mutually agreeable check metering facility, if installed and accurately registering (subject to testing as provided for in Section 5.4);
(b)where multiple meter runs exist in series, by calculation using the registration of such meter run equipment; provided that they are measuring Gas from upstream and downstream headers in common with the faulty metering equipment, are not controlled by separate regulators, and are accurately registering; or
(c)by estimating the quantity, based upon deliveries made during periods of similar conditions when the meter was registering accurately.
Section 5.7    Record Retention.  Processor shall retain and preserve all test data, charts, and similar records for any Calendar Year for a period of at least sixty (60) Months, unless any applicable Law requires a longer time period or Processor has received written notification of a dispute involving such records, in which case all records shall be retained until the related issue is resolved. 


Page 19


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Section 5.8    Correction Factors for Volume Measurement.  The computations of the volumes of Gas measured shall be made as follows:
(a)The hourly orifice coefficient for each meter shall be calculated at the base pressure of fourteen and sixty-five hundredths (14.65) psia and the base temperature of sixty (60) degrees Fahrenheit.  All Gas volume measurements shall be based on a local atmospheric pressure assumed to be thirteen and seven-tenths (13.7) psia.
(b)The flowing temperature of the Gas shall be continuously measured.  In the case of electronic metering, such temperature measurement shall be used as continuous input to the flow computer for calculation of Gas volume, mass and/or energy content in accordance with the applicable AGA or API 21.1 standards including, but not limited to, AGA Report Nos. 3, 5, 6, 7 and 8 and any subsequent modification and amendments thereof generally accepted within the Gas industry.
(c)Measurements of inside diameters of pipe runs and orifices shall be obtained by means of a micrometer to the nearest one-thousandth of an inch, and such measurements shall be used in computations of coefficients.
(d)In determining the volume of Gas, when electronic transducers and flow computers are used, the Gas shall have its volume, mass and/or energy content continuously integrated in accordance with the applicable AGA standards including, but not limited to, AGA report Nos. 3, 5, 6, 7 and 8 and any subsequent modification and amendments thereof generally accepted within the Gas industry.
(e)In calculating the volume of Gas, deviation from Boyle’s Law at the pressure, specific gravity, and temperature for each measurement shall be determined by use of AGA Report No. 8, Compressibility Factors for Natural Gas and Other Related Hydrocarbon Gases, published by the AGA in conjunction with Gas Measurement Committee Report No. 3 and amendments thereto generally accepted within the Gas industry.
(f)Whenever the conditions of pressure and temperature differ from the standards described herein, conversion of the volume from these conditions to the standard conditions shall be made in accordance with the Ideal Gas Laws, corrected for deviation by the methods set forth in the AGA Gas Measurement Committee Report No. 3, as said report may be amended from time to time.
Section 5.9    Exception to Gas Measurement Basis.  If at any time the basis of measurement set out in this Agreement should conflict with any Law, then the basis of measurement provided for in such Law shall govern measurements hereunder.


Page 20


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Section 5.10    Gas Sampling.  Receipt Point meters downstream of new wells or wells that have been changed due to a workover or other well bore alteration that could alter the Gas composition shall be sampled Monthly until the analyses demonstrate reasonable consistency.  After such time, said meters shall then be sampled at the stated calibration frequency.  Processor shall install and maintain a Gas composite sampler at each of the Receipt Points.
(a)Receipt Points and Delivery Points.  The composition, specific gravity and Gross Heating Value of Producer’s Gas shall be determined by the measuring party taking a sample at the same frequency as the meter calibration test.  The sample shall be acquired through an on-line chromatograph or a composite sampler.  The analytical results shall be applied at the beginning of the Month the sample is taken until a subsequent representative sample is applied.
(b)Residue Gas Redelivery Points.  The composition, specific gravity, and Gross Heating Value of Producer’s Residue Gas shall be determined by the measuring party taking a sample at the same frequency as the meter calibration test.  The sample shall be acquired through either an on-line Gas chromatograph or a composite sampler.  The analytical results shall be applied at the beginning of the Month the sample is taken until a subsequent representative sample is applied.  
(c)The specific gravity of Gas at all applicable measurement points shall be determined by a Gas chromatographic component analysis to the nearest one thousandth (0.001) of the samples of the Gas taken for test purposes as provided above, or by such other method as shall be mutually agreed upon.
(d)The Gross Heating Value shall be measured by Gas chromatographic analysis or component analysis of the samples of the Gas taken for test purposes as provided above, or by such other method as shall be mutually agreed upon.
(e)The Gas received by Processor at Delivery Points other than those at the inlet of a Cryogenic Processing Facility shall be deemed as saturated with water and the Gas shall be measured and settled as saturated at base pressure and base temperature.
Section 5.11    Modifications to Measurement Procedures.  In the event the measurement procedures herein cease to be reflective of actual operations or become inequitable in any respect, such measurement procedures shall be modified to reflect actual operations and to remove such inequities, as long as such modified measurement procedures are consistently applied to Producer and all other customers at the Processor’s Facilities.
ARTICLE VI. 
 
FEES, FUEL, AND CONSIDERATION


Page 21


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Section 6.1    Fees.  
		
	(a)
	Non-Processable Gas. Producer shall pay to Processor the Central Conditioning Fee, set forth in Exhibit C, for all Producer’s Non-Processable Gas.


		
	(b)
	Processable Gas. Producer shall pay to Processor the applicable Fees, set forth in Exhibit C, for all Producer’s Processable Gas, illustrated by the following formula. 


PF = (CPF x A) + (CRO x B)
Where:
PF = Total Processing Fees
CPF = Producer’s CPF Volumes (as defined in Exhibit F, Paragraph 3) 
CRO = Producer’s Cryo Volumes (as defined in Exhibit F, Paragraph 4) 
A = Central Processing Fee
B = Cryogenic Processing Fee
Section 6.2  FL&U.  For Services provided at the Central Conditioning Facility, Central Processing Facility, or Cryogenic Processing Facility to which Producer’s Gas is delivered, Producer shall bear responsibility for FL&U, as set forth on Exhibit C.  
Section 6.3  Fee Adjustment.  On July 1st of each year, all Fees shall each be automatically adjusted upward or downward by the percentage change in the Chained Consumer Price Index for All Urban Consumers, all items less food and energy, as and when published and considered final by the U.S. Department of Labor Bureau of Labor Statistics calculated for the twelve (12) Months immediately preceding the date of escalation; provided, however, no Fee shall ever be adjusted below its original amount as of the Effective Date; and, provided, further, that the amount of adjustment for each year shall not exceed [***] percent ([***]%) per annum.
ARTICLE VII 
 
PRICE AND ALLOCATIONS
Section 7.1    Residue Gas and Plant Products Purchases.  Except to the extent that Producer has elected to take its Residue Gas and/or its Plant Products in-kind pursuant to Sections 2.5(b) and 2.5(c), as full consideration for Producer’s Residue Gas and Producer’s Plant Products attributable to Producer’s Gas and all its components delivered to Processor each month at the Delivery Point, 


Page 22


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Processer shall pay Producer: (i) the Residue Gas Price for each MMBtu of Producer’s Residue Gas and (ii) the Plant Products Price for each gallon of each component contained in Producer’s Plant Products.  No separate payment is due under this Agreement for helium, sulfur, CO2, or other non-hydrocarbons. 
Section 7.2    Allocation of Residue Gas and Plant Products.  Processor shall determine, on a Monthly basis, the Residue Gas and Plant Products attributable to Producer’s Gas on a proportional basis by component using the allocation methodologies set forth in Exhibit F.  From time to time Processor may make changes and adjustments in its allocation methods to improve accuracy, provided that Processor provides written notice, evidencing the reasons for the necessary changes and adjustments, to Producer prior to making such changes or adjustments.
ARTICLE VIII 
 
RESIDUE GAS REDELIVERY PROCEDURES
Section 8.1    Procedure for Residue Gas Disposition.  When Producer has elected to take its Residue Gas in-kind, Processor shall return to Producer, or for Producer’s account, Producer’s Residue Gas at the Residue Gas Redelivery Points. 
Section 8.2    Disposition of Producer’s Residue Gas.  Producer shall arrange for the disposition and sale of Producer’s Residue Gas actually delivered to Producer or for Producer’s account.  If Producer fails to provide for the disposition and sale of that Residue Gas (i.e., Producer fails to nominate on a downstream pipeline), Processor shall, in a commercially reasonable manner, arrange for disposition and sale of that Residue Gas and shall remit the net proceeds to Producer after deductions for all reasonable transportation charges, a marketing fee of $0.05 per MMBtu, and other actual, reasonable costs associated with the disposition and sale of Producer’s Residue Gas.  Processor’s remittance of such net proceeds to Producer shall include the gross sales proceeds at which such Residue Gas was sold and reasonably detailed documentation of all such costs and charges deducted from such gross sales proceeds. 
Section 8.3    Quality.  The Residue Gas delivered by Processor from the Processor’s Facilities to Producer or for Producer’s account at the Residue Gas Redelivery Point(s) must meet all quality specifications of the Producer’s designated receiving pipeline(s), as such quality specifications are in effect as of the Effective Date, and if at any time after the Effective Date the applicable receiving pipeline changes its quality specifications to be more stringent, Processor shall have the right to make corresponding revisions to the quality specifications set forth in Exhibit D in amounts consistent with the receiving pipeline’s changes.  Any Residue Gas redelivered by Processor which does not conform with all of the aforesaid quality requirements is referred to herein as “Non-Conforming Residue Gas”.  If Processor fails to redeliver Residue Gas on behalf of Producer that meets all quality specifications of the receiving pipeline, in addition to any other 


