8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 17, 2015 (April 14, 2015)

MEMORIAL RESOURCE DEVELOPMENT CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36490	46-4710769
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
500 Dallas Street, Suite 1800 Houston, Texas		77002 (Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (713) 588-8300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On April 14, 2015, Memorial Resource Development Corp. (the “Company”), through its wholly-owned subsidiary, MRD Operating LLC (“Operating”), entered into an amended and restated gas processing agreement (“GPA”) with PennTex North Louisiana Operating, LLC (“PennTex Operating”), a wholly-owned subsidiary of PennTex North Louisiana LLC (“PennTex NLA”). WildHorse Resources, LLC, which owned the Company’s interest in the Terryville Complex and merged into Operating in February 2015, initially entered into a gas processing agreement with PennTex NLA in March 2014, prior to the Company’s initial public offering. PennTex NLA is a joint venture among certain affiliates of Natural Gas Partners (“NGP”) in which MRD Midstream LLC, a wholly-owned subsidiary of MRD Holdco LLC (“Holdco”), owns a minority interest. Holdco is a holding company controlled by certain funds managed by NGP that, together as part of a group own a majority of the Company’s common stock. Once PennTex Operating’s first processing plant becomes operational, it will process natural gas produced from wells located on certain leases owned by Operating in the state of Louisiana. The GPA has a 15-year primary term, subject to one-year extensions at either party’s election. Operating will pay PennTex Operating a monthly volume processing fee, subject to annual inflation escalators, based on volumes of natural gas processed by PennTex Operating. Once the first plant is declared operational, Operating will be obligated to pay a minimum processing fee equal to approximately $18.3 million on an annual basis, subject to certain adjustments and conditions until the second processing plant is declared operational. Once the second plant is declared operational, Operating will be obligated to pay a minimum volume processing fee equal to approximately $55.0 million on an annual basis, subject to certain adjustments and conditions.

In addition, Operating entered into (i) an amended and restated area of mutual interest and midstream exclusivity agreement (“AMI”) with PennTex NLA Holdings, LLC, which owns a majority interest in PennTex NLA, MRD WHR LA Midstream LLC, an affiliate of Holdco, and PennTex NLA, (ii) a gas transportation agreement (“GTA”) with PennTex Operating, (iii) a gas gathering agreement (“GGA”) with PennTex Operating, and (iv) a transportation services agreement (“TSA” and, together with the GPA, AMI, GTA and GGA, the “Midstream Agreements”) with PennTex Operating to provide gathering, residue gas and natural gas liquids transportation services to Operating in the state of Louisiana. The Midstream Agreements have a 15-year primary term, subject to one-year extensions at either party’s election.

Under the GGA, once the first processing plant is declared operational, Operating will pay PennTex Operating a commodity usage charge equal to at least the minimum volume commitment (115,000 MMBtu per day) times $0.02 per MMBtu until PennTex Operating’s second processing plant is declared operational. Once the second processing plant is declared operational, Operating will pay PennTex Operating a commodity usage charge equal to at least an increased minimum volume commitment (345,000 MMBtu per day) times $0.02 MMBtu through November 30, 2019. The minimum volume commitment will increase to 460,000 MMBtu on July 1, 2016 and may further increase subject to the terms of the GGA. Prior to December 1, 2019, PennTex Operating is also entitled to a payback demand fee from us equal to the monthly demand quantity (460,000 MMBtu per day) times $0.03 MMBtu through November 30, 2019. Beginning on December 1, 2019, PennTex Operating is not entitled to a monthly demand charge, the commodity usage charge escalates to $0.05 per MMBtu, and PennTex Operating is entitled to receive a commodity usage charge from us equal to the minimum volume commitment (460,000 MMBtu per day through June 30, 2019, and 345,000 MMBtu per day thereafter) times $0.05 MMBtu.

Similarly, under each of the GTA and TSA, which commence concurrently with the operational dates of the two processing plants, PennTex Operating will be entitled to a commodity usage charge of $0.04 per MMBtu for all volumes of residue gas and natural gas liquids produced on behalf of Operating.

Under the AMI, Operating granted PennTex Operating the exclusive right to build all of the Company’s midstream infrastructure in northern Louisiana and to provide midstream services to support the Company’s current and future production on its operated acreage within such area (other than production subject to existing third-party commitments).

Relationships

Certain funds managed by NGP (the “Funds”) that, together as part of a group, own a majority of the Company’s common stock, also control PennTex NLA Holdings, LLC and certain of its affiliates that are party to the Midstream Agreements. Although Operating was obligated to enter into the GPA, TSA, GTA and GGA pursuant to the initial area of mutual interest and midstream exclusivity agreement entered into in March 2014, because the Midstream Agreements are related party transactions, the audit committee of the board of directors of the Company reviewed the terms of the Midstream Agreements and the transactions related thereto, and provided approval of such agreements and transactions pursuant to the Company’s audit committee charter.

Almost all of the executive officers of the Company and certain non-independent directors of the Company own economic interests, investments and other economic incentives in Holdco and affiliates. All of the Company’s non-independent directors also have indirect economic interests in the Funds that entitle them to a portion of the profits generated by the Funds in excess of certain return thresholds.

The foregoing summary of the Midstream Agreements is not complete and is qualified in its entirety by reference to the full text of the respective Midstream Agreements, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5 to this Current Report on Form 8-K and are incorporated in this Item 1.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement by and among PennTex NLA Holdings, LLC, MRD WHR LA Midstream LLC, MRD Operating LLC, and PennTex North Louisiana, LLC, dated as of April 14, 2015
10.2	Amended and Restated Gas Processing Agreement by and between PennTex North Louisiana Operating, LLC and MRD Operating LLC, dated as of April 14, 2015
10.3	Gas Gathering Agreement by and between PennTex North Louisiana Operating, LLC and MRD Operating LLC, dated as of April 14, 2015
10.4	Gas Transportation Agreement by and between PennTex North Louisiana Operating, LLC and MRD Operating LLC, dated as of April 14, 2015
10.5	Transportation Services Agreement by and between PennTex North Louisiana Operating, LLC and MRD Operating LLC, dated as of April 14, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MEMORIAL RESOURCE DEVELOPMENT CORP.
Date: April 17, 2015	By:	/s/ Kyle N. Roane
		Kyle N. Roane
		Senior Vice President, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement by and among PennTex NLA Holdings, LLC, MRD WHR LA Midstream LLC, MRD Operating LLC, and PennTex North Louisiana, LLC, dated as of April 14, 2015
10.2	Amended and Restated Gas Processing Agreement by and between PennTex North Louisiana Operating, LLC and MRD Operating LLC, dated as of April 14, 2015
10.3	Gas Gathering Agreement by and between PennTex North Louisiana Operating, LLC and MRD Operating LLC, dated as of April 14, 2015
10.4	Gas Transportation Agreement by and between PennTex North Louisiana Operating, LLC and MRD Operating LLC, dated as of April 14, 2015
10.5	Transportation Services Agreement by and between PennTex North Louisiana Operating, LLC and MRD Operating LLC, dated as of April 14, 2015

EX-10.1

Exhibit 10.1

Execution Version

AMENDED AND RESTATED AREA OF MUTUAL INTEREST

AND MIDSTREAM EXCLUSIVITY AGREEMENT

This Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement (this “Agreement”) is dated effective as of April 14, 2015 (the “Effective Date”), by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (“PTX”), MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD”), MRD Operating LLC, a Delaware limited liability company (“MRD Operating”), and PennTex North Louisiana, LLC, a Delaware limited liability company (“JV”). PTX, MRD, MRD Operating and JV are each referred to herein as a “Party”, and collectively as, the “Parties”).

I. Recitals:

WHEREAS, PTX, MRD, JV and WildHorse Resources, LLC, a Delaware limited liability company (“WildHorse”), entered into that certain Area of Mutual Interest and Midstream Exclusivity Agreement dated as of March 17, 2014 (the “Existing Exclusivity Agreement”) to (i) establish an area of mutual interest covering the lands lying within the AMI and (ii) grant certain exclusivity rights to provide Midstream Services for Hydrocarbons produced by WildHorse from AMI Interests;

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated February 2, 2015, WildHorse merged with and into MRD Operating, and MRD Operating assumed all of WildHorse’s rights and obligations under the Existing Exclusivity Agreement in accordance with Section II.E thereof; and

WHEREAS, the Parties desire to amend and restate in its entirety the Existing Exclusivity Agreement as provided herein.

II. Agreement:

NOW, THEREFORE, the Parties hereby agree to the following terms and provisions:

A. Certain Definitions.

(i). “Affiliate” means, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person in question; provided, that, notwithstanding the foregoing, PTX and its Affiliates (other than JV), on the one hand, and MRD and its Affiliates (other than JV), on the other hand, shall not be considered Affiliates of one another solely by virtue of their ownership or Control of JV.

(ii). “AMI” means the area described on the plat attached hereto as Exhibit A.

(iii). “AMI Interests” means any right, title, or interest of MRD Operating or any of its Subsidiaries in lands, wells, or leases located within the AMI with the right to produce Hydrocarbons therefrom, whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, or arising from any pooling, unitization or communitization of any of the foregoing rights.

(iv). “Control” (including its derivatives and similar terms) means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such relevant Person by ownership of voting interest, by contract or otherwise.

(v). “Existing Gas Processing Agreement” means that certain Amended and Restated Gas Processing Agreement dated April 14, 2015 between PennTex North Louisiana Operating, LLC and MRD Operating, as may be amended, supplemented or modified from time to time after the Effective Date.

(vi). “Existing Midstream Agreements” means, collectively, (a) the REP Agreement and (b) certain additional agreements entered into by MRD Operating and certain other parties set forth on Exhibit B attached hereto pertaining to the provision of certain midstream services for certain Hydrocarbons produced by MRD Operating.

(vii). “Expanded Operations” means the development, construction and completion of the Second Plant pursuant to the terms of the Existing Gas Processing Agreement.

(viii). “Gas” means any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases that are extracted from the subsurface of the earth.

(ix). “Governmental Authority” shall mean any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority entitled to any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

(x). “Hydrocarbons” means, collectively, crude oil, Gas, coal seam gas, casinghead gas, distillate, liquid hydrocarbons, all products and byproducts refined, separated, fractionated, settled and dehydrated therefrom and all products and byproducts refined therefrom, including, without limitation, kerosene, natural gas liquids (including ethane, propane, isobutane, normal butane and natural gasoline), liquefied petroleum gas, refined petroleum products, refined lubricating oils, diesel fuel, drip gasoline, helium, sulfur, geothermal steam and carbon dioxide.

(xi). “Initial Operations” means the development, construction and completion of the Initial Plant pursuant to the terms of the Existing Gas Processing Agreement.

(xii). “Initial Plant” means a 200 MMcf per day cryogenic natural gas processing plant owned by the JV and located within the AMI.

(xiii). “Midstream Services” means gathering, processing, dehydration, compression, treating, fractionation, transportation, handling, storage and/or disposal of Hydrocarbons within the AMI; provided, however, “Midstream Services” shall not include any of the foregoing services (a) which Regency or the other parties to the

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Existing Midstream Agreements provide pursuant to the Existing Midstream Agreements, or (b) that are to be performed by MRD Operating or the JV pursuant to the Existing Gas Processing Agreement, the Pipeline Agreements or any future agreement executed by MRD Operating for services to be provided by the JV.

(xiv). “Other Operations” means any other operation in connection with the provision of Midstream Services not within the scope of the Initial Operations or Expanded Operations.

(xv). “Person” means an individual, an estate, a corporation, a partnership, an association, a joint stock company, a limited liability company, a joint venture, a trust and any other legally recognized entity.

