EX-10.11



 Exhibit 10.11 

CLASSIC PIPELINE & GATHERING, LLC 

1301 McKinney, Suite 2100 

Houston, Texas 77010 

(713) 588-8300 
 SERVICE
AGREEMENT 
 May 1, 2014 
 Classic Hydrocarbons
Operating, LLC 
 1301 McKinney, Suite 2100 
 Houston, TX 77010

  

	Re:	Natural Gas Midstream Services Agreement 

 General Terms and Conditions dated
May 1, 2014 
 Between Classic Pipeline & Gathering, LLC (Gatherer) and 

Classic Hydrocarbons Operating, LLC (Producer) 

Gentlemen: 
 This Service Agreement
is agreed to by the Parties under the terms and conditions of the above General Terms and Conditions (the “General Terms”). Each capitalized term used but not otherwise defined herein shall have the meaning given to it in the
General Terms. Pursuant to the terms and conditions of the General Terms, Producer agrees to deliver to the Receipt Point(s) and to receive at the Delivery Point(s), and Gatherer agrees to receive at the Receipt Point(s), gather and redeliver to the
Delivery Point(s) Gas volumes and quantities as follows, subject to operational variances and Gatherer’s System Capacity: 
 Receipt
Point(s): See Exhibit A attached hereto. Downstream Flange of Gatherer’s Meter Stations where Gatherer connects Producer’s Gas at locations in Panola and Shelby Counties, Texas. The Meter Stations will be located at mutually agreeable
locations adjacent to Gatherer’s existing facilities. Producer will be responsible for the cost of all required facilities located upstream of the Receipt Point and will reimburse Gatherer for the actual cost of the Receipt Point installation
and any required meter modifications or installations incurred during the Effective Period. 
 Delivery Point(s): See Exhibit B attached
hereto. 
 Gathering Fee: $0.30 / MMBtu shall be assessed on Producer’s Allocated Actual Quantities attributable to the Receipt Point(s)
from the wells within the Contract Area (as set forth on Exhibit A attached hereto). The Gathering Fee set forth above shall be adjusted upward only, and annually on each May 1, beginning May 1, 2015 by multiplying the Gathering Fee by the
sum of (i) one, plus (ii) 3.5%. 
 Compression Fee and Fuel: Producer will pay Gatherer, (i) in-kind, its allocated share of
compressor fuel, and (ii) $0.07 per MMBtu per stage of compression actually utilized to move Producer’s Gas from Receipt Point(s) to Delivery Point(s), or from Delivery Point(s) to the Transporter(s). Such Compression Fee shall be assessed
on Producer’s Allocated Actual  








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May 1, 2014 
  

 Quantities attributable to the Receipt Point(s) from the wells within the Contract Area. The Compression Fee
set forth above shall be adjusted upward only, and annually on each May 1, beginning May 1, 2015 by multiplying the Compression Fee by the sum of (i) one, plus (ii) 3.5%. 

Contract Quantity (MMBtu/Day): Producer shall deliver all of Producer’s Delivery Capacity, up to the physical meter capacity for each Receipt
Point, from the wells committed and dedicated hereunder during the Effective Period. In the event Producer’s Delivery Capacity is greater than the applicable meter capacity, Shipper and Gatherer shall negotiate terms to expand measurement and/
or gathering and compression capacities in order to receive Producer’s gas. 
 Effective Period: From May 1, 2014 and continuing for an
initial term of nine (9) years and eight (8) months through December 31, 2023 (“initial term”), and year to year thereafter, until terminated by either Party upon at least one hundred and eighty (180) Days
advance written notice prior to the end of the initial term or any additional one (1) year term thereafter. 
 Dedication: Subject to the terms
and conditions of Section 13 of the General Terms, Producer hereby exclusively commits and dedicates to Gatherer for the performance of Midstream Services under this Service Agreement and the General Terms, without other disposition
(i) all of Producer’s acreage, leases and leasehold rights, and Producer’s Delivery Capacity from Producer’s wells located on the Contract Area acreage connected upstream of the Receipt Point(s) of Gatherer, and (ii) all Gas
produced from the acreage, leases and leasehold rights within each Contract Area owned or controlled by Producer (e.g., as lessee, joint owner, joint venture or as operator), and all production therefrom, both present and
future, whether now or hereafter developed thereon. Producer covenants to deliver or cause to be delivered to Gatherer at the Receipt Point(s) all of Producer’s Delivery Capacity without other dispositions, except as otherwise provided in
Section 13.4 of the General Terms. This dedication creates a real property right and covenant running with the lands, acreage, and leases committed and dedicated hereunder. 

MISCELLANEOUS TERMS & CONDITIONS AND SPECIAL PROVISIONS 

1. All Gas delivered by Producer and received by Gatherer at the Receipt Point(s) will meet or exceed the quality specifications as set forth
in Section 8 of the General Terms. 
 2. In the event of any inconsistency between the provisions of any Service Agreement(s) and the
General Terms, the provisions of the Service Agreement will prevail for the purposes of the relevant transaction. 