Page 23


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



remedy available to Producer at law or in equity, Processor shall be responsible for, and shall indemnify, defend, and hold harmless Producer Indemnified Parties and its and their officers, agents, employees, and contractors, and all third parties located downstream of Processor’s facilities, from and against any and all damages, losses, fines, penalties, fees, charges, claims, demands, suits, actions, causes of action, obligations, liabilities (including, without limitation, for injury, death or damage to property), contractual liabilities, and reasonable expenses and costs (including, without limitation, court costs, reasonable attorney’s fees, and all other reasonable costs and expenses incurred in investigating and defending any of the above) to the extent directly arising from Processor’s delivery of Non-Conforming Residue Gas.  Further, Processor shall be responsible for all reasonable costs and expenses incurred by Producer in order to avoid any fees or fines charged by any downstream transporter for so long as Processor delivers Non-Conforming Residue Gas and so long as such fees or fines are charged.  
ARTICLE IX  
 
PLANT PRODUCTS REDELIVERY PROCEDURES
Section 9.1    Procedure for Plant Product Disposition.  When Producer has elected to take its Plant Products in-kind, Processor shall return to Producer, or for Producer’s account, Producer’s Plant Products at the Plant Products Redelivery Points in the form of raw mix of natural gas liquids.  
Section 9.2    Disposition of Producer’s Plant Products.  Producer shall arrange for the disposition and sale of its share of Plant Products actually delivered to Producer or for Producer’s account.  If Producer fails to provide for the disposition and sale of its share of Plant Products actually delivered to it, Processor may arrange for disposition and sale of those Plant Products and Processor shall remit the net proceeds to Producer after deductions for all actual, reasonable transportation and fractionation charges, a marketing fee of $0.005 per Gallon, and other actual, reasonable costs associated with the disposition and sale of such Plant Products.  Processor’s remittance of such net proceeds to Producer shall include the price at which each Plant Product was sold and reasonably detailed documentation of all such costs and charges deducted from such sale price.  
Section 9.3    Quality.  The Plant Products delivered by Processor to Producer or for Producer’s account at the Plant Products Redelivery Points must meet all quality requirements of the Producer’s designated receiving pipeline(s), as such quality specifications are in effect as of the Effective Date, and if at any time after the Effective Date the applicable receiving transporter changes its quality specifications to be more stringent, Processor shall have the right to make corresponding revisions to the quality specifications set forth in Exhibit D in amounts consistent with the receiving transporter’s changes.  Any Plant Products redelivered by Processor which do not conform with all of the aforesaid quality requirements is referred to herein as “Non-Conforming Plant Products”.  


Page 24


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



If Processor fails to redeliver Plant Products on behalf of Producer that meet all quality specifications of the receiving transporter, in addition to any other remedy available to Producer at law or in equity, Processor shall be responsible for, and shall indemnify, defend, and hold harmless Producer Indemnified Parties and its and their officers, agents, employees, and contractors, and all third parties located downstream of Processor’s facilities, from and against any and all damages, losses, fines, fees, charges, penalties, claims, demands, suits, actions, causes of action, obligations, liabilities (including, without limitation, for injury, death or damage to property), contractual liabilities, and reasonable expenses and costs (including, without limitation, court costs, reasonable attorney’s fees, and all other reasonable costs and expenses incurred in investigating and defending any of the above) to the extent directly arising from Processor’s delivery of Non-Conforming Plant Products.  Further, Processor shall be responsible for all reasonable costs and expenses incurred by Producer in order to avoid any fees or fines charged by any downstream transporter for so long as Processor delivers Non-Conforming Plant Products and so long as such fees or fines are charged.
ARTICLE X 
 
PAYMENTS
Section 10.1    Payments and Invoices.  Processor shall provide Producer with a detailed statement and supporting documentation for the net amount of all consideration due from Producer to Processor under the terms of this Agreement (net of any amounts due from Processor to Producer under this Agreement), not later than the last Day of the Month immediately following the Month for which the consideration is due (such statement, the “Monthly Statement”).  Not later than thirty (30) Days following Producer’s receipt of a Monthly Statement, Producer shall pay to Processor all net amounts due and owing from Producer to Processor under the Monthly Statement.  If a good faith dispute arises as to a Monthly Statement, Producer shall provide Processor a written notice of dispute on or before the date payment is due for same, setting forth, in reasonable detail, the grounds for such dispute.  Notwithstanding the delivery of a dispute notice, Producer shall pay to Processor the undisputed portions of each Monthly Statement in accordance with the terms of this Agreement.  Any amounts owing by Processor to Producer shall be paid simultaneously with delivery of the Monthly Statement.  Payments to either Party shall be according to the applicable payment instructions set forth in Article XVI.  If any payment due date falls on a non-Business Day, the payment shall be due on the first Business Day thereafter.


Section 10.2    Netting, Offset of Amounts Due.  Either Party shall have the right to offset any undisputed amounts due by it under this Agreement against any undisputed amounts due to it under this Agreement and pay the net amount due to the other Party.
Section 10.3    Interest on Late Payments.  In the event either Party fails to make timely payment of any amount when due under this Agreement (including any disputed amount which is later found to have been correct when payment was first requested), interest shall accrue, from the date payment was due until the date payment is made, at an annual rate equal to the lower of: (a) 


Page 25


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



the prime rate as published in the “Money Rates” section of The Wall Street Journal, plus two percent (2%), or (b) the maximum rate of interest allowed under applicable Laws.
ARTICLE XI 
 
AUDIT RIGHTS
Section 11.1 Audit Rights.  
(a)Each Party shall have the right, at its own expense, upon thirty (30) Days’ written notice and during reasonable working hours to perform an audit of the other Party’s books and records (“Audit”).  The Audit provides the Parties the right to obtain access to and copies of the relevant portion of the books and records which includes, but is not limited to, financial information, reports, charts, calculations, measurement data, allocation support, third-party support, telephone recordings, and electronic communications of the other Party to the extent reasonably necessary to verify performance under the terms and conditions of this Agreement including the accuracy of any statement, allocation, charge, payment calculation or determination made pursuant to the provisions contained herein for any Calendar Year within the twenty-four (24) Month period next following the end of such Calendar Year.  The Party subject to the Audit shall respond to all exceptions and claims of discrepancies within ninety (90) Days of receipt thereof. 
(b)Either Party has the right to Audit any agents of the other Party or any third Person performing services related to this Agreement.  Either Party shall have the right to make and retain copies of the books and records to the extent necessary to support the audit work papers and claims resulting from the Audit.  Additionally, the Parties reserve the right to perform site inspections or carry out field visits of the assets and related measurement being audited.
(c)The accuracy of any statement, allocation, charge, payment calculation, or determination made pursuant to the provisions of the Agreement shall be conclusively presumed to be correct after the twenty-four (24) Month period next following the end of the Calendar Year in which the statement, allocation, charge, payment calculation, or determination was generated or prepared, if not challenged (claimed) in writing prior thereto.  For the avoidance of doubt, all claims shall be deemed waived unless they are made in writing within the twenty-four (24) Month period next following the end of the Calendar Year in which the statement, allocation, charge, payment calculation, or determination was generated or prepared.
ARTICLE XII 
 
FORCE MAJEURE


Page 26


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Section 12.1    Suspension of Obligations.  In the event a Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than the obligation to indemnify and/or to make payments due hereunder, and such Party gives notice and reasonably full particulars of such Force Majeure in writing to the other Party promptly after the occurrence of the cause relied on, then the obligations of the Party giving such notice, so far as and to the extent 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 so far as possible be remedied with all reasonable dispatch by the Party claiming Force Majeure.  A Force Majeure event affecting the performance of a Party shall not relieve it of liability in the event of its gross negligence, where such gross negligence was the cause of, or a contributing factor in causing, the Force Majeure event, or in the event of its failure to use commercially reasonable efforts to remedy the situation and remove the cause with all reasonable dispatch.  Additionally, it is specifically understood that a Force Majeure shall in no way terminate each Party’s obligation to balance those volumes of Gas received and delivered hereunder.  
Section 12.2    Definition of Force Majeure.  “Force Majeure” shall mean any cause or causes not reasonably within the control of the Party claiming suspension and which, by the exercise of reasonable diligence, such Party is unable to prevent or overcome, including, without limitation, any of the following that meets the foregoing criteria:  acts of God, acts and/or delays in action of any Governmental Authority, strikes, lockouts, work stoppages or other industrial disturbances, acts of a public enemy, sabotage, wars, blockades, insurrections, riots, acts of terror, epidemics, landslides, lightning, earthquakes, fires, storms, storm warnings, floods, washouts, extreme cold or freezing weather, arrests and restraints of governments and people, civil or criminal disturbances, explosions, mechanical failures, breakage or accident to equipment installations, machinery, compressors, or lines of pipe and associated repairs, freezing of wells or lines of pipe, partial or entire failure of wells, pipes, facilities, or equipment, electric power unavailability or shortages, failure of third party pipelines, gatherers, or processors to deliver, receive, or transport Gas, and, in those instances where a Party is required to secure permits from any Governmental Authority to enable such Party to fulfill its obligations under this Agreement, the inability of such Party, at reasonable costs and after the exercise of all reasonable diligence, to acquire such permits.  It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty and that the above requirement that a Force Majeure be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of Persons striking when such course is inadvisable in the sole discretion of the Party having the difficulty.
ARTICLE XIII 
 
