Taxes
83
ARTICLE 15 ASSIGNMENT
83
ii
TABLE OF CONTENTS
(continued)
Page
Section 15.1
Assignment
83
Section 15.2
Notice
85
Section 15.3
Pre-Approved Assignment
85
ARTICLE 16 MISCELLANEOUS
85
Section 16.1
Relationship of the Parties
85
Section 16.2
Notices
85
Section 16.3
Expenses
86
Section 16.4
Waivers; Rights Cumulative
86
Section 16.5
Entire Agreement; Conflicts
86
Section 16.6
Amendment
86
Section 16.7
Governing Law
86
Section 16.8
Parties in Interest
86
Section 16.9
Preparation of Agreement
86
Section 16.10
Severability
87
Section 16.11
Counterparts
87
Section 16.12
Confidentiality
87
Section 16.13
Adequate Assurances
88
Section 16.14
Amendment and Restatement of First Amended and Restated Agreement
88
Section 16.15
Joint and Several Liability
89
Section 16.16
Headings
89
Section 16.17
No Election
89
Section 16.18
Exhibits
89
Section 16.19
Time is of the Essence
89
Section 16.20
Agreement Regarding Certain Remedies
89
Section 16.21
Change of Control
90
ARTICLE 17 OPERATING TERMS AND CONDITIONS
90
Section 17.1
Terms and Conditions
90
iii
EXHIBITS
EXHIBIT A
OPERATING TERMS AND CONDITIONS EXHIBIT B-1(a)
DEDICATION AREA
(MARCELLUS) EXHIBIT B-1(b)
DEDICATION AREA (UTICA) EXHIBIT B-2
EXECUTION
DATE WELLS AND COMPRESSION RECEIPT POINTS EXHIBIT B-3(a)
ACAA MAP
EXHIBIT B-3(b)
ACAA FEES EXHIBIT B-4
BIG RUN FEES EXHIBIT B-5(a)
CRAWFORD MAP EXHIBIT B-5(b)
CRAWFORD FEES EXHIBIT B-6(a)
FALLOWFIELD MAP
EXHIBIT B-6(b)
FALLOWFIELD FEES EXHIBIT B-7(a)
MAJORSVILLE MAP EXHIBIT
B-7(b)
MAJORSVILLE FEES EXHIBIT B-8(a)
MAMONT MAP EXHIBIT B-8(b)
MAMONT
FEES EXHIBIT B-9
MARCHAND FEES EXHIBIT B-10(a)
MARSHALL MAP
EXHIBIT B-10(b)
MARSHALL FEES EXHIBIT B-11(a)
MCQUAY MAP EXHIBIT B-11(b)
MCQUAY FEES EXHIBIT B-11(c)
LEGACY MCQUAY SYSTEM EXHIBIT B-12(a)
[RESERVED] EXHIBIT B-12(b)
[RESERVED] EXHIBIT B-13(a)
SHIRLEY PENNS MAP
EXHIBIT B-13(b)
SHIRLEY PENNS FEES EXHIBIT B-14(a)
WADESTOWN MAP EXHIBIT
B-14(b)
WADESTOWN FEES EXHIBIT B-15
[RESERVED] EXHIBIT B-16
MARCELLUS
FORMATION LOG EXHIBIT B-17
UTICA FORMATION LOG EXHIBIT C
PARTIES'
ADDRESSES FOR NOTICE PURPOSES EXHIBIT D
FORM OF MEMORANDUM OF GATHERING
AGREEMENT EXHIBIT E
INSURANCE EXHIBIT F
CONFLICTING DEDICATIONS EXHIBIT G
ROFO AREA - MARCELLUS FORMATION EXHIBIT H
DOWNTIME FEE REDUCTION EXHIBIT I
OPERATING PRESSURE FEE REDUCTION EXHIBIT J-1
VERTICAL MARCELLUS WELLS
EXHIBIT J-2
LEGACY WELLS EXHIBIT K
[RESERVED] EXHIBIT L
LIQUID
CONDENSATE DENSITY RANGES EXHIBIT M
INITIAL WELL DEVELOPMENT SCHEDULE EXHIBIT
N
MCQUAY PROJECT PLAN EXHIBIT O
WADESTOWN PROJECT PLAN
EXHIBIT P
COMPRESSION CURVES FOR CERTAIN SYSTEMS EXHIBIT Q
FREE FLOW
TARGET PRESSURE EXHIBIT R-1
DEVCO I AREA EXHIBIT R-2
DEVCO II AREA EXHIBIT
R-3
DEVCO III AREA EXHIBIT S
CHANGE OF CONTROL PROVISIONS
SECOND AMENDED AND RESTATED GATHERING AGREEMENT
This SECOND AMENDED AND RESTATED GATHERING AGREEMENT (as the same may be amended
from time to time in accordance herewith, this "Agreement") is made as of this
3rd Day of January, 2018 (the "Execution Date"), by and between CNX Gas Company
LLC, a Virginia limited liability company ("Shipper"), and Gatherer (defined
below). Shipper and Gatherer are sometimes together referred to in this
Agreement as the "Parties" and individually as a "Party."
RECITALS:
A. Shipper and CONE Midstream Partners LP, a Delaware limited partnership
("CNNX"), entered into that certain