(xvi). “Pipeline Agreements” means, collectively, (a) that certain Gas Gathering Agreement between MRD Operating and the JV dated effective April 14, 2015, (b) that certain Gas Transportation Agreement between MRD Operating and the JV dated effective April 14, 2015, (c) that certain Transportation Services Agreement between MRD Operating and the JV dated effective April 14, 2015, and (d) any other agreement executed between MRD Operating and the JV in connection with the transportation of Gas (or the natural gas liquids attributable to such Gas) produced from wells located within the AMI.

(xvii). “Regency” means Regency Energy Partners LP, a Delaware limited partnership.

(xviii). “REP Agreement” means that certain Gas Gathering Agreement dated November 1, 2012 between MRD Operating and Regency, as amended and restated by that certain Amended and Restated Gas Gathering Agreement dated April 1, 2013, further amended by that certain First Amendment to the Amended and Restated Gas Gathering Agreement dated June 1, 2013, as so amended, and as may be further amended from time to time after the Effective Date, but only as permitted by Section II(B)(iii) of this Agreement.

(xix). “Second Plant” has the meaning set forth for such term in the Existing Gas Processing Agreement.

(xx). “Subsidiary” shall mean, with respect to any Person, at any date, any other Person of which equity interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, any general partnership interests are, as of such date, owned, Controlled or held by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

B. MRD Operating’s Dedication of AMI Interests for the Provision of Midstream Services.

(i) The obligations hereunder with respect to the AMI shall be effective as of the effective date of the Existing Exclusivity Agreement and remain effective throughout the Primary Term (as defined in the Existing Gas Processing Agreement).

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(ii) If MRD Operating owns or acquires any AMI Interests that are not dedicated and/or committed under the Existing Midstream Agreements, then MRD Operating shall promptly and exclusively dedicate and commit the Hydrocarbons produced from such AMI Interests to the JV for the provision of Midstream Services.

(iii) If any Hydrocarbons produced from AMI Interests are released from the dedication of the Existing Midstream Agreements, MRD Operating agrees to promptly and exclusively dedicate and commit such Hydrocarbons to the JV for the provision of Midstream Services. Further, upon the expiration of the primary term in any Existing Midstream Agreement, if MRD Operating so elects, MRD Operating may extend the term of such Existing Midstream Agreement but insofar, and only insofar, as such agreement relates to gathering services through pipeline systems already constructed and completed at the time of such expiration, and associated compression, treating and dehydration services being provided under such Midstream Agreement prior to such extension. In no event shall MRD Operating (x) extend or expand the terms and provisions of any of the Existing Midstream Agreements with respect to any Midstream Services (including, without limitation, processing) other than such gathering services and associated compression, treating and dehydration services described in the preceding sentence, or (y) increase any of its volume commitments of Hydrocarbons already dedicated and/or committed therein.

(iv) Notwithstanding the foregoing, if (x) MRD Operating dedicates Hydrocarbons produced from AMI Interests to the JV for the provision of Midstream Services, (y) the provision of such Midstream Services requires Other Operations, and (z) neither the JV nor any of its equity owners or their respective Affiliates elect to proceed with such Other Operations pursuant to the procedures set forth in the limited liability company agreement of the JV then in effect (the “JV LLC Agreement”), then the JV’s exclusive rights to provide such Midstream Services, and in the Hydrocarbons attributable thereto, shall be automatically released from the dedication herein without any further action on any Person’s part.

(v) Notwithstanding the foregoing, if (x) MRD Operating dedicates Hydrocarbons produced from AMI Interests to the JV for the provision of Midstream Services, (y) the provision of such Midstream Services requires Other Operations, and (z) the facilities to be constructed pursuant to such Other Operations are not available at the time MRD Operating is ready to deliver such Hydrocarbons to such facilities, then the JV’s exclusive rights to provide such Midstream Services, and in the Hydrocarbons attributable thereto, shall be automatically released, on a temporary basis, from the dedication herein without any further action on any Person’s part, until such time as such facilities are available.

(vi) If (x) MRD Operating dedicates Hydrocarbons produced from AMI Interests to the JV for the provision of Midstream Services, (y) the provision of such Midstream Services requires Other Operations, and (z) the JV does not elect to proceed with such Other Operations, but an equity owner or an Affiliate of such equity owner elects to proceed with such Other Operations pursuant to the procedures set forth in the JV LLC Agreement, then the JV’s exclusive rights to provide such Midstream Services,

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and in the Hydrocarbons attributable thereto, shall be automatically released from the dedication herein without any further action on any Person’s part, and MRD Operating shall dedicate such Hydrocarbons to the equity owner or Affiliate who proceeds with such Other Operations.

(vii) For the avoidance of doubt, no release of Hydrocarbons contemplated in the preceding paragraphs shall include a release of any Hydrocarbons dedicated and committed under the Existing Gas Processing Agreement. The Parties acknowledge and agree that the release of Hydrocarbons dedicated and committed under the Existing Gas Processing Agreement shall be governed by the provisions of the Existing Gas Processing Agreement.

C. Exclusivity Regarding the Provision of Midstream Services. MRD Operating and PTX, and each of their respective Subsidiaries, shall not invest in, provide services to, receive any consideration in respect of, or otherwise engage in, contract for, or conduct any Midstream Services in the AMI, except (i) Other Operations by and through the JV or any of its Subsidiaries, (ii) as provided in the Pipeline Agreements, this Agreement and the JV LLC Agreement and (iii) any agreement executed by MRD Operating after the Effective Date for the provision of Midstream Services on an interruptible and/or uncommitted basis for Hydrocarbons released from the dedication of this Agreement in accordance with Section II.B or pursuant to one or more Pipeline Agreements.

D. Existing Midstream Agreements. Schedule II(D) attached hereto sets forth certain information relating to the Existing Midstream Agreements (except for the REP Agreement).

E. Assignability. This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall assign this Agreement, nor any of its rights or obligations hereunder, without the consent of the other Parties. Any assignment that is made without the consent of the non-assigning Parties shall be null and void.

F. Miscellaneous.

(i) Entire Agreement. This Agreement, together with the Pipeline Agreements, the Existing Gas Processing Agreement and any future agreements executed between MRD Operating and the JV for services to be provided by the JV, including any attachments, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect thereto, and may not be amended or modified except by a written instrument signed by all of the Parties hereto expressly identifying it as an amendment or modification hereof.

(ii) Waiver. Any failure by any Party to comply with any of its obligations, agreements or conditions herein contained may only be waived in writing in an instrument specifically identified as a waiver and signed by the Party to whom such compliance is owed. No waiver of, or consent to a change in, any provision of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, any other provisions hereof, nor shall such waiver constitute a continuing waiver unless expressly provided in the waiver.

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(iii) No Third Party Beneficiaries. This Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto other than Persons which become successors or assigns pursuant to Section II.E hereof.

(iv) Headings. 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 provisions hereof.

(v) Agreement Subject to Laws. This Agreement is subject to all applicable state and federal laws and to all applicable orders, rules, and regulations of any Governmental Authority having jurisdiction. If any Party is ordered or required to do any act inconsistent with the provisions of this Agreement, then this Agreement shall continue nevertheless and shall be deemed modified to conform with the requirements of such law or regulation.

(vi) Severability. The invalidity of any one or more provisions of this Agreement will not affect the validity of this Agreement as a whole, and in case of any such invalidity, this Agreement will be construed as if the invalid provision had not been included herein so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that one or more provisions of this Agreement are invalid, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

(vii) Expenses. Each Party shall pay its own legal fees and other costs and expenses incurred by it in connection with the execution and delivery of this Agreement.

(viii) Joint Preparation. The Parties acknowledge and mutually agree that this Agreement and all contents herein were jointly prepared by the Parties.

(ix) 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.

(x) 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. Any signature delivered by a Party by facsimile transmission or electronically shall be deemed an original signature.

(xi) Liability Several Not Joint. The liabilities, covenants and undertakings of the Parties are several, not joint or collective. For purposes of this Agreement only, under no circumstances shall any Party be considered a fiduciary to any other Party, nor shall there otherwise be a confidential, special or other relationship of trust created between any one or more Parties under or by virtue of this Agreement.

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(xii) Governing Law. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of Texas without regard to the conflicts of laws provisions thereof.

(xiii) Venue. Exclusive venue for any suit, action or proceeding brought by any Party in connection with this Agreement or arising out of the terms or conditions hereof shall be in the state or federal courts situated in Harris County, Texas. The Parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection they 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 the state and federal courts situated in Harris County, Texas. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

(xiv). Amendment. This Agreement may be amended, restated or supplemented only by written agreement of the Parties.

(xv) MRD Operating-Affiliate-Subsidiary Obligations. MRD Operating shall not seek to avoid its obligations hereunder, including by acting through a Subsidiary or through an Affiliate which is not a Subsidiary.

[Signature Page Follows]

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

PennTex NLA Holdings, LLC
By:	/s/ Robert O. Bond
	Name: Robert O. Bond
	Title: Chief Operating Officer

[Signature Page to Amended and Restated AMI and Exclusivity Agreement]

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

MRD WHR LA Midstream LLC
By:	/s/ Kyle Roane
	Name: Kyle N. Roane
	Title: Manager
MRD Operating LLC
By: Memorial Resource Development Corp., its sole member
By:	/s/ Kyle Roane
	Name: Kyle N. Roane
	Title: Senior Vice President

[Signature Page to Amended and Restated AMI and Exclusivity Agreement]

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

PennTex North Louisiana, LLC
By:	/s/ Robert O. Bond
	Name: Robert O. Bond
	Title: Chief Operating Officer

[Signature Page to Amended and Restated AMI and Exclusivity Agreement]

Exhibit A

AMI

All lands in the State of Louisiana lying north of the township line between townships 14N and 15N, such lands being more particularly depicted as being all lands lying north of the bold red line in the attached map.

Exhibit B

List of Existing Midstream Agreements

Contract #	Counterparty	Date	Type	Fields
NLA0101GTH	DCP Assets Holding LP	5/1/2007	Gas Gathering, Processing & Purchase Agreement	Terryville
NLA0101GTHA1	DCP Assets Holding LP	7/1/2010	Gas Gathering, Processing & Purchase Agreement	Lisbon, Ruston
NLA0101GTHA2	DCP Assets Holding LP	4/1/2011	Gas Gathering, Processing & Purchase Agreement	Lisbon, Ruston
NLA01040TH	Gulf South Pipeline Company LP	3/8/2005	Pipeline Interconnect Agreement	Ruston Field, Gibson 32-1 well
NLA0105GTH	Hunt Petroleum Corporation	8/1/2005	Compression, Dehydration and Gas Gathering Agreement	Ruston Field, Gibson 32-1 well
NLA0106GTH	Apache Corporation	5/22/2007	Agreement For Rental of Excess Line Capacity	Ruston Field, Gibson 32-1 well
NLA0106GTH_S1	JAG Operating LLC	11/15/2013	Agreement For Rental of Excess Line Capacity	Ruston Field, Gibson 32-1 well
NLA0106GTHA1	JAG Operating LLC	6/1/2010	Agreement For Rental of Excess Line Capacity	West Lisbon & Calhoun Fields
NLA0106GTHA2	JAG Operating LLC	5/18/2011	Agreement For Rental of Excess Line Capacity	West Lisbon & Calhoun Fields
NLA0116GTH	Regency Field Services LLC	5/1/2011	Gas Gathering Agreement	West Lisbon & Calhoun Fields
NLA0116GTHA1	Regency Field Services LLC	7/21/2011	Gas Gathering Agreement Amendment	West Lisbon & Calhoun Fields
NLA0148GTH	Cornerstone Gas Processing, Inc.	2/1/1995	Gas Gathering, Processing and Purchase Agreement	West Lisbon & Calhoun Fields
NLA0148GTHA1	Regency Field Services LLC	6/14/2011	Gas Gathering, Processing and Purchase Agreement Amendment	West Lisbon & Calhoun Fields
NLA0148GTHA2	Regency Field Services LLC	6/14/2011	Gas Gathering, Processing and Purchase Agreement Amendment	Spider Field, Desoto Parish
NLA0148GTHA3	Regency Field Services LLC	6/14/2011	Gas Gathering, Processing and Purchase Agreement Amendment	Spider Field, Desoto Parish
NLA0149GTH	Cornerstone Gas Processing, Inc.	2/1/1995	Gas Gathering and Processing Agreement Amendment	Spider Field, Desoto Parish
NLA0149GTHA1	Regency Field Services LLC	6/14/2011	Gas Gathering, Processing and Purchase Agreement Amendment	Colvin 6-1, Campbell 17-1 and King 1