INDEMNIFICATION


Page 27


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Section 13.1    Definitions.  The following terms are defined as follows.  
(a)“Processor Indemnified Parties”  Processor and its Affiliates, and its and their respective shareholders, stockholders, members, partners, officers, directors, employees, contractors, subcontractors and agents.
(b)“Producer Indemnified Parties”  Producer and its Affiliates, and its and their respective shareholders, stockholders, members, partners, officers, directors, employees, contractors, subcontractors and agents.
Section 13.2    PRODUCER’S CONTROL AND LIABILITY.  AS BETWEEN PRODUCER AND PROCESSOR UNDER THIS AGREEMENT, PRODUCER SHALL BE DEEMED IN CONTROL AND POSSESSION OF: (I) PRODUCER’S GAS BEFORE SUCH GAS IS DELIVERED TO PROCESSOR AT THE DELIVERY POINT, (II) WHEN PRODUCER HAS ELECTED TO TAKE ITS RESIDUE GAS IN-KIND, PRODUCER’S RESIDUE GAS AFTER SUCH RESIDUE GAS IS REDELIVERED TO PRODUCER AT THE RESIDUE GAS REDELIVERY POINT, AND (III) WHEN PRODUCER HAS ELECTED TO TAKE ITS PLANT PRODUCTS IN-KIND, PRODUCER’S PLANT PRODUCTS AFTER SUCH PLANT PRODUCTS HAVE BEEN DELIVERED TO THE PLANT PRODUCTS REDELIVERY POINT.  WHEN PRODUCER’S GAS, RESIDUE GAS, OR PLANT PRODUCTS ARE IN THE CONTROL AND POSSESSION OF PRODUCER AS DESCRIBED ABOVE, PRODUCER SHALL BE RESPONSIBLE FOR AND SHALL INDEMNIFY, HOLD HARMLESS, DEFEND, AND RELEASE PROCESSOR INDEMNIFIED PARTIES FROM ANY ACTUAL LOSS OR DAMAGE OR ACTUAL INJURY CAUSED BY PRODUCER’S GAS, RESIDUE GAS, OR PLANT PRODUCTS WHILE IN A PRODUCER INDEMNIFIED PARTY’S CONTROL AND POSSESSION EXCEPT TO THE EXTENT CAUSED BY THE BREACH OF THIS AGREEMENT BY PROCESSOR OR THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OTHER FAULT OF ANY OF THE PROCESSOR INDEMNIFIED PARTIES OR EXCEPT TO THE EXTENT COVERED BY SECTION 13.4.  PRODUCER’S INDEMNIFICATION, HOLD HARMLESS, DEFENSE, AND RELEASE OBLIGATIONS UNDER THIS SECTION 13.2 SHALL BE SUBJECT TO THE LIMITATION OF DAMAGES AND THE WAIVER OF REMEDIES IN ARTICLE XIX.  
Section 13.3    PROCESSOR’S CONTROL AND LIABILITY. AS BETWEEN PRODUCER AND PROCESSOR UNDER THIS AGREEMENT, PROCESSOR SHALL BE DEEMED IN CONTROL AND POSSESSION OF: (I) PRODUCER’S GAS AFTER SUCH GAS IS DELIVERED TO PROCESSOR AT THE DELIVERY POINT, (II) PRODUCER’S RESIDUE GAS UNLESS AND UNTIL SUCH RESIDUE GAS HAS BEEN REDELIVERED TO PRODUCER AT THE RESIDUE GAS REDELIVERY POINT, AND (III) PRODUCER’S PLANT PRODUCTS UNLESS AND UNTIL SUCH PLANT PRODUCTS HAVE BEEN REDELIVERED TO PRODUCER AT THE PLANT PRODUCTS REDELIVERY POINT.  WHEN PRODUCER’S GAS, RESIDUE GAS, OR PLANT PRODUCTS ARE IN THE CONTROL AND POSSESSION OF PROCESSOR AS DESCRIBED HEREIN, PROCESSOR SHALL BE RESPONSIBLE FOR AND SHALL INDEMNIFY, HOLD HARMLESS, DEFEND, AND RELEASE PRODUCER INDEMNIFIED PARTIES FROM ANY ACTUAL LOSS OR DAMAGE OR ACTUAL INJURY 


Page 28


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



CAUSED BY PRODUCER’S GAS, RESIDUE GAS, OR PLANT PRODUCTS WHILE IN A PROCESSOR INDEMNIFIED PARTY’S CONTROL AND POSSESSION, EXCEPT TO THE EXTENT CAUSED BY THE BREACH OF THIS AGREEMENT BY PRODUCER OR THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OTHER FAULT OF ANY OF THE PRODUCER INDEMNIFIED PARTIES OR EXCEPT TO THE EXTENT COVERED BY SECTION 13.4.  PROCESSOR’S INDEMNIFICATION, HOLD HARMLESS, DEFENSE, AND RELEASE OBLIGATIONS UNDER THIS SECTION 13.3 SHALL BE SUBJECT TO THE LIMITATION OF DAMAGES AND THE WAIVER OF REMEDIES IN ARTICLE XIX.  
Section 13.4    Personal Injury Claims of Producer Indemnified Parties and Processor Indemnified Parties.  PRODUCER SHALL BE RESPONSIBLE FOR, AND SHALL INDEMNIFY, HOLD HARMLESS, DEFEND, AND RELEASE PROCESSOR INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS OR LOSSES FOR OR RESULTING FROM ANY BODILY INJURY, DEATH, OR ILLNESS SUFFERED BY ANY OF THE PRODUCER INDEMNIFIED PARTIES ARISING OUT OF OR RELATING TO THE PARTIES’ ACTIVITIES UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH INJURY IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PROCESSOR INDEMNIFIED PARTIES.  PROCESSOR SHALL BE RESPONSIBLE FOR, AND SHALL INDEMNIFY, HOLD HARMLESS, DEFEND, AND RELEASE PRODUCER INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS OR LOSSES FOR OR RESULTING FROM ANY BODILY INJURY, DEATH, OR ILLNESS SUFFERED BY ANY OF THE PROCESSOR INDEMNIFIED PARTIES ARISING OUT OF OR RELATING TO THE PARTIES’ ACTIVITIES UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH INJURY IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PRODUCER INDEMNIFIED PARTIES.
Section 13.5    Insurance.  In support of the liability and indemnity obligations assumed by the Parties in this Agreement, each Party agrees to obtain and maintain, at its own expense, insurance coverages in the types and amounts which are comparable with its peers and that is generally carried by companies performing the same or similar activities as the Parties in this Agreement.  In addition, each Party shall comply with all statutory insurance requirements determined by governmental laws and regulations, as applicable.  To the extent of the Parties’ indemnity obligations or liabilities assumed under this Agreement, (i) each Party’s insurance coverage shall be primary to and shall receive no contribution from any insurance maintained by the Indemnified Parties, and (ii) any insurance of each Party shall waive rights of subrogation against the Indemnified Parties and include the Indemnified Parties as additional insured under any applicable coverages.  Failure to obtain adequate insurance coverage shall in no way relieve or limit any indemnity or liability of either Party under this Agreement.
ARTICLE XIV 
 
TITLE
Section 14.1    Producer’s Warranty.  Producer warrants that it owns, or has the right to deliver, Producer’s Gas to the Delivery Points for the purposes of this Agreement, free and clear of 


Page 29


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



all liens, encumbrances, and adverse claims.  If the title to Producer’s Gas delivered hereunder is disputed or is involved in any legal action in any material respect, Processor shall have the right to withhold payment (without interest), or cease receiving such Gas, to the extent of the interest disputed or involved in legal action, during the pendency of the action or until title is freed from the dispute or until Producer furnishes, or causes to be furnished, indemnification to save Processor harmless from all Claims or Losses arising out of the dispute or action, with surety reasonably acceptable to Processor.  Subject to Sections 19.9 and 19.10, Producer agrees to indemnify the Processor Indemnified Parties from and against all Claims or Losses suffered by the Processor Indemnified Parties, to the extent such Claims or Losses arise out of a breach of the foregoing warranty.
Section 14.2    Processor’s Warranty.  Processor warrants that it has the right to accept Gas at the Delivery Points and to deliver the Residue Gas to the Residue Gas Redelivery Points and the Plant Products to the Plant Products Redelivery Points free and clear of all liens, encumbrances, and adverse claims.  If the Processor’s Facilities are involved in any legal action in any material respect, Producer shall have the right to withhold payment (without interest), or cease delivering Gas, to the extent of the interest disputed or involved in legal action, during the pendency of the action or until Processor furnishes, or causes to be furnished, indemnification to save Producer harmless from all Claims or Losses arising out of the dispute or action, with surety reasonably acceptable to Producer.  Subject to Sections 19.9 and 19.10, Processor agrees to indemnify the Producer Indemnified Parties from and against all Claims or Losses suffered by the Producer Indemnified Parties, to the extent such Claims or Losses arise out of a breach of the foregoing warranty.
Section 14.3    Title.  Except to the extent that Producer has elected to take any Residue Gas and/or Plant Products in-kind in accordance with Section 2.5, title to Producer’s Gas (including Plant Products and Inert Constituents contained in Producer’s Gas) delivered to Processor under this Agreement shall pass to Processor at the tailgate of the Processor’s Facilities, and Producer conveys Producer’s Gas (and the Plant Products and Inert Constituents in the Producer’s Gas) to Processor, free and clear of any claims, liens or encumbrances of any nature.  In the event that Producer has elected to take its Residue Gas and Plant Products in-kind in accordance with Section 2.5, title to the Inert Constituents contained in Producer’s Gas and extracted by Processor at the Processor’s Facilities shall pass to Processor at the tailgate of the Processor’s Facilities.
ARTICLE XV 
 
