Section 14.3
Change of Control
41
ARTICLE 15 MISCELLANEOUS
41
Section 15.1
Relationship of the Parties
41
Section 15.2
Notices
42
Section 15.3
Expenses
42
Section 15.4
Waivers; Rights Cumulative
42
Section 15.5
Entire Agreement; Conflicts
42
Section 15.6
Amendment
42
Section 15.7
Governing Law; Disputes
42
Section 15.8
Parties in Interest
43
Section 15.9
Preparation of Agreement
43
Section 15.10
Severability
43
Section 15.11
Counterparts
43
Section 15.12
Confidentiality
43
Section 15.13
Adequate Assurances
44
Section 15.14
Further Assurances
44
Section 15.15
Amendment and Restatement of Original Agreement
45
Section 15.16
Joint and Several Liability
45
ARTICLE 16 OPERATING TERMS AND CONDITIONS
45
Section 16.1
Terms and Conditions
45
iii
EXHIBITS
EXHIBIT A
OPERATING TERMS AND CONDITIONS
EXHIBIT B-1
PRIORITY ONE DEDICATED PROPERTIES
EXHIBIT B-2
PRIORITY TWO DEDICATED PROPERTIES AND FEES
EXHIBIT B-3(a)
DEDICATION AREA
EXHIBIT B-3(b)
DEVCO AREAS
EXHIBIT B-4
MAJORSVILLE AREA
EXHIBIT B-5
MOUNDSVILLE AREA
EXHIBIT B-6
MARCELLUS FORMATION LOG
EXHIBIT C
PARTIES' ADDRESSES FOR NOTICE PURPOSES
EXHIBIT D
FORM OF MEMORANDUM OF GATHERING AGREEMENT
EXHIBIT E
INSURANCE
EXHIBIT F
RECEIPT POINTS
EXHIBIT G
CONFLICTING DEDICATIONS
EXHIBIT H-1
ROFO PROPERTIES
EXHIBIT H-2
ROFO AREA
EXHIBIT I-1
DOWNTIME FEE REDUCTION
EXHIBIT I-2
OPERATING PRESSURE FEE REDUCTION
EXHIBIT J
VERTICAL MARCELLUS WELLS
EXHIBIT K
NET ACREAGE CATEGORIES
EXHIBIT L
NINEVEH PADS
iv
FIRST AMENDED AND RESTATED GATHERING AGREEMENT
This FIRST 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
1st Day of December, 2016 (the "Execution Date"), by and between Noble Energy,
Inc., a Delaware corporation ("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 Gathering Agreement dated as of
September 30, 2014 (the "Original Effective Date", and such agreement, as
amended, the "Original Agreement"), thereafter assigned on the Original
Effective Date from CNNX, (i) to CONE Midstream DevCo I LP, a Delaware limited
partnership ("DevCo I LP"), with respect to the DevCo I Area (defined below),
(ii) to CONE Midstream DevCo II LP, a Delaware limited partnership ("DevCo II
LP"), with respect to the DevCo II Area (defined below) and (iii) CONE Midstream
DevCo III LP, a Delaware limited partnership ("DevCo III LP"), with respect to
the DevCo III Area (defined below) (DevCo I LP, DevCo II LP and DevCo III LP,
the "DevCos").
B. CONE Midstream Operating Company LLC, a Delaware limited liability company
("OpCo"), owns an indirect interest in each DevCo.
C. As of the Execution Date, Gatherer owns and operates (either directly or
through an Affiliate) the Gathering System (defined below), which gathers Gas
(defined below) and certain Liquid Condensate (defined below) produced from
certain oil and gas leases and fee mineral interests.
D. Gatherer plans to expand the Gathering System and operate the Gathering
System for, among other things, gathering, compressing, dehydrating and treating