Contract #	Counterparty	Date	Type	Fields
NLA0149GTHA2	Regency Field Services LLC	8/17/2012	Gas Gathering, Processing and Purchase Agreement Amendment	Sugar Creek Field, Lincoln Parish
NLA0149GTHA3	Regency Field Services LLC	5/1/2013	Gas Gathering, Processing and Purchase Agreement Amendment	Sugar Creek Field, Lincoln Parish
NLA0149GTHA4	Regency Field Services LLC	5/1/2013	Gas Gathering, Processing and Purchase Agreement Amendment	Sugar Creek Field, Lincoln Parish
NLA0149GTHA5	Regency Field Services LLC	7/1/2013	Gas Gathering, Processing and Purchase Agreement Amendment	Sugar Creek Field, Lincoln Parish
NLA0159GTH	Duke Energy Field Services, LP	11/1/2004	Gas Gathering Agreement	Sugar Creek Field, Lincoln Parish
NLA0173PRO	Regency Gas Gathering and Processing LLC	1/7/2005	Gas Gathering and Processing Agreement	New Contract for Terryville
NLA0173PROA1	Regency Gas Gathering and Processing LLC	5/1/2013	Gas Gathering and Processing Agreement Amendment	Terryville Field
NLA0173PROA2	Regency Gas Gathering and Processing LLC	5/1/2013	Gas Gathering and Processing Agreement Amendment	Terryville Field
NLA0173PROA3	Regency Gas Gathering and Processing LLC	7/1/2013	Gas Gathering and Processing Agreement Amendment	Terryville Field
NLA0173PROA4	Regency Gas Gathering and Processing LLC	2/1/2014	Gas Gathering and Processing Agreement Amendment	Terryville Field
NLA0175GTH	Dominion Gas Ventures	9/30/2004	Gas Gathering Agreement	Terryville Field
NLA0175GTHA1	Regency Field Services LLC	6/8/2008	Gas Gathering Agreement Amendment	Terryville Field
NLA0175GTHA2	Regency Field Services LLC	9/30/2008	Gas Gathering Agreement Amendment	Terryville Field
NLA0177GTH	Regency Field Services LLC	8/16/2012	Gas Gathering Agreement LOI	Terryville Field
NLA0183GTH	Regency Field Services LLC	11/1/2012	Gas Gathering Agreement	Terryville Field
NLA0183GTHA1	Regency Field Services LLC	12/17/2012	Gas Gathering Agreement	Midland Receipt Point, Spider Field
NLA0183GTHA2	Regency Field Services LLC	1/17/2013	Gas Gathering Agreement	Redland

Contract #	Counterparty	Date	Type	Fields
NLA0183GTHA3	Regency Field Services LLC	2/4/2013	Gas Gathering Agreement	Lucky
NLA0183GTHA4	Regency Field Services LLC	4/1/2013	Gas Gathering Agreement Amendment and Restatement	Lucky
NLA0183GTHA5	Regency Field Services LLC	6/1/2013	Gas Gathering Agreement Amendment	Redland
NLA0183GTHA6	Regency Field Services LLC	7/1/2013	Gas Gathering Agreement Amendment	Redland
NLA0183GTHA7	Regency Field Services LLC	10/1/2013	Gas Gathering Agreement Amendment	Carterville North
NLA0183GTHA8	Regency Field Services LLC	12/1/2013	Gas Gathering Agreement Amendment	Redland
NLA0183GTHA9	Regency Field Services LLC	2/1/2014	Gas Gathering Agreement Amendment	Hico Knowles Britt A-1 well
NLA0183GTHA10	Regency Field Services LLC	1/1/2014	Gas Gathering Agreement Amendment	Colvin 6-1, Campbell 17-1 and King 1
NLA0183GTHA11	Regency Field Services LLC	4/14/2014	Gas Gathering Agreement Amendment	Hodges 33-1 Webster Parish
NLA0183GTHA12	Regency Field Services LLC	8/1/2014	Second Gas Gathering Agreement Amendment and Restatement	Gibson 32-1 Ruston Field
NLA0183GTHA13	Regency Field Services LLC	10/1/2014	Second Gas Gathering Agreement Amendment and Restatement Amendment 1	Indigo Properties
NLA0183GTHA14	Regency Field Services LLC	12/4/2014	Second Gas Gathering Agreement Amendment and Restatement Amendment 2	Redland
NLA0183GTHA15	Regency Field Services LLC	12/23/2014	Second Gas Gathering Agreement Amendment and Restatement Amendment 2	Redland
NLA0188SLE	DCP Assets Holding LP	6/1/2008	Gas Purchase Agreement	Terryville
NLA0191OTH	Regency Field Services LLC	12/12/2012	Fuel Gas Purchase Agreement for Drilling	Terryville Field
NLA0196GTH	Duke Energy Field Services, LP	10/1/2005	Gas Gathering Agreement	Terryville Field
NLA0199GTH	Regency Field Services LLC	6/1/2012	Gas Gathering Agreement	Terryville Field

Contract #	Counterparty	Date	Type	Fields
NLA0201OTH	Southern Natural Gas Company	7/1/1994	Construction and Operations Agreement	Terryville Field
NLA0214GTH	Regency Field Services LLC	6/1/2013	Gas Gathering Agreement	Add meters
NLA0214GTH_S1	Regency Field Services LLC	6/1/2013	Gas Gathering Agreement Note to File	Add meters
NLA0226GTH	DCP Assets Holding LP	12/1/2010	Gas Gathering & Processing Agreement	Skinner 27-1 Well
NLA0226GTHA1	DCP Assets Holding LP	6/1/2014	Gas Gathering & Processing Agreement	Amendment
NLA0261PRO	DCP Assets Holding LP	8/1/2014	ADA Processing Agreement for gas from RIGS	Liberty Hills
NLA0261PRO_S1	DCP Assets Holding LP	8/1/2014	Facilities Agreement	Terryville

EX-10.2

Exhibit 10.2

Execution Version

AMENDED AND RESTATED GAS PROCESSING AGREEMENT

Between

PennTex North Louisiana Operating, LLC

“Processor”

and

MRD Operating LLC

“Customer”

Effective as of April 14, 2015

TABLE OF CONTENTS

ARTICLE			PAGE
ARTICLE I. CERTAIN DEFINITIONS				1
ARTICLE II. CUSTOMER RIGHTS AND OBLIGATIONS				10
	2.1	Dedication		10
	2.2	Prior Dedications		11
	2.3	Covenant Running with the Land		11
	2.4	Memorandum of Agreement		11
	2.5	Customer Warranty		12
	2.6	No Upstream Processing		12
	2.7	Customer Gas in Excess of Maximum Daily Quantity		12
	2.8	Gas for Lease Operations		12
ARTICLE III. DELIVERY AND PROCESSING OF GAS				12
	3.1	Plant Operational Dates; Initial Operations; Design Basis		12
	3.2	Delivery of Customer Gas		14
	3.3	Processor Commitment		14
	3.4	Delivery of Customer’s Residue Gas		14
	3.5	Receipt and Processing of Gas		14
	3.6	Maintenance		15
	3.7	Customer’s MDQ		15
	3.8	Plant Interruptions		16
	3.9	Temporary Release		16
	3.10	Permanent Release		16
	3.11	Release under the AMI Agreement		17
	3.12	Operation of the Plants		17
	3.13	Delivery of Customer Plant Products		17
ARTICLE IV. NOMINATIONS AND BALANCING				18
	4.1	Nomination Procedures		18
	4.2	Balancing		18
	4.3	Allocation of Received Gas		18
	4.4	Plant Product Allocation Procedure		18
ARTICLE V. QUALITY				18
	5.1	Gas Quality Specifications		18
	5.2	Non-Conforming Gas		18
	5.3	Hazardous Substances		19
	5.4	Environmental, Health and Safety Laws		20
	5.5	Gathering System Deliveries		20

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ARTICLE VI. MEASUREMENT AND TESTING			20
	6.1	Measurement Equipment	20
	6.2	Measurement Standards	20
	6.3	Measurement Factors	21
	6.4	Measurement Accuracy Verification	22
	6.5	Measurement Error	22
	6.6	Customer’s Right of Inspection	22
	6.7	Gross Heating Value Determination	22
	6.8	Hydrocarbon Content	23
	6.9	Fractional Analysis	23
	6.10	Modifications to Measurement Procedures	23
	6.11	Measurement Disputes	24
ARTICLE VII. PLANT PRODUCTS AND CUSTOMER RESIDUE GAS			24
	7.1	Conveyance of Rights to Processor	24
	7.2	Title to Customer Gas and Plant Products	24
ARTICLE VIII. PLANT FUEL, LOST AND UNACCOUNTED FOR AND SHRINKAGE			24
	8.1	Allocation of Plant Fuel and Lost and Unaccounted for Gas	24
	8.2	Calculation of Shrinkage	24
	8.3	Plant Fuel, Shrinkage and Lost and Unaccounted for Gas	24
ARTICLE IX. COMPENSATION AND FEES			25
	9.1	Processing Fee	25
	9.2	Fee Adjustment	25
	9.3	Minimum Quantity Commitment	25
	9.4	Deficiency Payments	25
	9.5	Certain Other Payments	26
	9.6	Electric Compression Reimbursement	27
ARTICLE X. ROYALTIES; WARRANTY OF TITLE			27
	10.1	Royalties	27
	10.2	Title; Warranties Regarding Title	28
ARTICLE XI. TERM			28
	11.1	Term	28
	11.2	Termination for Cause	28
ARTICLE XII. STATEMENTS AND PAYMENTS			28
	12.1	Invoices and Statements	28

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	12.2	Payment of Statements	29
	12.3	Billing Disputes	29
	12.4	Audit Rights	29
	12.5	Creditworthiness	29
ARTICLE XIII. LIABILITY OF THE PARTIES			30
	13.1	Control and Possession of Gas and Plant Products	30
	13.2	Waiver of Certain Damages	30
	13.3	Inert Constituents	31
	13.4	Indemnification	31
ARTICLE XIV. FORCE MAJEURE			32
	14.1	Suspension of Obligations	32
	14.2	Definition of Force Majeure	32
	14.3	Strikes	33
ARTICLE XV. GOVERNING LAW; VENUE; DISPUTE RESOLUTION			33
	15.1	Governing Law	33
	15.2	Venue	33
	15.3	Negotiation	33
ARTICLE XVI. TAXES			34
	16.1	Taxes on Processing and Plant Products	34
	16.2	Other Taxes	34
	16.3	Taxes on Processing Facilities	34
ARTICLE XVII. ASSIGNMENT			34
	17.1	Restrictions on Assignment	34
	17.2	Permitted Assignments	34
ARTICLE XVIII. NOTICES AND STATEMENTS			35
	18.1	Notice	35
	18.2	Change of Address	36
ARTICLE XIX. MISCELLANEOUS			36
	19.1	Entire Agreement	36
	19.2	Confidentiality	36
	19.3	Waiver	37
	19.4	No Third Party Beneficiaries	37
	19.5	No Partnership	37
	19.6	Published Indices	37
	19.7	Headings	38

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19.8	Contract Interpretation	38
19.9	Agreement Subject to Laws	38
19.10	Federal Jurisdiction	39
19.11	Reports to Governmental Authorities	39
19.12	Material Adverse Change	39
19.13	Severability	39
19.14	Expenses	40
19.15	Joint Preparation	40
19.16	Further Assurances	40
19.17	Counterpart Execution	40
19.18	Survival	40
19.19	Customer-Affiliate-Subsidiary Obligations	40
19.20	Amendment	40

Exhibits

EXHIBIT A	AMI Description
EXHIBIT B	Customer Dedicated Leases
EXHIBIT C	Prior Dedications
EXHIBIT D	Memorandum of Agreement
EXHIBIT E	Gas Specifications

iv

AMENDED AND RESTATED GAS PROCESSING AGREEMENT

This Amended and Restated Gas Processing Agreement (this “Agreement”) is hereby made and entered into effective as of the 14^th day of April, 2015 (the “Effective Date”) by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (“Processor”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Hereinafter, Processor and Customer may sometimes be referred to collectively as the “Parties” and individually as a “Party.”