ROYALTY AND TAXES
Section 15.1    Proceeds of Production.  Producer shall have the sole and exclusive obligation and liability for the payment of all Persons due any proceeds derived by Producer from Producer’s Gas (including all constituents and products thereof) delivered under this Agreement, including, 


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Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



without limitation, royalties, overriding royalties, and similar interests, in accordance with the provisions of the leases or agreements creating those rights to such proceeds.
Section 15.2    Producer’s Taxes.  Producer shall pay and be responsible for all gross production and severance Taxes levied against or with respect to Producer’s Gas delivered under this Agreement, all ad valorem Taxes levied against the property of Producer, all income, excess profits, and other Taxes measured by the income or capital of Producer, and all payroll Taxes related to employees of Producer.  
Section 15.3    Processor’s Taxes.  Processor shall pay and be responsible for all Taxes levied with respect to the providing of Services under this Agreement, all ad valorem Taxes levied against the property of Processor, all income, excess profits, and other Taxes measured by the income or capital of Processor, and all payroll Taxes related to employees of Processor. 
Section 15.4    Severance Tax Reimbursement.  Producer and Processor agree that the price paid by Processor for Residue Gas and associated Plant Products purchased hereunder is inclusive of all severance tax reimbursements which are levied on the production of such Residue Gas and Plant Products and which are measured by the quantity of Residue Gas and Plant Products or by the revenues received by Producer for the sale of such Residue Gas and Plant Products.
ARTICLE XVI 
 
NOTICE AND PAYMENT INSTRUCTIONS


Except as specifically provided elsewhere in this Agreement, any notice or other communication provided for in this Agreement shall be in writing and shall be given (i) by depositing in the United States mail, postage paid and certified with return receipt requested, (ii) by depositing with a reputable overnight courier, (iii) by delivering to the recipient in person by courier, or (iv) by facsimile or email transmission, in each of the foregoing cases addressed to the applicable Party as set forth below, and payments required under this Agreement shall be made to the applicable Party according to the payment instructions set forth below.  A Party may at any time designate a different address or payment instructions by giving written notice to the other Party.  Notices, invoices, allocation statements, claims, or other communications shall be deemed received when delivered to the addressee in person, or by courier, or transmitted by facsimile transmission or email during normal business hours, or upon actual receipt by the addressee after such notice has either been delivered to an overnight courier or deposited in the United States mail, as the case may be.
NOTICES:
Producer                    Processor 
    ______________________________        Alpine High Processing LLC 



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Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



    ______________________________        Attn: Commercial Operations 
    ______________________________        17802 IH-10 West
______________________________        San Antonio, Texas  78257
_________________________        Telephone: 210-447-5629
______________________________        Email: CommercialOperations@apachecorp.com


PAYMENT INSTRUCTIONS:
Producer                    Processor 
    Bank:  _____________________        c/o [***] 
    ABA: _____________________        Bank: [***] 
    _____________________            ABA: [***] 
    Acct: _____________________        [***] 
                            Acct: [***]
ARTICLE XVII 
DISPUTE RESOLUTION


Section 17.1    Negotiation.  Prior to submitting any dispute for resolution by a court, a Party shall provide written notice of such dispute to the other Party.  If the Parties fail to resolve the dispute within fifteen (15) Business Days after such notice is 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 available remedies; provided, however, this Section 17.1 shall not limit a Party’s right to initiate litigation prior to the expiration of the time periods set forth in this Section 17.1 if application of such limitations would prevent a Party from filing a Claim within the applicable period for filing lawsuits (e.g. statutes of limitation, prescription, etc.) or would otherwise prejudice or harm a Party. 
Section 17.2    Jurisdiction and Venue.
(a)    Each Party agrees that the appropriate, exclusive and convenient forum for any disputes between the Parties arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in Houston, Texas, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.  The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts.
(b)    Each Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection (including, without limitation, the defense of 


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Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



inconvenient forum) which it 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 any court referred to in paragraph (a) above.  
ARTICLE XVIII 
 
TERM
Section 18.1    Primary Term; Producer’s Right to Extension.  This Agreement is effective as of the Effective Date and shall continue in full force and effect until March 31, 2032 (the “Primary Term”); provided that Producer shall have two (2) successive options to extend the Primary Term by five (5) Years each.  Each five (5)-Year Primary Term extension shall occur automatically unless Producer gives Processor at least nine (9) Months’ prior written notice that it does not wish to extend the Primary Term.  Unless terminated at the end of the Primary Term by either Party giving at least six (6) Months’ prior written notice, this Agreement shall continue after the Primary Term on a Year-to-Year basis unless terminated at the end of any Yearly extension period by either Party giving at least six (6) Months’ prior written notice.  For purposes of this Agreement, the period during which this Agreement continues in full force and effect prior to any termination pursuant to this Agreement is referred to herein as the “Term”.
Section 18.2    Termination of Gathering Agreement.  Notwithstanding anything to the contrary in this Article XVIII, Producer shall have the right to terminate this Agreement upon the termination or expiration of that certain Gas Gathering Agreement between Producer and Alpine High Gathering LP dated [_________].  
ARTICLE XIX 
 
MISCELLANEOUS
Section 19.1    Confidentiality.  Producer’s 2-Year Forecast delivered to Processor pursuant to Section 2.1(b) and all other information received by Processor pursuant to the terms of this Agreement which involves or in any way relates to Producer’s production estimates, development plans, and/or other similar information shall be kept strictly confidential by Processor, and Processor shall not disclose any such information to any third Person or use any such information for any purpose other than performing under this Agreement, provided, however, Processor may disclose such information to those of its legal counsel, accountants, and other representatives with a specific need to know such information for purposes of Processor’s performance under this Agreement or enforcement of this Agreement or as required by applicable Law, provided such third Persons have likewise agreed in writing to the confidentiality and non-use restrictions set forth herein.  In the event Processor is required by Law to disclose any such information, Processor shall first notify Producer in writing as soon as practicable of any proceeding of which it is aware that may result 


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Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



in disclosure and shall use all reasonable efforts to prevent or limit such disclosure.  Producer’s confidential information shall not include information that Processor can satisfactorily demonstrate was: (a) rightfully in the possession of Processor prior to Producer’s disclosure hereunder, (b) in the public domain prior to Producer’s disclosure hereunder, (c) made public by any Governmental Authority; (d) supplied to Processor without restriction by a third party who is under no obligation to Producer to maintain such confidential information in confidence; or (e) independently developed by Processor.  The confidentiality requirements and non-use restrictions set forth herein shall survive termination or expiration of this Agreement for two (2) Years after such termination or expiration.  Notwithstanding anything else in this Agreement, the Parties agree that there is not an adequate remedy at law for any breach of these confidentiality and non-use restrictions and, therefore, Producer shall be entitled (without the posting of any bond) to specific performance and injunctive relief restraining any breach hereof, in addition to any other rights and remedies which it may have or be entitled. 
Section 19.2    Independent Contractor. Notwithstanding anything else in this Agreement, Processor undertakes its obligations under this Agreement as an independent contractor, at its sole risk, and all Persons carrying out any of Processor’s obligations set forth herein for or on behalf of Processor are or shall be deemed employees, contractors, subcontractors, agents, and/or representatives of Processor, subject to the direction and control of Processor.  Processor is to determine the manner, means, and methods in which such Persons shall carry out their work to attain the results contemplated by this Agreement, consistent with the general coordinative efforts and suggestions of Producer with respect to the work.  Nothing in this Agreement or inferred from any action of either Party shall be taken to establish the relationship of master and servant or principal and agent between Producer and Processor.
Section 19.3    Rights; Waivers.  The failure of either Party to exercise any right granted hereunder shall not impair nor be deemed a waiver of that Party’s privilege of exercising that right at any subsequent time or times.  No waiver by either Party of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly provided.
Section 19.4    Applicable Laws.  This Agreement is subject to all valid present and future Laws of any Governmental Authority(ies) now or hereafter having jurisdiction over the Parties, this Agreement, or the Services performed or the facilities utilized under this Agreement.
Section 19.5    Governing Law.  This Agreement shall be governed by, construed, and enforced in accordance with the Laws of the State of Texas, without regard to any choice of law principles that would require the application of the Laws of any other jurisdiction, PROVIDED, HOWEVER, THAT NO LAW, THEORY, OR PUBLIC POLICY SHALL BE GIVEN EFFECT WHICH WOULD UNDERMINE, DIMINISH, OR REDUCE THE EFFECTIVENESS OF EACH PARTY’S WAIVER OF SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, AND EXEMPLARY DAMAGES SET FORTH IN SECTION 19.9 OR WAIVER OF THE RIGHT TO CERTAIN REMEDIES SET FORTH IN SECTION 19.10, IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES THAT 