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May 1, 2014 
  

 If you are in agreement with the above, please so indicate same by signing in the space
provided below and by returning one (1) copy of this Service Agreement to me at the letterhead address above. 
 Very truly yours, 

 

			
	CLASSIC PIPELINE & GATHERING, LLC
	a Texas limited liability company
		
	By:	 	 /s/ Larry R. Forney

		 	Larry R. Forney
		 	Chief Operations Officer

 AGREED TO AND ACCEPTED THIS 
 1st
day of May 2014 
  

			
	CLASSIC HYDROCARBONS OPERATING, LLC
	a Delaware limited liability company
		
	By:	 	 /s/ John A. Weinzierl

		 	John A. Weinzierl
		 	President









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May 1, 2014 
  


			
	STATE OF TEXAS	  	§
		  	§
	COUNTY OF HARRIS	  	§

 The foregoing instrument was acknowledged before me on the 1st day of May, 2014 by Larry R. Forney, Chief
Operations Officer of Classic Pipeline & Gathering, LLC, a Texas limited liability company, on behalf of said company. 
 IN
WITNESS WHEREOF, I have hereunto set my hand and official seal in the City of Houston, Texas, on the day and year first above written. 
  

	
	Notary Public in and for the State of Texas
	
	 /s/ Wendi Cole



  

			
	STATE OF TEXAS	  	§
		  	§
	COUNTY OF HARRIS	  	§

 The foregoing instrument was acknowledged before me on the 1st day of May, 2014 by John A. Weinzierl,
President of Classic Hydrocarbons Operating, LLC, a Delaware limited liability company, on behalf of said company. 
 IN WITNESS WHEREOF, I
have hereunto set my hand and official seal in the City of Houston, Texas, on the day and year first above written. 
  

	
	Notary Public in and for the State of Texas
	
	 /s/ Wendi Cole











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May 1, 2014 
  

 Exhibit A 

“Contract Area” and “Receipt Point(s)” 

All of Shipper’s Gas from wells operated by Shipper in Panola and Shelby Counties, Texas, from the following Texas Railroad Commission
designated Units. 
 Texas Railroad Commission designated Units located north of the Sabine River: 

Weiner Estate A 
 Weiner Estate B 

Weiner Estate C 
 Weiner Estate D 

Weiner Estate E 
 Weiner Estate F 

Weiner – Micher 
 Sempra Energy 

Frost – Tenaha 
 Texas Railroad Commission designated Units
located south of the Sabine River: 
  

			
	May	  	Cockrell
	Spurlock	  	Freeman et al
	Frost Lumber	  	Brooks
	R&M Farms	  	J B Price
	Oxsheer	  	J S Price
	E.O Rushing	  	Pickering Lumber
	Smith - Price	  	E L Lowe
	David Dunham	  	Horowitz
	W M Taylor	  	Joaquin
	D R Taylor	  	Hardin – Simmons
	Eddins	  	Jireh
	Alice Johnson	  	Pridgen
	Trinity	  	Batts
	Ellington	  	Rushing
	Case	  	J W Hanson
	North Naquin	  	J S Price B
	South Naquin	  	Gordon - Armstreet
	Preston - Hart	  	Charles Childress
	Richards	  	R W Ellis
	Whiddon	  	









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May 1, 2014 
  

 Exhibit B 

“Delivery Points” 
  

							
	 Transporter

Name
	  	Delivery (Sales) Point(s)	  	Meter Number	 
	 Regency
	  	WM Taylor 1	  	 	049919	  
	 Regency
	  	D. Brooks 1	  	 	049930	  
	 Regency
	  	Texas Company 1	  	 	049925	  
	 Regency
	  	Charles Childress 1	  	 	049917	  
	 Regency
	  	Cook	  	 	049910	  
	 Regency
	  	Lowe 2	  	 	049920	  
	 Regency
	  	JS Price 2&6	  	 	049912	  
	 Regency
	  	Garrett Sales	  	 	049922	  
	 Regency
	  	Price 11	  	 	049913	  
	 Regency
	  	WM Taylor 2 Haynesville	  	 	049953	  
	 Regency
	  	WM Taylor 2	  	 	049906	  
	 Regency
	  	JS Price 4, 8, 9	  	 	049911	  
	 Regency
	  	Crosstex - Pickering	  	 	049940	  
	 Regency
	  	Rushing 1&2	  	 	049924	  
	 EnBridge
	  	Whiddon 2	  	 	021887	  
	 EnBridge
	  	Finklea	  	 	021379	  
	 EnBridge
	  	Oxsheer	  	 	015549	  
	 Enbridge
	  	May-Dunham	  	 	TBD	  
	 TPF Services
	  	Jirah 2	  	 	10013	  
	 DCP Midstream
	  	David Dunham 1	  	 	04801298	  
	 DCP Midstream
	  	Joaquin West	  	 	04201300	  
	 DCP Midstream
	  	Joaquin West	  	 	04201299	  
	 DCP Midstream
	  	Yellow Dog	  	 	04801550	  
	 DCP Midstream
	  	Yellow Dog	  	 	04801552