W I T N E S S E T H:

WHEREAS, PennTex North Louisiana, LLC, a Delaware limited liability company (“PennTex JV”), and WildHorse Resources, LLC, a Delaware limited liability company (“WildHorse”), entered into that certain Gas Processing Agreement, dated March 17, 2014, pursuant to which PennTex JV agreed to provide certain processing services for WildHorse (the “Existing Gas Processing Agreement”);

WHEREAS, in accordance with Section 17.2 of the Existing Gas Processing Agreement, PennTex JV assigned its rights and obligations thereunder to Processor pursuant that certain Contribution Agreement, dated December 19, 2014 and effective January 1, 2015, by and between PennTex JV and Processor;

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated February 2, 2015, WildHorse merged with and into Customer, and Customer assumed all of WildHorse’s rights and obligations under the Existing Gas Processing Agreement in accordance with Section 17.2 thereof; and

WHEREAS, the Parties desire to amend and restate the Existing Gas Processing Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties covenant and agree as follows:

ARTICLE I.

CERTAIN DEFINITIONS

For the purposes of this Agreement, the following definitions have the meanings as set forth below:

1.1. “Additional Term” shall have the meaning given to such term in Section 11.1.

1.2. “Affiliate” shall mean, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person in question. For the purposes of this Agreement, (i) with respect to PennTex Midstream Partners, LLC and its subsidiaries, the term “Affiliate” shall exclude Memorial Resource Development Corp. and each of its subsidiaries and (ii) with respect to Memorial Resource Development Corp. and its subsidiaries, the term “Affiliate” shall exclude PennTex Midstream Partners, LLC and each of its subsidiaries.

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1.3. “Aggregate Gas Commitment” shall mean, on the last Day of each Quarterly Period during the MQ Period, the quantity of Gas (in MMBtu) equal to the cumulative sum of the Maximum Daily Quantities for all Days during the period beginning with the first Day of the MQ Period and ending with the last Day of such Quarterly Period.

1.4. “Agreement” shall have the meaning given to such term in the preamble of this Agreement.

1.5. “AMI Agreement” shall mean that certain Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement, dated April 14, 2015, by and among PennTex NLA Holdings, LLC, MRD WHR LA Midstream LLC, PennTex JV and Customer.

1.6. “Annual Period” shall mean a period commencing at 9:00 a.m., Central Clock Time, on the Plant Operational Date of the Lincoln Parish Plant and ending at 9:00 a.m., Central Clock Time on the same Day and calendar month of the following calendar year and thereafter for succeeding periods of twelve (12) consecutive Months each.

1.7. “Applicable Firm Rate” means, for any Day, (i) as to the applicable MDQ for such Day up to 345,000 MMBtu, forty-three and one-half cents ($0.435) per MMBtu, and (ii) as to the portion of such applicable MDQ above 345,000 MMBtu, if any, thirty-five cents ($0.35) per MMBtu.

1.8. “Applicable Interruptible Rate” means, for Customer’s Interruptible Receipts on any Day (i) through and including June 30, 2016, forty-seven cents ($0.47) per MMBtu, and (ii) on or after July 1, 2016, thirty-five cents ($0.35) per MMBtu.

1.9. “Area of Mutual Interest” or “AMI” shall mean all of the land described in Exhibit A attached hereto.

1.10. “Assumed Obligations” shall have the meaning given to such term in Section 17.2.

1.11. “Btu” shall mean one British thermal unit, the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at standard reference conditions.

1.12. “Business Day” shall mean any day (other than a Saturday or Sunday) on which commercial banking institutions in Houston, Texas are generally open for business.

1.13. “Central Clock Time” shall mean the current time in the Central Time Zone taking into consideration the seasonal changes back and forth between Daylight Savings and Standard time.

1.14. “Control” (including its derivatives and similar terms) means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such relevant Person by ownership of voting interest, by contract or otherwise.

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1.15. “Credit Interruption Days” shall mean, with respect to any Quarterly Period in the MQ Period, the Interruption Days, if any, occurring in such Quarterly Period in excess of one (1) Interruption Day.

1.16. “Customer” shall have the meaning given to such term in the preamble of this Agreement.

1.17. “Customer Dedicated Leases” shall mean all oil and gas leases owned by Customer or any of its Subsidiaries covering lands located in the Dedicated Area, including, without limitation, (a) any oil and gas leases owned by Customer and/or any of its Subsidiaries covering any lands in the Dedicated Area as of March 17, 2014, as set forth in Exhibit C hereto, and (b) any oil and gas leases acquired by Customer or any of its Subsidiaries within the Dedicated Area after March 17, 2014.

1.18. “Customer Gas” shall have the meaning given to such term in Section 2.1.

1.19. “Customer Plant Products” shall mean the aggregate volume of Plant Products recovered at the Plants and allocated by Processor to Customer Gas.

1.20. “Customer Residue Gas” shall mean Gas having a Thermal Content equal to (i) the Thermal Content of Customer Gas measured at the Point of Delivery minus (ii) the Thermal Content of Inert Constituents removed from such Gas, Shrinkage attributable to Customer Plant Products extracted from such Gas, the Thermal Content of Plant Fuel allocated to such Gas and the Thermal Content of Lost and Unaccounted for Gas allocated to such Customer Gas.

1.21. “Customer’s Inert Constituents” shall have the meaning given to such term in Section 13.3.

1.22. “Daily” or “Day” shall mean a period of hours, commencing at 9:00 a.m., Central Clock Time, on a calendar day and ending at 9:00 a.m., Central Clock Time, on the next succeeding calendar day.

1.23. “Dedicated Area” shall mean all lands within the AMI.

1.24. “Dedication” shall have the meaning given to such term in Section 2.1.

1.25. “Default Interest Rate” shall mean the U.S. Prime Rate (as published in the “Money Rates” table of The Wall Street Journal, Eastern Edition) plus an additional two points (2.00%) applicable on the first Business Day prior to the due date of payment and thereafter on the first Business Day of each succeeding Month (or, if such rate is contrary to any applicable usury laws, the maximum rate permitted by such applicable laws).

1.26. “Deficiency Payment” shall have the meaning set forth in Section 9.4.

1.27. “Effective Date” shall have the meaning given to such term in the preamble of this Agreement.

1.28. “EGM” shall have the meaning given to such term in Section 6.2.

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1.29. “Ethane Recovery Option” shall have the meaning given to such term in Section 3.1(c).

1.30. “Ethane Rejection Option” shall have the meaning given to such term in Section 3.1(c).

1.31. “Existing Gas Processing Agreement” shall have the meaning given to such term in the recitals of this Agreement.

1.32. “Firm Receipts” shall mean receipts of Gas by Processor at the Plants, from Customer or any other Person, for which Processor is contractually entitled to interrupt its performance only to the extent of Plant Interruptions, including Customer Gas delivered hereunder up to the MDQ.

1.33. “Force Majeure” shall have the meaning given to such term in Section 14.2.

1.34. “Gallon” shall mean one (1) U.S. gallon.

1.35. “Gas” shall mean natural gas and casinghead gas as produced from wells classified as gas wells or oil wells.

1.36. “Gathering System” shall mean the Gas gathering facilities owned or operated by Processor or its Affiliates that are used to gather Customer Gas and deliver it to one or more Plants.

1.37. “Governmental Authority” shall mean any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority entitled to any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

1.38. “Greenhouse Gas Surcharge” shall have the meaning given to such term in Section 9.5(a).

1.39. “Greenhouse Gases” shall mean certain components which may from time to time comprise part of Customer Gas consisting of carbon dioxide, methane, nitrous oxide, and ozone.

1.40. “Gross Heating Value” shall mean the number of Btus produced by the complete combustion in air, at constant pressure of one (1) cubic foot of Gas, at a base temperature of sixty degrees Fahrenheit (60°F) and at a reference pressure base equal to 14.65 psia, with air of the temperature and pressure of the Gas, after the products of combustion are cooled to the initial temperature of the Gas, and after the air and water formed by the combustion is condensed to the liquid state. The gross heating value of the Gas shall be corrected for water vapor under testing conditions to the actual water vapor content of the Gas being delivered; provided, however, if the actual water vapor content is seven (7) pounds per 1,000,000 standard cubic feet of Gas or less, the Gas shall be deemed “dry” and no water vapor correction shall be made.

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1.41. “Hazardous Substances” shall have the meaning set forth Section 5.3.

1.42. “Ideal Gas Laws” shall mean the thermodynamic laws applying to perfect gases.

1.43. “Inert Constituents” shall mean constituents other than Plant Products contained in Gas, including carbon dioxide, hydrogen sulfide, water vapor, ozone, nitrous oxide and mercury.

1.44. “Interests” shall mean any right, title, or interest in lands, wells, or leases and the right to produce oil and/or Gas therefrom whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, farm-out or arising from any pooling, unitization or communitization of any of the foregoing rights.

1.45. “Interruptible Receipts” shall mean receipts of Gas by Processor at the Plants from Customer or any other Person for which Processor is contractually entitled to interrupt its performance, in its sole and unfettered discretion, for any reason or no reason, including Customer Gas delivered hereunder in excess of the MDQ.

1.46. “Interruption Day” shall mean any Day in the MQ Period that the quantity of Customer Gas accepted by Processor at the Point of Delivery is less than the lesser of (i) the MDQ in effect for such Day or (ii) ninety percent (90%) of the quantity of Customer Gas nominated hereunder that meets the Specifications and is available for delivery on such Day, due to a Plant Interruption, curtailment, or Processor’s failure to perform hereunder.

1.47. “Lincoln Parish Plant” shall mean that certain initial Gas processing plant to be constructed by Processor or its Affiliate and located at 400 Elliott Road, Arcadia, Louisiana.

1.48. “Losses” shall mean any actual loss, cost, expense, liability, damage, demand, cause of action, suit, sanction, claim, judgment, lien, fine or penalty, including attorney’s fees, which are incurred by the applicable indemnified Persons on account of 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 indemnified the applicable indemnified Persons.

1.49. “Lost and Unaccounted for Gas” shall mean Gas that is flared, vented and/or lost and unaccounted for in the operation of the Plants.

1.50. “Maintenance” shall have the meaning given to such term in Section 3.6.

1.51. “Maximum Daily Quantity” or “MDQ” shall mean:

1. with respect to each Day prior to the Plant Operational Date of the Mt. Olive Plant, 115,000 MMBtu per Day;

2. with respect to each Day in the period during the Primary Term beginning upon the Plant Operational Date of the Mt. Olive Plant through and including June 30, 2016, 345,000 MMBtu per Day;

5

3. subject to the occurrence of the Plant Operational Date of the Mt. Olive Plant in accordance with Section 3.1(b), with respect to each Day beginning on July 1, 2016 through and including June 30, 2026, (i) 460,000 MMBtu per Day, plus (ii) the quantity of any Incremental MDQ Volumes (in MMBtu) determined pursuant to Section 3.7(b);

4. subject to the occurrence of the Plant Operational Date of the Mt. Olive Plant in accordance with Section 3.1(b), with respect to each Day beginning on July 1, 2026, through and including the date that is the fifteenth (15th) anniversary of the Plant Operational Date of the Lincoln Parish Plant, 345,000 MMBtu per Day;

5. with respect to each Day beginning on the Day immediately following the date that is the fifteenth (15th) anniversary of the Plant Operational Date of the Lincoln Parish Plant and ending on the last Day of the Primary Term, 115,000 MMBtu per Day; and

6. with respect to each Day in any Additional Term, the quantity as determined in Section 3.7(c).