Page 34


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



SUCH WAIVERS ARE TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING ANY PRE-EXISTING CONDITION OR THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT), GROSS NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY, OR OTHER LEGAL FAULT OF ANY PARTY HERETO, OR OTHERWISE.
Section 19.6    Assignments.  This Agreement, including any and all renewals, extensions, and amendments hereto, and all rights, title, and interests contained herein, shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, and assigns, the assigns of all or any part of Processor’s right, title, or interest in the Processor’s Facilities, and the assigns of all or any part of Producer’s Interests in the Dedicated Area, and each Party’s respective obligations hereunder shall be covenants running with the lands underlying or included in any such assets.  Neither Party shall Transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed, or conditioned; provided, however, that either Party may Transfer any of its rights or obligations under this Agreement to any Affiliate of such Party without the prior written consent of the other Party and that, in connection with a Transfer of all or any portion of the Dedicated Area, Producer shall Transfer its corresponding rights and obligations under this Agreement without the need for the prior written consent of Processor.  Any Transfer of this Agreement shall expressly require that the assignee assume and agree to discharge the duties and obligations of its assignor under this Agreement, and the assignor shall be released from the duties and obligations arising under this Agreement which accrue after the effective date of such Transfer.  Processor shall not Transfer its rights and interests in the Processor’s Facilities, in whole or in part, unless the transferee of such interests agrees in writing to be bound by the terms and conditions of this Agreement.  No Transfer of this Agreement or of any interest of either Party shall be binding on the other Party until such other Party has been notified in writing of such Transfer and furnished with reasonable evidence of same.  No such Transfer of this Agreement or of any interests of either Party shall operate in any way to enlarge, alter, or modify any obligation of the other Party hereto.  Any Person that succeeds by purchase, merger, or consolidation with a Party hereto shall be subject to the duties and obligations of its predecessor in interests under this Agreement.
Section 19.7    Entire Agreement.  This Agreement constitutes the entire agreement of the Parties and supersedes all prior understandings, agreements, representations, and/or warranties by or among the Parties, written or oral, with respect to the subject matter hereof.  No other representations, warranties, understandings, or agreements shall have any effect on this Agreement. 
Section 19.8    Amendments.  This Agreement may not be amended or modified in any manner except by a written document signed by both Parties that expressly amends this Agreement.  
Section 19.9    LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (COLLECTIVELY, “CONSEQUENTIAL DAMAGES”) RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE BREACH THEREOF OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT OR WARRANTY, OR 


Page 35


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



OTHERWISE.  IN FURTHERANCE OF THE FOREGOING, EACH PARTY RELEASES THE OTHER PARTY AND WAIVES ANY RIGHT OF RECOVERY FOR CONSEQUENTIAL DAMAGES SUFFERED BY SUCH PARTY, REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE CAUSED BY THE OTHER PARTY’S NEGLIGENCE (AND REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE, JOINT, CONCURRENT, ACTIVE, PASSIVE, OR GROSS), FAULT, OR LIABILITY WITHOUT FAULT.  PROCESSOR UNDERSTANDS THAT PRODUCER IS RELYING ON PROCESSOR’S PERFORMANCE UNDER THIS AGREEMENT TO ENABLE PRODUCER TO MEET ITS OBLIGATIONS UNDER DOWNSTREAM CONTRACTS, AND PROCESSOR EXPRESSLY AGREES THAT ANY DAMAGES SUFFERED BY PRODUCER UNDER ANY SUCH DOWNSTREAM CONTRACT AS A RESULT OF PROCESSOR’S UNEXCUSED FAILURE TO PERFORM UNDER THIS AGREEMENT SHALL BE CONSIDERED DIRECT DAMAGES.
Section 19.10    RIGHTS AND REMEDIES.  NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT THAT MAY BE CONSTRUED TO THE CONTRARY, A PARTY’S SOLE REMEDY AGAINST THE OTHER PARTY FOR NON-PERFORMANCE OR BREACH OF THIS AGREEMENT OR ANY OTHER CLAIM OF WHATSOEVER NATURE ARISING OUT OF THIS AGREEMENT OR OUT OF ANY ACTION OR INACTION BY A PARTY IN RELATION HERETO SHALL BE IN CONTRACT AND EACH PARTY EXPRESSLY WAIVES ANY OTHER REMEDY IT MAY HAVE IN LAW OR EQUITY, INCLUDING, WITHOUT LIMITATION, ANY REMEDY IN TORT.
Section 19.11    Replacement Indices.  In the event a published index or rate required hereunder is not available, the Parties shall promptly agree upon an alternative index or rate to be utilized, upon either Party giving written notice to the other that an alternative index or rate is needed.  Such alternative index or rate shall be effective retroactively to the date on which the original index or rate ceased to be available.  If the Parties have not agreed on an alternative index or rate by the end of the fifth (5th) Business Day after notice was given, then each Party shall, by the end of the fifteenth (15th) Business Day after the notice was given, prepare a list of three alternative published and industry recognized indices or rates to replace the index or rate that has become unavailable.  The first common item that appears on each of the lists shall be the alternative index or rate.  If there is more than one common item on both lists, the one appearing first on both lists, giving priority to the list first submitted by one Party to the other, shall be the alternative index or rate.  If no common item appears on the lists, each Party may strike in turn, one item from the other Party’s list until only one item remains on each list.  The alternative index or rate will then be determined from the two remaining items by coin flip.  If either Party fails to deliver a list, the first item appearing on the submitting Party’s list will govern and prevail to determine the alternative index or rate.
Section 19.12    No Partnership.  Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust, fiduciary, or partnership duty, obligation, or liability on or with regard to either Party.


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Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Section 19.13    Rules of Construction. In construing this Agreement, the following principles shall be followed:
(a)    no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement;
(b)    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/or conditions hereof;
(c)    examples shall not be construed to limit, expressly or by implication, the matter they illustrate;
(d)    the word “includes” and its syntactical variants mean “includes, but is not limited to” and corresponding syntactical variant expressions; and
(e)    the plural shall be deemed to include the singular and vice versa, as applicable.
Section 19.14    No Third Party Beneficiaries. Except for Persons expressly indemnified hereunder, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and shall not inure to the benefit of any other Person, it being the intention of the Parties that no third Person shall be deemed a third-party beneficiary of this Agreement.
Section 19.15    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.
Section 19.16    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.
Section 19.17    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.
Section 19.18    Survival.  The terms of this Agreement which by their nature should reasonably be expected to survive termination or expiration of this Agreement shall survive, including, without limitation, Article XI (Audit Rights), Article XIII (Indemnification), Article XVII (Dispute Resolution), Section 19.1 (Confidentiality), Section 19.5 (Governing Law), Section 19.9 (Limitation of Liability), Section 19.10 (Rights and Remedies), this Section 19.18 (Survival), and the obligations of either Party under any provision of this Agreement to make payment hereunder.
Section 19.19    Financial Assurance. If either Party has reasonable grounds for insecurity regarding the performance of any payment obligation under this Agreement (whether or not then due) by the other Party or that other Party’s guarantor, if any, including, without limitation, the occurrence of a material adverse change in the creditworthiness of the other Party, a Party may demand Adequate Assurance of Performance.  A demand by a Party seeking Adequate Assurance of Performance shall be in writing and shall include an explanation in reasonable detail of the calculation of the Adequate Assurance of Performance demand.  “Adequate Assurance of 


Page 37


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)




CONFIDENTIAL TREATMENT REQUESTED



Performance” shall mean sufficient security in the form, amount, and for a term, and from an issuer, all reasonably acceptable to the Party seeking assurance, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a security interest in an asset, or a guaranty.  If either Party does not give Adequate Assurance of Performance in accordance with the terms of this Agreement within - ten (10) Business Days of a written request by the other Party, the Party making a reasonable request for Adequate Assurance of Performance has the right to immediately suspend deliveries or receipts, as applicable, under this Agreement with immediate effect until such time sufficient security is provided. 
Section 19.20    Changes in Laws.  If following the Effective Date there is a change in any Law or legal requirement affecting the Services provided by Processor which, in the reasonable judgment of Processor, materially adversely affects the economics for Processor of the Services provided under this Agreement, then, upon notice by Processor to Producer, the Parties will as promptly as practicable meet to negotiate in good faith such changes to the terms of this Agreement as may be necessary or appropriate to preserve and continue for the Parties the rights and benefits originally contemplated for the Parties by this Agreement, with such amendment to this Agreement to be effective no later than the effective date of such new or amended applicable Law. If the Parties cannot agree on replacement terms, then either party may terminate this Agreement by giving the other party written notice of termination. Such termination will be effective no earlier than sixty (60) Days after the date of the notice.
Section 19.21    Exhibits.  The following exhibits are attached to this Agreement and are incorporated herein by this reference:
Exhibit A    -    Dedicated Area
Exhibit B    -    Delivery Points and Redelivery Points
Exhibit C    -    Fees and FL&U
Exhibit D    -    Gas Quality Specifications
Exhibit E    -     Take In-Kind Terms
Exhibit F    -     Allocation Methodologies
Exhibit G     -    Form of Memorandum of Agreement
Exhibit H    -    Form of Memorandum of Release


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

	 
	 

	[____________]
	ALPINE HIGH PROCESSING LP

	 
	By: Alpine High Subsidiary GP LLC, its general partner

	 
	 

	By:                    
Name:                 
Title:                    
	By:                    
Name:                 
Title:                    








Page 38


Gas Processing Agreement dated [______________]
Between Alpine High Processing LP (Processor) and [_____________] (Producer)





CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT A
to
Gas Processing Agreement dated [____________] between
Alpine High Processing LP (“Processor”) and
[____________] (“Producer”)


DEDICATED AREA


“Dedicated Area” shall mean the following lands as further described in the map (the area within the red border) and table below, as the same may be updated annually pursuant to Section 2.1(b).  In the event of a conflict between the map and the table, the map shall control.