1.52. “Measurement Dispute” shall have the meaning given to such term in Section 6.11.

1.53. “Measurement Expert” shall have the meaning given to such term in Section 6.11.

1.54. “MMBtu” shall mean one million (1,000,000) Btus.

1.55. “MMcf” shall mean one million (1,000,000) cubic feet at a pressure of 14.65 psia and a temperature of sixty degrees Fahrenheit (60°F).

1.56. “Month” shall mean a period of time beginning at 9:00 a.m., Central Clock Time on the first Day of the calendar month and ending at 9:00 a.m., Central Clock Time on the first Day of the next succeeding calendar month.

1.57. “Monthly MDQ” shall mean, for each Month, the aggregate of the MDQ for each Day during such Month.

1.58. “MQ Period” shall have the meaning given to such term in Section 9.3.

1.59. “Mt. Olive Plant” shall mean that second Gas processing plant to be constructed by Processor or its Affiliate and located at 155 LP&L Road-PVT, Ruston, Louisiana.

1.60. “NGL Delivery Point” shall mean, with respect to each Plant, the outlet flange of such Plant through which Processor delivers Customer Plant Products to Customer or its designee for Customer’s account.

1.61. “NGL Election” shall have the meaning given to such term in Section 3.1(c).

6

1.62. “NGL Pipeline” shall mean the Plant Products pipeline owned or operated by Processor or its Affiliate(s) that is used to transport Customer Plant Products from the NGL Delivery Point for further delivery to Customer or Customer’s designee.

1.63. “Non-Conforming Gas” shall have the meaning given to such term in Section 5.2(a).

1.64. “Parties” shall have the meaning given to such term in the preamble of this Agreement.

1.65. “Party” shall have the meaning given to such term in the preamble of this Agreement.

1.66. “PennTex JV” shall have the meaning given to such term in the recitals of this Agreement.

1.67. “Performance Assurance” shall have the meaning given to such term in Section 12.5.

1.68. “Permanent Affected Volume” shall have the meaning set forth in Section 3.10.

1.69. “Person” shall mean any individual or any corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority or other entity.

1.70. “Plants” shall mean the Lincoln Parish Plant, the Mt. Olive Plant and any other gas processing plant owned by Processor and located within the AMI where Customer Gas is processed hereunder, and “Plant” shall mean any of such Plants.

1.71. “Plant Fuel” shall mean, with respect to a Plant, Gas used to operate such Plant.

1.72. “Plant Interruptions” shall have the meaning set forth in Section 3.8.

1.73. “Plant Interruption Credit Quantity” shall mean, with respect to any Interruption Day, the difference between (i) the lesser of (a) the MDQ and (b) the quantity of Customer Gas nominated hereunder and that meets the Specifications and is (or would be) available for delivery at the Point of Delivery on such Credit Interruption Day, and (ii) the quantity of Customer Gas actually accepted by Processor hereunder at the Point of Delivery on such Interruption Day. With respect to the end of any Quarterly Period, the Plant Interruption Credit Quantity shall be the sum of the Plant Interruption Credit Quantities for all Credit Interruption Days as of the end of such Quarterly Period.

1.74. “Plant Operational Date” shall mean, with respect to a specified Plant, the Day on which Processor notifies Customer that such Plant is operational and ready to accept Customer Gas for processing hereunder; provided, that if such Day is not the first Day of a Month, the Plant Operational Date shall be the first Day of the following Month.

7

1.75. “Plant Products” shall mean the mixture of liquefiable hydrocarbon components consisting of ethane, propane, normal butane, iso-butane and natural gasoline that Processor recovers and removes from Gas.

1.76. “Point of Delivery” shall mean:

1. the custody transfer meter at a Plant where Customer Gas is measured and delivered to a Plant;

2. the meter or measurement facilities (if any) at which condensate and/or drip liquids that are recovered from the Gathering System, vaporized, and injected into a Plant for further processing are measured;

3. the meter or measurement facilities (if any) at which Gas recovered by vapor recovery units as part of the condensate stabilization process (if any) and injected into a Plant for further processing is measured; and/or

4. any other custody transfer meters or measurement facilities at which Gas or condensate is delivered into a Plant for processing and is not measured by any of the meters or measurement facilities described in clauses (a) through (c) above.

1.77. “Point of Measurement” and “Points of Measurement” shall mean a “Receipt Point”, or collectively, all “Receipt Points” as such terms are defined in the Regency Gathering Agreement.

1.78. “Point of Redelivery” shall mean the custody transfer meter at or near the tailgate of each Plant through which Processor redelivers Customer Residue Gas to Customer or its designees for Customer’s account for further transportation on downstream pipelines.

1.79. “PPI” shall mean the “Producer Price Index Industry Data for Oil and Gas Field Machinery and Equipment” as determined and published by the Bureau of Labor Statistics of the United States Department of Labor or its successor index.

1.80. “PPI Escalator” shall have the meaning given to such term in Section 9.2.

1.81. “Primary Term” shall have the meaning given to such term in Section 11.1.

1.82. “Prior Dedications” shall mean, (a) as to the Interests owned by Customer and/or any of its Subsidiaries in the Dedicated Area as of March 17, 2014, all dedications or commitments for processing services burdening such Interests as of March 17, 2014 as set forth in Exhibit C hereto and (b) as to any Interests acquired by Customer or any of its Subsidiaries within the Dedicated Area after March 17, 2014, all dedications or commitments for processing services burdening such Interests which are existing as of the time of any such acquisition.

1.83. “Processing Fee” shall have the meaning given to such term in Section 9.1.

8

1.84. “Processor” shall have the meaning given to such term in the preamble of this Agreement.

1.85. “Quarterly Deficiency Quantity” shall have the meaning given to such term in Section 9.4.

1.86. “Quarterly Gas Commitment” shall mean with respect to each Quarterly Period during the MQ Period, the quantity of Gas (in MMBtu) equal to the cumulative sum of the Maximum Daily Quantities for all Days during such Quarterly Period.

1.87. “Quarterly Period” shall mean a period of time beginning at 9:00 a.m., Central Clock Time on the first day of a calendar quarter (or, if such Quarterly Period is the initial Quarterly Period of the MQ Period, the first day of the MQ Period), and ending at 9:00 a.m., Central Clock Time on the first day of the next succeeding calendar quarter (or, if less, the last day of the MQ Period).

1.88. “Regency” means Regency Energy Partners LP, as gatherer under the Regency Gathering Agreement, and its successors and assigns.

1.89. “Regency Gathering Agreement” means that certain Gas Gathering Agreement dated November 1, 2012 between Regency and Customer, as amended and restated by that certain Amended and Restated Gas Gathering Agreement dated April 1, 2013, as may be further amended, supplemented or modified from time to time.

1.90. “Residue Gas” shall mean that gaseous portion of Gas delivered at the Point of Redelivery.

1.91. “Residue Gas Pipeline” shall mean the Gas pipeline owned or operated by Processor or its Affiliate(s) that is used to transport Customer Residue Gas from the Point of Redelivery for further delivery to Customer or Customer’s designee.

1.92. “SEC” shall have the meaning given to such term in Section 12.5(b).

1.93. “Senior Management Meeting” shall have the meaning given to such term in Section 3.10.

1.94. “Shrinkage” shall mean that decrease in Thermal Content of Gas that results from the conversion in a Plant of liquefiable components of such Gas into Plant Products, but exclusive of Plant Fuel allocated to such Gas, Inert Constituents removed from such Gas and Lost and Unaccounted for Gas allocated to such Gas.

1.95. “Specifications” shall have the meaning given to such term in Section 5.1.

1.96. “Subsidiary” shall mean, with respect to any Person, at any date, any other Person of which equity interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, any general partnership interests are, as of such date, owned, Controlled or held by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

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1.97. “Tail Period” shall mean the period beginning upon the end of the fifteenth (15th) Annual Period following the Plant Operational Date of the Lincoln Parish Plant and ending at 9:00 a.m., Central Clock Time, on the date that is the fifteenth (15th) anniversary of the Plant Operational Date of the Mt. Olive Plant.

1.98. “Taxes” shall mean any or all current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected by any governmental authority having jurisdiction.

1.99. “Temporary Affected Volume” shall have the meaning given to such term in Section 3.9.

1.100. “Thermal Content” shall mean (i) with respect to Gas, the product of a volume of Gas and the Gross Heating Value of such Gas, adjusted to a same pressure base of 14.65 psia, as expressed in MMBtus, and (ii) with respect to a given Plant Product, the product of a volume of such Plant Product and the Gross Heating Value of such Plant Product.

1.101. “Third Party Gas” shall have the meaning given to such term in Section 3.7(a).

1.102. “Third Party Operator” shall mean any Person, other than Customer, Processor and any of their respective Affiliates, that delivers Customer Gas to the Gathering System, receives Customer Residue Gas from the Residue Pipeline or receives Customer Plant Products from the NGL Pipeline.

1.103. “Third Party Processing Fees” shall mean, with respect to any period of time, the processing fees received by Processor with respect to processing Third Party Gas in a Plant during such period of time.

1.104. “Total Gas Commitment” shall mean, with respect to the MQ Period, the quantity of Gas (in MMBtu) equal to the cumulative sum of the Maximum Daily Quantities for all Days during such MQ Period.

1.105. “WildHorse” shall have the meaning given to such term in the recitals of this Agreement.

ARTICLE II.

CUSTOMER RIGHTS AND OBLIGATIONS

2.1 Dedication. Subject to the terms of the AMI Agreement, and the other terms and conditions hereof, Customer hereby dedicates for processing under this Agreement and, commencing at 9:00 a.m., Central Clock Time, on the Plant Operational Date of the Lincoln Parish Plant and continuing until the end of the term as provided in Section 11.1 hereof, shall deliver, or cause to be delivered, hereunder to the Point of Delivery the following (the “Dedication” and, the Gas that is the subject of the Dedication, being herein referred to as the “Customer Gas”):

(a) all Gas produced and saved from wells now or hereafter located on lands covered by the Customer Dedicated Leases or on lands pooled or unitized therewith to

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the extent such Gas is attributable to Interests now owned by Customer and/or any of its Subsidiaries or hereafter acquired by Customer and/or any of its Subsidiaries, and their respective successors and assigns, and not delivered or used in lease operations as permitted pursuant to Section 2.8 or otherwise excluded as provided herein; and

(b) with respect to such wells for which Customer and/or any of its Subsidiaries is the operator, Gas produced from such wells that is attributable to Interests in such wells owned by other working interest owners and royalty owners which is not (i) taken “in-kind” by such working interest owners and royalty owners (and which Customer has the contractual right to deliver under this Agreement) or (ii) delivered or used in lease operations as permitted pursuant to Section 2.8, and for which Customer and/or any of its Subsidiaries has the right and/or obligation to deliver such Gas; provided, however, that with respect to Customer Gas that is subject to a Prior Dedication, such Customer Gas may be delivered in accordance with such Prior Dedication as provided in Section 2.2 hereof.

Notwithstanding the foregoing, the Parties acknowledge and agree that prior to the Plant Operational Date of the Lincoln Parish Plant, Customer may deliver Customer Gas to other gathering systems, processors and/or pipelines.