[Insert map with boundaries around each block containing any property assigned to
transferee producer]


[Insert description of property assigned to transferee producer]
	
					
	Section
	Block
	Survey
	County
	WI%

	 
	 
	 
	 
	 








Exhibit A – Page 1



CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT B
to
Gas Processing Agreement dated [____________] between
Alpine High Processing LP (“Processor”) and
[____________] (“Producer”)


Processor shall update Exhibit B on January 1, April 1, July 1, and October 1 of each Year to include any additional points that have been placed into service


DELIVERY POINTS AND REDELIVERY POINTS


LOW PRESSURE DELIVERY POINTS
	
				
	Delivery Point Name
	Location
	MAOP
	Required Pressure






HIGH PRESSURE RECEIPT POINTS
	
			
	Receipt Point Name
	Meter Number
	MAOP






HIGH PRESSURE DELIVERY POINTS
	
			
	Delivery Point Name
	Meter Number
	MAOP






RESIDUE GAS REDELIVERY POINTS
	
		
	Redelivery Point Name
	Meter Number






PLANT PRODUCTS REDELIVERY POINTS
	
		
	Redelivery Point Name
	Meter Number








Exhibit B - Page 1



CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT C
to
Gas Processing Agreement dated [____________] between
Alpine High Processing LP (“Processor”) and
[____________] (“Producer”)


FEES AND FL&U


Fees:


1. Central Conditioning Fee: [$[***]] per Mcf of Producer’s Non-Processable Gas delivered to a Central Conditioning Facility.


2. Central Processing Fee: (a) From the Effective Date through December 31, 2020, [$[***]] per Mcf of Producer’s Processable Gas delivered only to a Central Processing Facility, and (b) from January 1, 2021, through the remainder of the Term, [$[***]] per Mcf of Producer’s Processable Gas delivered only to a Central Processing Facility. 


3. Cryogenic Processing Fee: [$[***]] per Mcf of Producer’s Processable Gas delivered to a Cryogenic Processing Facility. 
[Insert then effective fees under Alpine High/Apache anchor shipper form]




FL&U:  
1. FL&U at Central Conditioning Facilities: Producer will be allocated its proportionate share of actual FL&U but not to exceed [***]% of Producer’s Non-Processable Gas in MMBtu (the “Non-Processable Gas FL&U Cap”). 
a)Fuel for electric power that Processor purchases shall be determined each Month by the following equation: GEE (CCF) = (MEUCC x EPRCC)/GPCC 
Where: 
GEE (CCF) = Gas Electric Equivalent at the Central Conditioning Facilities, which means an amount of MMBtus that may be included as the electric power component of FL&U.
MEUCC = Measured Electrical Use, means Producer’s pro rata share of electricity usage expressed in kilowatt-hours, used in lieu of gas-driven equipment, limited only to motors used for compression.
EPRCC = The electric power rate actually paid by Processor for electricity at Central Conditioning Facilities, in $/kWh. 


Exhibit C – Page 1






CONFIDENTIAL TREATMENT REQUESTED



GPCC = Gas Price, means the greatest of (i) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for West Texas “Waha”, (ii) 98.7% of Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for HSC less $0.46 per MMBtu, or (iii) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for El Paso Permian.
Electric power that Processor generates shall not be considered in the calculation of FL&U. 
		
	b)
	FL&U for Gas shall be determined each Month by the following equation:


GF (CCF) = X-Y
Where:
GF (CCF) = Gas FL&U at the Central Conditioning Facilities, which means an amount of MMBtus retained as fuel and/or system loss by Processor 
X = Producer’s Non-Processable Gas in MMBtu delivered to applicable Receipt Points less buyback gas redelivered to Producer upstream of the Delivery Points
Y = Producer’s Non-Processable Gas in MMBtu redelivered to the discharge of the Central Conditioning Facilities
In the event that the sum of (i) GEE (CCF) and (ii) GF (CCF) exceeds the Non-Processable Gas FL&U Cap, then the FL&U at Central Conditioning Facilities will be reduced to the Non-Processable Gas FL&U Cap. 
2. FL&U at Central Processing Facilities and Cryogenic Processing Facilities: Producer will be allocated its proportionate share of actual FL&U but not to exceed [***]% of Producer’s Processable Gas in MMBtu (the “Processable Gas FL&U Cap”); provided that during periods when a Cryogenic Processing Facility is Operational, the Processable Gas FL&U Cap shall be [***]% of Producer’s Processable Gas in MMBtu. 
		
	a)
	Fuel for electric power that Processor purchases shall be determined each Month by the following equation:


GEE (PF) = (MEUPF  x EPRPF) /GPPF 
Where: 
GEE (PF) = Gas Electric Equivalent at the Central Processing Facilities and Cryos, which means an amount of MMBtus that is included as the electric power component of FL&U 
MEUPF = Measured Electrical Use, means Producer’s pro rata share of electricity usage expressed in kilowatt-hours, used in lieu of gas-driven equipment, limited 


Exhibit C – Page 2






CONFIDENTIAL TREATMENT REQUESTED



only to motors used for field compression, Cryo and Central Processing Facilities recompression, and Cryo refrigeration recompression.  
EPRPF = The electric power rate actually paid by Processor for electricity at Cryos and Central Processing Facilities, in $/kWh. 
GPPF = Gas Price, means the greatest of (i) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for West Texas “Waha”, (ii) 98.7% of Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for HSC less $0.46 per MMBtu, or (iii) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for El Paso Permian. (iii).
Electric power that Processor generates shall not be considered in the calculation of FL&U. 
		
	b)
	FL&U for Gas shall be determined each Month by the following equation:


GF (PF) = CI - RG - S
Where:
GF (PF) = Gas FL&U means an amount of MMBtus retained as fuel and/or system loss by Processor 
CI = All Producer’s Processable Gas in MMBtu delivered to applicable Receipt Points less buyback gas redelivered to Producer upstream of the Delivery Points
RG = Producer’s Residue Gas at the Cryos and Central Processing Facilities, in MMBtu
S = Producer’s Cryo and Central Processing Facilities Shrinkage as defined in Exhibit F, Paragraph 5 
In the event that the sum of (i) GEE (PF) and (ii) GF (PF) exceeds the Processable Gas FL&U Cap, then the FL&U at the Central Processing Facilities and Cryos will be reduced to the Processable Gas FL&U Cap.




Exhibit C – Page 3







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT D-1
to
Gas Processing Agreement dated [____________] between
Alpine High Processing LP (“Processor”) and
[____________] (“Producer”)


GAS QUALITY SPECIFICATIONS  
(Central Processing Facility and Cryogenic Processing Facility)




		
	1.
	The Gas shall be free of objectionable liquids and solids and other impurities, including, but not limited to, methanol, and shall be commercially free from dust, gum, gum-forming constituents, free water, and other liquids and solids.


		
	2.
	The Gas shall have zero (0) parts per million of oxygen.


		
	3.
	The Gas shall not contain more than four (4) parts per million by volume of hydrogen sulfide.


		
	4.
	The Gas shall not have a carbon dioxide content in excess of two (2) percent by volume.


		
	5.
	The Gas shall not have nitrogen content in excess of two (2) percent by volume.


		
	6.
	The Gas shall be received at a temperature not in excess of one hundred twenty (120) degrees Fahrenheit and not less than thirty-five (35) degrees Fahrenheit.




Exhibit D – Page 1






CONFIDENTIAL TREATMENT REQUESTED



Exhibit D - Page 1




EXHIBIT D-2
to
Gas Processing Agreement dated [____________] between
Alpine High Processing LP (“Processor”) and
[____________] (“Producer”)


GAS QUALITY SPECIFICATIONS 
(Central Conditioning Facility)




		
	1.
	The Gas shall be free of objectionable liquids and solids and other impurities, including, but not limited to, methanol, and shall be commercially free from dust, gum, gum-forming constituents, free water, and other liquids and solids.


		
	2.
	The Gas shall have zero (0) parts per million of oxygen.


		
	3.
	The Gas shall not contain more than fifty (50) parts per million by volume of hydrogen sulfide.


		
	4.
	The Gas shall not have a carbon dioxide content in excess of four (4) percent by volume.


		
	5.
	The Gas shall not have nitrogen content in excess of two (2) percent by volume.


The Gas shall be received at a temperature not in excess of one hundred twenty (120) degrees Fahrenheit and not less than thirty-five (35) degrees Fahrenheit.