2.2 Prior Dedications. Other than the Prior Dedications and the Dedication hereunder, Customer represents and warrants to Processor that, as of the Effective Date, none of the Interests owned by Customer and/or any of its Subsidiaries in the Dedicated Area are subject to any other dedication for Gas processing services. Upon termination of a Prior Dedication, the Gas subject to such Prior Dedication shall, to the extent not already subject to the Dedication, automatically be subject to the Dedication for all purposes under this Agreement without any further actions by the Parties.

2.3 Covenant Running with the Land.

(a) So long as this Agreement is in effect, this Agreement shall (i) be a covenant running with the Interests now owned by Customer and/or any of its Subsidiaries or hereafter acquired by Customer and/or any of its Subsidiaries and their respective successors and assigns in the Dedicated Area and (ii) be binding on and enforceable by Processor and its successors and assigns against Customer, its Subsidiaries and their respective successors and assigns.

(b) Prior to assigning any of its Interests, Customer shall notify the potential acquiring party of the existence and terms of the Dedication hereunder.

2.4 Memorandum of Agreement. Within thirty (30) days of the execution of this Agreement, the Parties shall execute, acknowledge, deliver, and record a “short form” memorandum of this Agreement, listing the townships within the Dedicated Area, in the form of Exhibit D attached hereto which shall be placed of record in the parishes comprising the Dedicated Area. Customer has delivered to Processor a schedule showing, as of March 17, 2014, all Interests owned by Customer and/or any of its Subsidiaries that cover lands located within the Dedicated Area, which schedule contains, for each such Interest, the name of the instrument

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creating the Interest, the date of such instrument, the parties to such instrument, the legal description of the lands covered by such instrument and the recording information for such instrument.

2.5 Customer Warranty. Customer represents and warrants to Processor that Customer has the right to process the Customer Gas delivered hereunder and to recover, remove and sell all Plant Products and Inert Constituents as are contained in such Customer Gas.

2.6 No Upstream Processing. Customer agrees that Customer Gas shall be delivered at the Points of Measurement to Regency pursuant to the Regency Gathering Agreement without the prior extraction or removal therefrom of any liquefiable hydrocarbons, except as provided in the Regency Gathering Agreement.

2.7 Customer Gas in Excess of Maximum Daily Quantity. To the extent that Customer delivers, and Processor accepts, Customer Gas in excess of the MDQ, such excess Customer Gas shall be treated as Interruptible Receipts for purposes of Section 3.5. Notwithstanding the foregoing, the Parties agree that this Agreement and the rates and other terms contained herein shall govern the provision by Processor of processing services for the first 690,000 MMBtu per Day of Customer Gas produced by Customer within the AMI and not subject to a Prior Dedication.

2.8 Gas for Lease Operations. Customer reserves the right to withhold from delivery any Customer Gas required for Customer’s oil and gas producing operations with respect to wells within the AMI or lands pooled or unitized therewith.

ARTICLE III.

DELIVERY AND PROCESSING OF GAS

3.1 Plant Operational Dates; Initial Operations; Design Basis.

(a) Lincoln Parish Plant Operational Date. Processor shall design, engineer, procure and construct the Lincoln Parish Plant in a good and workmanlike manner and in accordance with good industry practices, and shall use its commercially reasonable efforts to complete the Lincoln Parish Plant, and commence service hereunder, on or before May 15, 2015. The Lincoln Parish Plant, when complete, will have a nominal design capacity of 200 MMcf per Day. Processor shall provide at least thirty (30) Days’ prior written notice to Customer of the expected Plant Operational Date of the Lincoln Parish Plant. If the Plant Operational Date of the Lincoln Parish Plant has not occurred by November 1, 2015, as such date shall be extended by the occurrence of Force Majeure events affecting Processor not to exceed one-hundred-twenty (120) Days in the aggregate, then Customer may terminate this Agreement upon written notice to Processor; provided, however, (i) in the event that Customer or any Affiliate of Customer, acting in its capacity as a member of the board of managers of PennTex JV, takes any action, directly or indirectly, to materially delay or hinder Processor’s performance of obligations hereunder, then Customer’s right of termination pursuant to this Section 3.1(a) shall not apply, (ii) if the Plant Operational Date of the Lincoln Parish Plant occurs after such date, but before Customer notifies Processor of such termination, Customer’s

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right of termination under this Section 3.1(a) shall expire and be of no further force and effect, and (iii) if any delay of the Plant Operational Date of the Lincoln Parish Plant is caused by Customer or any Third Party Operator of upstream or downstream pipelines or facilities sending or receiving Customer Gas, then Customer’s right of termination pursuant to this Section 3.1(a) shall not apply.

(b) Mt. Olive Plant Operational Date. Processor shall design, engineer, procure and construct the Mt. Olive Plant in a good and workmanlike manner and in accordance with good industry practices, and shall use its commercially reasonable efforts to complete the Mt. Olive Plant, and commence service hereunder, on or before October 1, 2015. The Mt. Olive Plant, when complete, will have a nominal design capacity of 200 MMcf per Day. Processor shall provide at least forty-five (45) Days’ prior written notice to Customer of the expected Plant Operational Date of the Mt. Olive Plant. If the Plant Operational Date of the Mt. Olive Plant has not occurred by July 1, 2016, as such date shall be extended by the occurrence of Force Majeure events affecting Processor not to exceed one-hundred-twenty (120) Days in the aggregate, then the MDQ with respect to each Day in the Primary Term shall be 115,000 MMBtu per Day.

(c) Initial Plant Operation. The Parties agree each Plant shall startup and initially operate in ethane rejection mode. Processor will not be responsible for delays in a Plant Operational Date due to the actions or inactions of Customer or a Third Party Operator.

(d) Processing Election. By 5:00 p.m. on the fifth (5^th) Business Day prior to the first Day of each Month commencing with the Month following the date on which Processor notifies Customer that Processor is ready to operate the Lincoln Parish Plant in full recovery mode, Customer shall notify Processor in writing of Customer’s election (the “NGL Election”) to have the Customer Plant Products for such Month determined using either (i) maximum recovery of Plant Products (“Ethane Recovery Option”) or (ii) minimum recovery of Plant Products (“Ethane Rejection Option”). Should Customer fail to make a timely NGL Election, Customer shall be deemed to have elected to continue the option that is in place for the immediately preceding Month. Notwithstanding Customer’s NGL Election for a given Month, Processor shall not be required to operate its facilities in any particular recovery mode during such Month; provided, however, Customer Plant Products for such Month shall be determined in accordance with Customer’s NGL Election for such Month.

(e) Plant Design Basis. Each Plant’s operating performance will be dictated by the quality and delivery pressure of Customer Gas. Processor has designed and constructed, and will operate, each Plant based on (i) the gas quality specifications provided by Customer in Exhibit E, (ii) Customer Gas being delivered to a Plant’s Point of Delivery at uniform rates of flow and a pressure sufficient to cause the delivery pressure at such Plant’s Point of Delivery to be not less than 500 Psig, but not greater than the maximum allowable operating pressure of such Plant at such Point of Delivery, and (iii) delivery pressure at the Point of Redelivery not being less than 1,100 psig during Ethane Recovery Option and 1,085 psig during Ethane Rejection Option.

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3.2 Delivery of Customer Gas. Subject to the provisions of this Agreement, any agreement applicable to the Gathering System, and the operational constraints of the Gathering System, Customer shall deliver, or cause to be delivered, Customer Gas to Processor at the Point of Delivery. Subject to the provisions of this Agreement, commencing, in the case of each Plant, upon the Plant Operational Date of such Plant, Processor shall accept delivery of Customer Gas at the applicable Point of Delivery hereunder (Customer recognizes Customer Gas in Processor’s custody may be commingled with Third Party Gas and that no segregated services are provided hereunder).

3.3 Processor Commitment. Subject to the provisions of this Agreement, commencing on the Plant Operational Date of the Lincoln Parish Plant, Processor hereby agrees to (i) receive and accept hereunder, as Firm Receipts, all volumes of Customer Gas up to the Maximum Daily Quantity, and as Interruptible Receipts, all volumes of Customer Gas in excess of the Maximum Daily Quantity, (ii) process hereunder, as Firm Receipts, all volumes of Customer Gas up to the Maximum Daily Quantity, and as Interruptible Receipts, all volumes of Customer Gas in excess of the Maximum Daily Quantity, (iii) redeliver Customer Residue Gas to Customer or Customer’s designee at the Point of Redelivery, (iv) deliver Customer Plant Products pursuant to Section 3.13 of this Agreement, and (v) at Processor’s option, dispose of Inert Constituents removed from Customer Gas. Notwithstanding any provision herein to the contrary, Processor shall not have any obligation to receive or accept any volumes of Customer Gas if Customer cannot deliver to Processor a minimum of 70,000 MMBtu of Customer Gas per Day. Further, should Processor elect not to receive or accept Customer Gas pursuant to the preceding sentence, such Customer Gas shall not be included in the computation of Customer Gas delivered to a Point of Delivery for purposes of determining the Quarterly Deficiency Quantity in Section 9.4.

3.4 Delivery of Customer’s Residue Gas. Customer, or Customer’s designee, shall accept delivery of Customer Residue Gas from Processor at the Point of Redelivery. Subject to the provisions of this Agreement (including, without limitation, Section 3.1(e) hereof), Processor shall use commercially reasonable efforts to deliver Customer Residue Gas into the facilities of interconnecting pipelines at the Point of Redelivery at a pressure sufficient to overcome the operating pressure existing in such receiving facilities from time to time, but Processor shall not be obligated to install secondary residue compression in the Plants to make deliveries of Customer Residue Gas.

3.5 Receipt and Processing of Gas.

(a) Firm Receipts. Subject to the terms and conditions of this Agreement, from and after the Plant Operational Date of the Lincoln Parish Plant, Processor shall receive and process, as Firm Receipts, all Customer Gas tendered by Customer each Day in accordance with this Agreement up to the MDQ.

(b) Interruptible Receipts. Subject to the terms and conditions of this Agreement, from and after the Plant Operational Date of the Lincoln Parish Plant, Processor shall receive and process, as Interruptible Receipts, all Customer Gas tendered by Customer each Day in accordance with this Agreement in excess of the MDQ; provided, that the sum of the MDQ plus Interruptible Receipts of Customer Gas for any Day shall not exceed the total operating capacity of the Plants for such Day.

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3.6 Maintenance. Processor shall be entitled, without liability, to interrupt its performance hereunder to perform necessary or desirable inspections, maintenance, testing, alterations, modifications, connections, repairs or replacements to its facilities as Processor deems necessary (“Maintenance”), with reasonable, advance notice provided to Customer, except in cases of emergency where such notice is impracticable or in cases where the provision of services to Customer pursuant to this Agreement will not be affected; provided, that Processor will reasonably cooperate with Customer to minimize adverse effects due to such Maintenance work.

3.7 Customer’s MDQ.

(a) Curtailment. Subject to Plant Interruptions, Processor shall use commercially reasonable efforts to maintain an aggregate processing capacity available to Customer at the Plants of not less than the MDQ; provided, that nothing herein shall restrict the right of Processor to receive, provide services for and redeliver Gas from other Persons (“Third Party Gas”); provided, further, that for any period during which the quantity of Gas available for delivery to the Plants exceeds the aggregate physical processing capacity of the Plants because of Force Majeure, Maintenance, operational considerations or the recovery mode in which such Plants are operating, Processor shall have the right to interrupt or curtail receipts of Gas in accordance with the following:

(i) Interruptible Receipts. First, Processor shall curtail all Interruptible Receipts prior to curtailing any Firm Receipts. If Processor curtails some, but not all, Interruptible Receipts on any Day hereunder, Processor shall allocate the aggregate processing capacity of the Plants available to each Person receiving service on an Interruptible Receipts basis on a pro rata basis based upon Customer’s and each other Person’s actual aggregate volume of Gas delivered to the Points of Delivery on the Day immediately preceding the date on which Processor makes such allocation. Such allocation shall remain in effect for the period of the curtailment.

(ii) Firm Receipts. Second, if additional curtailments are required beyond clause (i) above, Processor shall curtail Firm Receipts. If Processor curtails some, but not all, Firm Receipts on any Day, Processor shall allocate the aggregate processing capacity of the Plants available to each Person receiving service on a Firm Receipts basis on a pro rata basis based upon the ratio of such Person’s Firm Receipts capacity to the aggregate Firm Receipts capacity of all such Person’s. For the purposes of this Agreement, Customer’s Firm Receipts capacity at any time of determination shall be the MDQ at such time.

(b) Incremental MDQ Volumes. Subject to the occurrence of the Plant Operational Date of the Mt. Olive Plant, during the period from July 1, 2016 through June 30, 2021, Customer may, upon not less than nine (9) months written notice in each instance, increase the MDQ in increments of 57,500 MMBtu per Day (the “Incremental MDQ Volumes”); provided, however, that the sum of all Incremental MDQ Volumes during such period shall not exceed 230,000 MMBtu per Day.

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(c) Additional Term MDQ. Prior to the commencement of any Additional Term, Customer shall provide written notice to Processor of the MDQ that Customer desires under this Agreement for each Annual Period in such Additional Term, not to exceed the MDQ for the most recent Annual Period in the Primary Term or the preceding Additional Term, as applicable; provided, however, the Parties acknowledge and agree that the Quarterly Gas Commitment and Deficiency Payment shall not apply at any time after expiration of the Primary Term.

3.8 Plant Interruptions. The Parties recognize that the processing services provided by Processor hereunder may be interrupted from time to time as provided herein. Accordingly, it is agreed and understood by the Parties that the receipt and processing of Customer Gas hereunder by Processor shall be subject from time to time to partial or total interruption by Processor in the following circumstances ((i) and (iv) to be determined by Processor) (“Plant Interruptions”): (i) to provide for the safe operation of a Plant; (ii) conditions of Force Majeure affecting Processor; (iii) the inability or failure of (a) the Gathering System to receive or deliver Customer Gas, (b) the Residue Gas Pipeline to receive or deliver Customer Residue Gas or (c) the NGL Pipeline to receive or deliver Customer Plant Products, in each case to the extent that such inability or failure is solely caused by the action or inaction of Processor or its Affiliates; and (iv) Maintenance. Except as provided in this Section 3.8 and in Section 9.4, Processor shall have no liability of any kind to Customer for any Plant Interruptions.

3.9 Temporary Release. Notwithstanding anything in this Agreement to the contrary, if Processor is unable, whether due to Plant Interruptions or otherwise (except for circumstances caused by the gross negligence or willful misconduct of Customer), to provide processing services in one or more of the Plants with respect to all or any volume of the Customer Gas that meets the Specifications, then that volume of such Customer Gas for which Processor is unable to provide processing services (the “Temporary Affected Volume”) will be temporarily released from the Dedication and the Temporary Affected Volume may be delivered by Customer to other gathering systems, processors or pipelines until Processor provides to Customer written notice that Processor will be able to resume receiving the Temporary Affected Volume hereunder. Customer shall resume delivery of the Temporary Affected Volume under this Agreement as soon as reasonably practicable after receiving such notice from Processor. As soon as practicable after a temporary release, the Parties shall attempt to reach agreement on a solution to the cause of such service interruption.

3.10 Permanent Release. If, after the Plant Operational Date of the Lincoln Parish Plant, Processor is unable to receive Customer Gas hereunder for processing in the Plants for more than one-hundred fifty (150) Days in any twelve (12) consecutive Month period with respect to Customer Gas that meets the Specifications up to the MDQ for any reason other than (i) circumstances caused by the gross negligence or willful misconduct of Customer, (ii) circumstances caused by the inability of Customer to deliver to Processor a minimum of 70,000 MMBtu of Gas per Day, or (iii) the inability or failure of (A) Customer or Third Party Operators to deliver Customer Gas into the Gathering System, or (B) Customer or Third Party Operators to receive Customer Residue Gas or Customer Plant Products from the Residue Gas Pipeline or the

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NGL Pipeline, as applicable, in each case with respect to subclauses (A) and (B) to the extent that such inability or failure is not solely caused by the action or inaction of Processor or its Affiliates, Customer will provide written notice to Processor along with Customer’s determination of the volume of such Customer Gas for which Processor is unable to provide processing services (“Permanent Affected Volume”), which volume will equal the Daily average of such Customer Gas for which Processor was unable to provide processing services during such twelve (12) Month period. If the Parties have not reached agreement on a solution to such service interruption prior to the end of fourteen (14) Days after Customer notifies Processor, then no later than five (5) Business Days after the end of such fourteen (14) Day period, the senior management of the Parties will meet in person (a “Senior Management Meeting”) and negotiate in good faith in an attempt to reach agreement on an acceptable solution to such service interruption. If the Parties are unable to reach agreement on an acceptable solution to such service interruption during the Senior Management Meeting, then Processor shall, at Customer’s option, permanently release all or part of the Permanent Affected Volume from the Dedication by delivering written notice thereof to Customer. The Parties acknowledge and agree that the one-hundred fifty (150) Days referenced in this Section 3.10 shall not include periods of time during which Processor is unable to provide processing services due to (i) any act or omission of any Governmental Authority, (ii) any inability, despite the exercise of commercially reasonable efforts, to acquire replacement equipment used in Plant operations, or (iii) during the pendency of any application for any license, permit or other approval required by any Governmental Authority, in each case, that prevents Processor from providing processing services hereunder, other than due to such occurrences caused by the negligence of Processor, provided that the provisions of Section 3.9 would continue to apply during such period.

3.11 Release under the AMI Agreement. If Customer Gas is released from the Dedication pursuant to the AMI Agreement, such Gas may be delivered by Customer to other gathering systems, processors or pipelines for so long as such Gas is released.

3.12 Operation of the Plants. Processor shall at all times be entitled to full and complete operational control of the Plants. Processor shall at all times be entitled to manage, operate and reconfigure the Plants and its other facilities in its discretion, and shall have the right to commingle Customer Gas received by Processor with other Gas. Notwithstanding the foregoing, Processor will use commercially reasonable efforts to operate the Plants in a manner that will facilitate receipt of Customer Gas at the Plants and the redelivery of all Customer Residue Gas and Customer Plant Products.

3.13 Delivery of Customer Plant Products. If Processor is not responsible for the marketing of Customer Plant Products, Customer, or Customer’s designee, shall accept delivery of such Customer Plant Products at the NGL Delivery Point. Customer acknowledges that (i) Customer Plant Products will likely be commingled with Plant Products belonging to other parties using Processor’s facilities, and (ii) to the extent Processor is not responsible for marketing Customer Plant Products, Customer will be responsible for making arrangements regarding the further shipment and/or sale of Customer Plant Products. Notwithstanding anything herein contained to the contrary, if Processor is not responsible for the marketing of Customer Plant Products, and if Customer or Customer’s designee fails to accept delivery of such Customer Plant Products at the NGL Delivery Point at any time, Processor shall have the option, but not the obligation, without the need to obtain further authorization from Customer, to

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(i) sell any such unaccepted volumes of Customer Plant Products either (A) pursuant to the terms of a separate marketing agreement between Customer and Processor in which such parties will negotiate in good faith, or (B) if no such separate marketing agreement is entered into between Customer and Processor, Processor shall pay to Customer the net proceeds of such sale (deducting all of Processor’s costs and expenses related thereto) less a marketing fee of $0.05 per Gallon, and/or (ii) refuse acceptance of or curtail Customer Gas hereunder.

ARTICLE IV.

NOMINATIONS AND BALANCING

4.1 Nomination Procedures. Customer shall nominate gas for processing at the Plants in accordance with Processor’s currently effective nomination procedures. Processor’s nomination procedures will generally comply with the North American Energy Standards Board’s nomination policies and timeline. Processor reserves the right to modify its nomination procedures at any time provided that any modification will not take effect until Processor provides Customer with at least thirty (30) Days’ written notice of such modification.

4.2 Balancing. The Parties shall reasonably cooperate with each other in an effort to keep imbalances at the Plants and with interconnecting residue pipelines to a minimum and trending to zero.

4.3 Allocation of Received Gas. Processor shall allocate the total quantity of Gas received hereunder on each Day at each Point of Delivery pro rata based upon the actual flows of Customer Gas and Gas from all other customers to each such Point of Delivery on such Day.

4.4 Plant Product Allocation Procedure. Each measurement period, Processor shall allocate one hundred percent (100%) of the Plant Products recovered at each Plant based on the hydrocarbon content and fractional analysis of Customer Gas delivered to such Plant, relative to the hydrocarbon content and fractional analysis of all other Gas delivered to such Plant during such measurement period, in each case, as such hydrocarbon content and fractional analysis is determined at the Point of Delivery for such Plant.

ARTICLE V.

QUALITY

5.1 Gas Quality Specifications. Customer Gas delivered hereunder shall meet each of the quality specifications set forth in Exhibit E attached hereto (collectively, the “Specifications”) at the Point of Delivery. If Customer Gas satisfies the Specifications at the Point of Delivery, Processor shall deliver (i) Customer Residue Gas that meets the quality specifications of the downstream pipelines and other facilities owned or operated by Processor or its Affiliate(s) and connected to the Point of Redelivery and (ii) Customer Plant Products that meet the quality specifications of the downstream pipelines and other facilities owned and operated by Processor or its Affiliate(s) and connected to the NGL Delivery Point.

5.2 Non-Conforming Gas.

(a) If Customer becomes aware that any Customer Gas fails to conform to the Specifications (such Gas, “Non-Conforming Gas”), Customer, as soon as reasonably

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possible after becoming aware of such condition, shall give written notice to Processor of the Non-Conforming Gas and the manner in which such Non-Conforming Gas does not conform to the Specifications.

(b) If Processor becomes aware that Non-Conforming Gas is being delivered by Customer hereunder before receiving such written notice from Customer, Processor shall, as soon as reasonably possible after becoming aware thereof, deliver to Customer written notice of such Non-Conforming Gas, which notice may also serve as Processor’s notice of acceptance or rejection of such Non-Conforming Gas pursuant to Section 5.2(c) below.

(c) If any Non-Conforming Gas is tendered for processing by Customer at the Point of Delivery at any time, Processor may in its sole discretion choose to accept or to reject such Non-Conforming Gas.

(i) If Processor chooses to accept Non-Conforming Gas, Processor shall provide written notice to Customer of its acceptance of such Non-Conforming Gas, and the manner in which such Non-Conforming Gas does not conform to the Specifications. Such acceptance will not constitute a waiver of this provision with respect to any future receipt of Non-Conforming Gas. Processor’s option to refuse to accept receipt of Non-Conforming Gas is in addition to other remedies available to Processor under this Agreement. If Processor accepts such Non-Conforming Gas, Customer shall reimburse Processor for the out-of-pocket costs incurred by Processor to accept such Non-Conforming Gas. If Processor determines, in its sole discretion, at any time that the continued acceptance of such Non-Conforming Gas is not operationally feasible, Processor may notify Customer that it intends to discontinue accepting such Non-Conforming Gas.

(ii) If Processor chooses to reject Non-Conforming Gas, Processor may in its sole discretion shut in such Gas at any time. Processor shall follow up the rejection of Non-Conforming Gas with a written notice of such rejection to Customer, which notice shall specify the manner in which such Non-Conforming Gas does not conform to the Specifications.

(d) If any Non-Conforming Gas is delivered into the Plants, Customer will indemnify, defend, release and hold Processor harmless from and against all Losses arising from or out of the quality deficiency of such Non-Conforming Gas, except that Customer shall have no liability to Processor for any Losses arising from or out of any such Non-Conforming Gas accepted by Processor pursuant to Section 5.2(c)(i) above, but only with respect to, and to the extent of, the exceptions to the Specifications set forth in the applicable written notice of acceptance.