Exhibit D – Page 2







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT E
to
Gas Processing Agreement dated [____________] between
Alpine High Processing LP (“Processor”) and
[____________] (“Producer”)


TAKE IN-KIND TERMS


For any Calendar Year during which Producer elects under Section 2.5 of the Agreement to take its Residue Gas and/or Plant Products in-kind, the following terms shall apply:
I. Nominations. Processor and Producer agree that scheduling and commencement of service shall be consistent with the downstream receiving pipeline or transporter nomination requirements.  Whenever Producer’s Residue Gas is to be scheduled or nominated hereunder, each Party shall provide to the other Party all information required for such nominations and confirmations with upstream and downstream pipelines or transporters.  Producer may but shall not be required to provide Processor with Plant Product nominations.
(a)Delivery Point Nominations.  Producer shall not be required to provide Processor with nominations of the Producer’s Gas at the Delivery Point(s), however, Producer shall provide volume forecast information pursuant to Section 2.1(b) of the Agreement, for Processor’s general capacity planning purposes by Delivery Point.
(b)Operational Information.  Processor shall use reasonable efforts to provide daily information related to Delivery Point volume, Plant Product composition, and historical volume information in order to assist with Producer’s nominations below.  Processor shall use reasonable efforts to make nomination changes as necessary, based on the information provided by Producer, at the Redelivery Points to minimize imbalances.
(c)Redelivery Point Nominations.
i.Producer shall make all necessary arrangements with pipelines or other third parties downstream of the Residue Gas Redelivery Points in order to help manage Processor’s delivery of Producer’s Residue Gas.  Those arrangements must be coordinated with Processor, and Processor shall coordinate such arrangements with Producer and such downstream pipelines or other third parties.
ii.Residue Gas.  No later than 12:00 PM on the fifth (5th) Business Day prior to the beginning of each Month, but no later than one (1) Business Day prior to the nomination deadline each Month for the applicable downstream pipeline(s) receiving Residue Gas at the Residue Gas Redelivery Points, Processor shall notify Producer of the estimated quantity of Producer’s Residue Gas per Day for each Residue Gas Redelivery Point, provided that nominations at the Residue Gas 


Exhibit E – Page 1






CONFIDENTIAL TREATMENT REQUESTED



Redelivery Points are subject to confirmation by the downstream pipeline.  By 7:00 AM on the day prior to gas flow, Processor shall notify Producer of the estimated quantity of Producer’s Residue Gas available for next day’s flow for each Residue Gas Redelivery Point.  By 10:30 AM on the day prior to gas flow, Producer shall provide a nomination form to Processor, indicating downstream pipeline contract number, downstream delivery point and counterparty.  If Producer does not provide a nomination form to Processor, the prior nomination shall remain in effect until such time as when Producer provides notice to Processor to revise the prior nomination.  Processor will use reasonable efforts to confirm any nomination change requested by Producer after the nomination deadline.  Processor reserves the right, from time to time, to revise its nomination procedures, subject to Producer’s consent which shall not be unreasonably withheld.  
iii.Producer will make all necessary arrangements with pipelines or other third parties downstream of the Plant Products Redelivery Points in order to facilitate Processor’s delivery of Plant Products.  No later than one (1) Business Day prior to the nomination deadline each Month for the applicable downstream pipeline(s) receiving Plant Products, Producer will notify Processor of the estimated quantity of Plant Products per Day, provided that nominations at each Redelivery Point are subject to confirmation by the downstream pipeline.  At any time, Producer may adjust its nomination prospectively for the remainder of such Month by providing Processor notice prior to the nomination deadline of the applicable downstream pipeline.
(d)Processor and Producer shall immediately inform each other of any discovered unanticipated changes in deliveries at either the Delivery Point(s) or Redelivery Point(s).  Nominations may be made by telephone, but shall be confirmed in writing by e-mail, facsimile, or other electronic means to Processor’s Gas Control Department.
II.Balancing.  Subject to the provisions of the Agreement, Processor shall accept at the Delivery Point a Daily quantity of Producer’s Gas at the Delivery Points and redeliver Producer’s Residue Gas and Producer’s Plant Products allocated to such Producer’s Gas at the Residue Gas Redelivery Points and Plant Products Redelivery Point, respectively.  All quantities received in accordance with the Agreement at the Delivery Points and all deliveries of Producer’s Residue Gas in accordance with this Agreement at the Residue Gas Redelivery Point shall be balanced on a Btu basis, and all such quantities referred to in the Agreement shall be adjusted for the Gross Heating Value thereof.  Processor shall provide Producer reasonable flexibility in adjusting nominations provided however, that providing Producer such flexibility in adjusting nominations shall be subject to Processor not incurring financial harm or loss as a result of Producer’s actions.  Processor shall use its best efforts to enter into, and maintain in good standing, operational balancing agreements with the downstream receiving pipelines at each of the Residue Gas Redelivery Points and Plant Products Redelivery Points.  Processor shall not impose balancing guidelines on Producer that are more stringent than those imposed on Processor under the operational balancing agreements with the applicable downstream receiving pipeline.  When operational balancing agreements are effective between Processor and an applicable downstream pipeline (and the applicable downstream pipeline keeps 


Exhibit E – Page 2






CONFIDENTIAL TREATMENT REQUESTED



Producer whole on its nominations each Month) and an imbalance is caused solely by Producer and Processor incurs a cash out, penalty, or settlement due to said imbalance, then Producer shall reimburse Processor for such cash out, penalty or settlement incurred by Processor pursuant to the terms of the applicable operational balancing agreement, to the extent such cash out, penalty, or settlement is caused by Producer.  Processor shall provide an invoice to Producer for same, along with reasonable documentation evidencing same, and Producer shall reimburse Processor for same in accordance with the payment terms set forth in Article X of the Agreement.
III.Imbalances. Because of dispatching and other causes outside of Processor’s reasonable control, imbalances may occur between the total heating value of the Residue Gas delivered to downstream pipelines at the Residue Gas Redelivery Points for Producer’s account and the allocated quantity of Residue Gas attributable to Producer’s Gas.  Similarly, imbalances may occur between the allocated volumes of Producer’s Plant Products that are delivered to downstream pipelines at the Plant Products Redelivery Points for Producer’s account and the allocated Plant Products attributable to Producer’s Gas. 
(a) Residue Gas Redelivery Point. For imbalance events at Residue Gas Redelivery Points where Processor does not have an operational balancing agreement in place, the Parties agree to settle imbalances through a monthly cash out.  The monthly cash out price shall be the simple average of (i) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for El Paso Permian and (ii) Inside F.E.R.C’s Gas Market Report in its first publication of the delivery month for “Prices of Spot Gas Delivered to Pipeline” for West Texas “Waha”.  
(b) Plant Products Redelivery Points.  For imbalance events at Plant Products Redelivery Points where Processor does not have an operational balancing agreement in place, the Parties agree to settle imbalances through a monthly cash out.  The monthly cash out price shall be based on Producer’s weighted average sales price for that month.  
IV.Curtailment.  Processor shall use reasonable efforts to provide timely notification to Producer by telephone, with subsequent e-mail notification, of the potential size and duration of any unscheduled capacity disruption. If Producer does not adjust its nomination within two hours after receiving notification from Processor, then Processor may adjust Producer’s nomination and/or not confirm the nominations requested by Producer in the next nomination cycle. If Producer does not adjust its nomination as reasonably requested by Processor, and such failure to adjust nominations could materially impact operations at the Processor’s Facilities, Processor may curtail or shut in Gas for a reasonable period of time.




Exhibit E – Page 3







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT F
to
Gas Processing Agreement dated [____________] between
Alpine High Processing LP (“Processor”) and
[____________] (“Producer”)


ALLOCATION METHODOLGIES
(Central Processing Facility and Cryogenic Processing Facility)


1.Plant Products Allocable to Producer.  The quantity of each Plant Product component allocable to Producer’s Processable Gas that was delivered to the Central Processing Facilities and the Cryogenic Processing Facilities shall be determined by multiplying the total quantity of each Plant Product component recovered at all Central Processing Facilities and Cryogenic Processing Facilities (including any condensate recovered from Producer’s Gas) by a fraction.  The numerator shall be the theoretical gallons of that Plant Product component contained in Producer’s Gas at the low pressure Receipt Point less any buyback volumes redelivered to Producer upstream of the Delivery Point, measured pursuant to Section 5.10, and the denominator shall be the total theoretical gallons of that component contained in all Gas at all receipt points where Gas was first gathered and delivered to Processor and processed at the Central Processing Facilities and Cryogenic Processing Facilities. 
2.Residue Gas Allocable to Producer.  The MMBtus of Residue Gas allocable to Producer’s Processable Gas that was delivered to the Central Processing Facilities and the Cryogenic Processing Facilities shall be determined by multiplying the total MMBtus of Residue Gas measured at all Central Processing Facilities and Cryogenic Processing Facilities by a fraction; provided that in the event that Producer’s proportionate share of actual FL&U at the Central Processing Facilities and Cryos, as calculated pursuant to Exhibit C, FL&U Paragraph 2, exceeds the Processable Gas FL&U Cap, the total MMBtus of Residue Gas measured at all Central Processing Facilities and Cryogenic Processing Facilities shall be increased by an amount sufficient to acknowledge the Processable Gas FL&U Cap.  The numerator of such fraction shall be Producer’s Theoretical Residue Gas, as defined below, and the denominator shall be the total theoretical MMBtus of Residue Gas contained in all Gas at all receipt points where Gas was first gathered and delivered to Processor and processed at all Central Processing Facilities and Cryogenic Processing Facilities.  Producer’s Theoretical Residue Gas shall be determined by the following equation:
PTRG = A - S 
where:


PTRG = Producer’s Theoretical Residue Gas in MMBtus


Exhibit F – Page 1






CONFIDENTIAL TREATMENT REQUESTED





A = The aggregate volume of Producer’s Processable Gas measured at all low pressure Receipt Points less buyback gas redelivered to Producer upstream of the Delivery Point in MMBtu


S = Producer’s allocated share of Shrinkage as defined in Exhibit F, Paragraph 5 




3.Central Processing Facilities Inlet Volume (“Producer’s CPF Volumes”).  The aggregate volume of Producer’s Processable Gas delivered to all Central Processing Facility inlets shall be determined by the following equation:
CPFV = A – CI 
where:
CPFV = Producer’s CPF Volumes 
A = The aggregate volume of Producer’s Processable Gas measured at all low pressure Receipt Points less buyback gas redelivered to Producer upstream of the Delivery Point in Mcf
CI = Producer’s Cryo Volumes, as defined in Exhibit F, Paragraph 4


4.Cryogenic Processing Facilities Inlet Volume (“Producer’s Cryo Volumes”). The aggregate volume in Mcf of Producer’s Gas delivered to all Cryo inlets shall be determined by the following equation: 


CI =  ((CD+CC) /CE) x A
where:


CI = Producer’s Cryo Volumes


CD = The aggregate volume of Processable Gas in Mcf metered at  all high pressure Receipt Points entering the high pressure gathering pipeline




Exhibit F – Page 2






CONFIDENTIAL TREATMENT REQUESTED



CC = The total compressor condensate volumes (converted to Mcf) metered at the discharge of the compressor prior to entering the high pressure gathering pipeline


CE = The aggregate volume of Processable Gas in Mcf metered at all low pressure Receipt Points entering the low pressure gathering pipeline
A = The aggregate volume of Producer’s Processable Gas measured at all low pressure Receipt Points less buyback gas redelivered to Producer upstream of the Delivery Point in Mcf




5.Central Processing Facilities and Cryogenic Processing Facilities Shrinkage (“Shrinkage”).  Producer’s share of shrinkage at the Central Processing Facilities and the Cryos will be determined by converting each individual component of Producer’s Plant Products, extracted and allocated to Producer at the aggregate of all the Central Processing Facilities and all the Cryos, to its respective heating value (as measured in MMBtu) by using the conversion factors published in the Gas Processor’s Association GPA Publication 2145-16, or any subsequent revision thereof in effect at the time such calculation is performed, and adjusted to a pressure base of 14.65 psia and a temperature of 60° Fahrenheit. 


6.Allocations of Plant Products and Residue Gas hereunder shall be based on the aggregate recoveries within all Central Processing Facilities and Cryogenic Processing Facilities and not based on each individual Central Processing Facility or Cryogenic Processing Facility.




Exhibit F – Page 3







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT G
to
Gas Processing Agreement dated [____________] between
Alpine High Processing LP (“Processor”) and
[____________] (“Producer”)


FORM OF MEMORANDUM OF AGREEMENT


State of Texas     §
§
County of [____]    §


MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into this __ day of ______________, 20__ (the “Effective Date”) between Alpine High Processing LP, a Delaware limited partnership (“Processor”) and [____________], a [____________] (“Producer”). 
RECITALS
WHEREAS, Processor and Producer have entered into a certain Gas Processing Agreement dated [____________] (the “Agreement”), pursuant to which Producer dedicated Gas produced from the Dedicated Area for processing by Processor; and 
WHEREAS, the Parties wish to file this Memorandum of Agreement to put third parties on notice as to the existence of the Agreement.
		
	1.
	Dedication.




Producer’s interests in the acreage and/or well(s) set forth on Exhibit A hereto (“Dedicated Area”) are dedicated to Processor for processing.  The Agreement is for an initial term ending on March 31, 2032, but subject to extension, renewal, and/or termination as more particularly provided therein.


		
	2.
	Incorporation of Agreement and Effect of Memorandum.




The sole purpose of this Memorandum of Agreement is to give notice to third parties of the existence of the Agreement and the rights of Processor in and to Producer’s Gas from the Dedicated Area.  This Memorandum shall not modify in any manner any of the terms and conditions of the Agreement, and nothing in this Memorandum is intended to and shall not be used to interpret the Agreement.  The provisions of the Agreement are hereby incorporated into this Memorandum of Agreement as if set out fully herein.  In the event of any irreconcilable conflict between the terms of this Memorandum and the terms of the Agreement, the terms of the Agreement shall govern and control for all purposes.


		
	3.
	Defined Terms.




Exhibit G – Page 1






CONFIDENTIAL TREATMENT REQUESTED



All capitalized terms not defined herein shall have the same meaning assigned such terms in the Agreement.


IN WITNESS WHEREOF, this Memorandum of Agreement is executed by Processor and Producer as of the date of acknowledgement of their signatures, but is effective for all purposes as of the Effective Date stated above.




PROCESSOR
ALPINE HIGH PROCESSING LP
By:    Alpine High Subsidiary GP LLC, its general partner
By:    
Name:    
Title:    




PRODUCER
[____________]
By: ________________________________
Name: ______________________________
Title: _______________________________


Exhibit G – Page 2






CONFIDENTIAL TREATMENT REQUESTED





STATE OF TEXAS                §
§
COUNTY OF [___________]            §


This instrument was acknowledged before me this       day of        , 20__ by [___________], the [__________] of Alpine High Subsidiary GP LLC, the general partner of Alpine High Processing LP, on behalf of such entity.
In witness whereof I hereunto set my hand and official seal.




NOTARIAL SEAL:                __________________________________________
Notary Public in and for the
State of Texas
     My Commission Expires:              
     Commission No.: 










STATE OF TEXAS                         §
                                                 §
COUNTY OF [___________]                             §


This instrument was acknowledged before me this       day of        , 20__ by [___________], the [__________] of [____________] on behalf of such entity.


In witness whereof I hereunto set my hand and official seal.




NOTARIAL SEAL:                __________________________________________
Notary Public in and for the
State of Texas
     My Commission Expires:              
     Commission No.: 












Exhibit G – Page 3






CONFIDENTIAL TREATMENT REQUESTED





EXHIBIT A
TO
MEMORANDUM OF AGREEMENT


DEPICTION OF DEDICATED AREA






Exhibit G – Page 4







CONFIDENTIAL TREATMENT REQUESTED



EXHIBIT H
to
Gas Processing Agreement dated [____________] between
Alpine High Processing LP (“Processor”) and
[____________] (“Producer”)


FORM OF MEMORANDUM OF RELEASE


State of Texas     §
§
County of [____]    §


MEMORANDUM OF RELEASE
This Memorandum of Release is entered into this __ day of ______________, 20__ (the “Effective Date”) between Alpine High Processing LP, a Delaware limited partnership (“Processor”) and [____________], a [____________] (“Producer”). 
RECITALS
WHEREAS, Processor and Producer have previously entered into a certain Gas Processing Agreement dated [____________] (the “Agreement”), pursuant to which Producer dedicated Gas produced from the Dedicated Area for processing by Processor; and 
WHEREAS, a Memorandum of Agreement dated [____________] was executed by Processor and Producer to give notice to third parties of the existence of the Agreement and the respective rights and obligations of Processor and Producer with respect thereto and with respect to the dedication as set forth therein; and 
WHEREAS, such Memorandum of Agreement was filed of record in Book ____, Page_____ of the real property records of [___] County, Texas; and
WHEREAS, the Parties wish to file this Memorandum of Release to put third parties on notice as to the release of certain Interests from the dedication.
		
	1.
	Release from Dedication.




The following Interests in the following acreage and/or well(s) (“Released Interests”) are hereby released from the dedication, as further set forth on Exhibit A hereto:


[Description of Released Interests]


		
	2.
	Incorporation of Agreement and Effect of Memorandum.


  
The sole purpose of this Memorandum of Release is to give notice to third parties of the existence of the Agreement, the rights of Processor in and to Producer’s Gas from the Dedicated Area, and the release of the Released Interests from the dedication.  This Memorandum shall not 


Exhibit H – Page 1






CONFIDENTIAL TREATMENT REQUESTED



modify in any manner any of the terms and conditions of the Agreement, and nothing in this Memorandum is intended to and shall not be used to interpret the Agreement.  The provisions of the Agreement are hereby incorporated into this Memorandum of Release as if set out fully herein.  In the event of any irreconcilable conflict between the terms of this Memorandum and the terms of the Agreement, the terms of the Agreement shall govern and control for all purposes.


		
	3.
	Defined Terms.


      All capitalized terms not defined herein shall have the same meaning assigned such terms in the Agreement.


IN WITNESS WHEREOF, this Memorandum of Release is executed by Processor and Producer as of the date of acknowledgement of their signatures, but is effective for all purposes as of the Effective Date stated above.




PROCESSOR
ALPINE HIGH PROCESSING LP
By:    Alpine High Subsidiary GP LLC
By:    
Name:    
Title:    




PRODUCER
[____________]
By: ________________________________
Name: ______________________________
Title: _______________________________


Exhibit H – Page 2






CONFIDENTIAL TREATMENT REQUESTED





STATE OF TEXAS                §
§
COUNTY OF [___________]            §


This instrument was acknowledged before me this       day of        , 20__ by [___________], the [__________] of Alpine High Subsidiary GP LLC, the general partner of Alpine High Processing LP, on behalf of such entity.
In witness whereof I hereunto set my hand and official seal.




NOTARIAL SEAL:                __________________________________________
Notary Public in and for the
State of Texas
     My Commission Expires:              
     Commission No.: 














STATE OF TEXAS                         §
                                                 §
COUNTY OF [___________]                             §


This instrument was acknowledged before me this       day of        , 20__ by [___________], the [__________] of [____________] on behalf of such entity.


In witness whereof I hereunto set my hand and official seal.




NOTARIAL SEAL:                __________________________________________
Notary Public in and for the
State of Texas
     My Commission Expires:              
     Commission No.: 












Exhibit H – Page 3






CONFIDENTIAL TREATMENT REQUESTED





EXHIBIT A
TO
MEMORANDUM OF RELEASE


DEPICTION OF RELEASED INTERESTS












Exhibit H – Page 4