5.3 Hazardous Substances. Gas tendered by Customer for processing hereunder shall not contain any substance that is determined to be a contaminant or a hazardous waste or substance under the Resource Conservation and Recovery Act, 42 U.S.C. Section 1857, et seq., as amended from time to time, the Comprehensive Environmental Response, Compensation and

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Liability Act, 42 U.S.C. Section 9601, et seq., as amended from time to time, and the regulations issued thereunder, including 40 C.F.R. Parts 302 and 355, together with any other applicable environmental, health, or safety statutes (other than hydrocarbons and/or the natural constituent elements thereof) (collectively, “Hazardous Substances”).

5.4 Environmental, Health and Safety Laws. Customer warrants that, with respect to the Gas tendered at the Point of Delivery, it has complied or caused others to comply with all environmental, health, and/or safety statutes and regulations.

5.5 Gathering System Deliveries. Notwithstanding anything to the contrary in this Agreement, Gas delivered to Processor from the Gathering System that met the applicable requirements of the Gathering System when delivered thereto shall be deemed to be in compliance with all requirements of this Article V.

ARTICLE VI.

MEASUREMENT AND TESTING

6.1 Measurement Equipment. Processor shall install, maintain and operate, or cause to be installed, maintained and operated, suitable meters and/or other necessary equipment of ample size and proper type for accurate measurement of the following at each Plant:

(a) the volume of each type of Plant Product extracted from Gas delivered to such Plant for processing;

(b) the volume, Gross Heating Value and components of Gas used as Plant Fuel in processing Gas in such Plant;

(c) the volume, Gross Heating Value and components of Gas delivered to such Plant for processing, including the mass, flowing density, and sampling necessary to the determination of liquid yield, by component; and

(d) the volume, Gross Heating Value and components of Residue Gas delivered to such Plant’s Point of Redelivery.

6.2 Measurement Standards. Measurement facilities installed, owned, operated and maintained by Processor or its designees hereunder and processing of the data obtained therefrom shall be done so in accordance with generally accepted measurement standards as prescribed in, but not limited to, the latest versions of:

(a) ANSI/API 2530, AGA Report No. 3, API 14.3, GPA 8185 “Orifice Metering of Natural Gas and Other Related Hydrocarbon Fluids”;

(b) GPA 8182, API 14.7 “Mass Measurement of Natural Gas Liquids”;

(c) GPA 8173, API 14.4 “Converting Mass of Natural Gas Liquids and Vapors to Equivalent Liquid Volumes”;

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(d) GPA 2172, API 14.5, “Calculation of Gross Heating Value, Specific Gravity, and Compressibility of Natural Gas Mixtures from Compositional Analysis”;

(e) API 14.6 “Installing and Proving Density Meters”;

(f) API 21 “Flow Measurement Using Electronic Metering Systems”;

(g) API 14.8 “Liquefied Petroleum Gas Measurement”;

(h) API 5.6 “Measurement of Liquid Hydrocarbons by Coriolis Meters”;

(i) AGA Report No. 8, API 14.2 “Compressibility Factors of Natural Gas and Other Related Hydrocarbon Gases” per “Detailed Methodology”;

(j) GPA 2165 “Standard for Analysis of Natural Gas Liquid Mixtures by Gas Chromatography”; and

(k) GPA 2166 “GPA Methods of Obtaining Natural Gas Samples for Analysis by Gas Chromatography”.

Where electronic gas measurement (“EGM”) and flow computers are used, the Parties will use and accept the electronic derivations, measurements and calculations in lieu of mechanical recordings, chart integration and subsequent calculations. The official EGM data from the measuring equipment will remain the property of Processor, or its designee, but, upon request by Customer, Processor, or its designee, will submit its records and EGM data, together with calculations to Customer for inspection and verification, subject to their return to Processor, or its designee, within thirty-five (35) Days after their receipt.

6.3 Measurement Factors. As related to Gas measurement hereunder:

(a) The unit of volume shall be one (1) cubic foot of Gas at a base temperature of sixty degrees Fahrenheit (60°F) and at a base pressure of fourteen and sixty-five hundredths (14.65) pounds per square inch absolute. The atmospheric pressure shall be assumed to be a constant, determined by elevation and specific site location, regardless of the variations of such atmospheric pressure from time to time.

(b) Temperature shall be determined by use of a recording thermometer so installed that it may continuously record the temperature of Gas passing the meters.

(c) The specific gravity shall be determined by calculation from fractional analyses of proportional samples taken at Processor’s measurement facilities.

(d) Corrections for deviation from Ideal Gas Laws shall be made for all Gas metered hereunder as prescribed in the applicable standards.

(e) The Daily arithmetical flow weighted average recorded for temperature, the factor for specific gravity, and the corresponding correction for deviation from Ideal Gas Laws applicable during each Day shall be used to make computations of volumes hereunder.

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6.4 Measurement Accuracy Verification.

(a) Custody Transfer Meters. The accuracy of the measurement facilities specified herein and used for custody transfer of Customer Gas shall be verified at least once each Month. Customer shall be given reasonable notice and shall have the right to be present at the time of any installing, reading, cleaning, changing, repairing, inspecting, testing, calibrating, or adjusting done in connection with Processor’s measuring equipment hereunder. If after notice, Customer fails to have a representative present, the results of the tests shall, nevertheless, be considered accurate until the next tests are made and upon request by Customer, Processor shall furnish Customer a written copy of such test results. The costs of all tests of such measuring equipment shall be borne by Processor except that the costs for additional tests requested by Customer shall be borne by Customer.

(b) Non Custody Transfer Meters. The accuracy of the measurement facilities specified herein and used for applications other than custody transfer shall be verified at least once each quarter.

6.5 Measurement Error. If at any time any of the measuring or testing equipment is found to be out of service or registering inaccurately in any percentage, it shall be adjusted to read accurately, within the limits prescribed by the manufacturer. If at any time any of the measuring or testing equipment used for custody transfer is out of service or inaccurate by an amount exceeding two percent (2%) at a reading corresponding to the average rate of flow for the period since the last preceding test, the previous readings of such equipment shall be disregarded for any period definitely known or agreed upon, or for a period of one-half of the time elapsed since the last test of the measuring equipment affected, not to exceed fifteen (15) Days. The volume measured during such period shall be estimated by (a) using the data recorded by any check measuring equipment if installed and registering accurately, or if not installed or not registering accurately, (b) by correcting the error if the percentage of error is ascertainable by calibration, test, or mathematical calculation, or if neither (a) or (b) is feasible, (c) by estimating the quantity or quality measured, based upon deliveries under similar conditions during a period when the equipment was registering accurately. No correction shall be made for recorded inaccuracies of two percent (2%) or less.

6.6 Customer’s Right of Inspection. At all times during business hours, Customer shall have the right to inspect measurement equipment used for custody transfer purposes that is installed or furnished by Processor, or its designee, and the charts and other measurement or testing data retained by Processor. The reading, calibration and adjustment of all metering equipment and changing of charts hereunder shall be done only by Processor or Processor’s designee. Processor shall preserve all original test data, charts, and other similar records for a period of at least one (1) year or longer if required by law or regulation.

6.7 Gross Heating Value Determination. The Gross Heating Value of Customer Gas delivered to each Plant hereunder shall be determined each Month by taking flow proportional

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stream samples at the Point of Delivery for such Plant, or any other mutually agreed point, using a continuous proportional to flow sampling device. The samples will be collected for testing prior to the end of each Month. Processor shall compute, or cause to be computed, the Gross Heating Value from fractional analysis of the sample. The result shall be controlling and effective in the Month succeeding the Month in which the sample is obtained. The Gross Heating Value of Customer Gas to be used for the first Month of production after initial flow has begun will be determined from spot samples which will be collected at each applicable Point of Measurement approximately one (1) week after initial flow begins. The Gross Heating Value so determined shall be corrected from the condition of testing to a dry basis.

6.8 Hydrocarbon Content. For each Plant, Processor shall determine, or cause to be determined, the hydrocarbon content of Customer Gas delivered hereunder to such Plant, Gas from other sources delivered to such Plant for processing, Residue Gas delivered to the Point of Redelivery for such Plant, and Plant Fuel used by such Plant by a test conducted each Month. Such samples shall be taken at a flow rate, pressure and temperature which will yield equitable and representative test results.

6.9 Fractional Analysis. Fractional analysis of test samples shall be performed by Processor at the laboratory of Processor’s choosing, through the use of gas chromatography equipment or such other method as may be commonly used in the industry. From such fractional analysis, Processor shall determine the composition in mole percent of each of the following chemical compounds: (a) carbon dioxide, (b) nitrogen, (c) methane, (d) ethane, (e) propane, (f) iso-butane, (g) normal butane, (h) iso-pentane, (i) normal pentane and (j) hexanes and heavier hydrocarbons. Processor shall compute or cause to be computed, the Gross Heating Value, specific gravity, Plant Products content and correction factors for deviation from Ideal Gas Laws from this fractional analysis of samples. The results from these analyses shall be controlling and effective in the Month succeeding the Month in which the sample is obtained and shall apply to all subsequent deliveries until such time as new samples are obtained and analyzed. Processor shall furnish to Customer each such fractional analysis and Gross Heating Value which will accompany the statement described in Section 12.1 herein.

6.10 Modifications to Measurement Procedures. Processor reserves the right, in consultation with Customer, to modify the measurement procedures from time to time in order to conform with the measurement standards set forth in Section 6.2 herein for the Plants and/or to remove any inequities which may be found to exist, and it is agreed that any such modification will be applicable to this Agreement; provided, however:

(a) Processor shall give Customer at least thirty (30) Days’ written notice prior to any change or modification to such measurement procedures;

(b) such modification shall be in accordance with Gas Processors Association and API measurement standards and practices; and

(c) any change or modification to such measurement procedures shall be consistently applied to all customers who deliver Gas to any Plant for processing.

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6.11 Measurement Disputes. Any dispute, controversy, or claim arising out of or in connection with this Article VI (a “Measurement Dispute”) which the Parties are unable to resolve shall be referred to and determined by an expert agreed upon by both Parties in good faith (the “Measurement Expert”), as the sole and exclusive remedy of the Parties as to the Measurement Dispute. The decision of the Measurement Expert shall be final and binding upon the Parties.

ARTICLE VII.

PLANT PRODUCTS AND CUSTOMER RESIDUE GAS

7.1 Conveyance of Rights to Processor. Customer does hereby grant, bargain, sell, transfer, convey and assign to Processor, its successors and assigns, (i) the right to consume Customer Gas as Plant Fuel, and Lost and Unaccounted for Gas, and (ii) the right to sell Customer Plant Products for the account of Customer pursuant to Section 3.13 hereof.

7.2 Title to Customer Gas and Plant Products. Subject to other terms and conditions hereof, title to Customer Gas and all constituents thereof, including Customer Plant Products, shall remain with Customer at all times.

ARTICLE VIII.

PLANT FUEL, LOST AND UNACCOUNTED FOR AND SHRINKAGE

8.1 Allocation of Plant Fuel and Lost and Unaccounted for Gas. The Thermal Content of Customer Gas that is consumed as Plant Fuel and Lost and Unaccounted for Gas in the processing of Customer Gas during a given Month shall be determined, for each Plant, by multiplying (i) the total quantity of Btus consumed as Plant Fuel and Lost and Unaccounted for Gas in such Plant’s operations during such Month by (ii) a fraction, the numerator of which is the total Gallons of Customer Gas recovered and saved during such Month, and the denominator of which is the total Gallons of Plant Products recovered and saved in such Plant from all Gas processed at such Plant during such Month.

8.2 Calculation of Shrinkage. Customer’s share of Shrinkage shall be calculated by Processor each Month, for each Plant, by multiplying (i) the number of Gallons of each produced component of the mixed stream of Plant Products as determined and allocated to Customer Gas pursuant to the terms of this Agreement, by (ii) the Btu equivalent of each such component as set forth in the GPA Technical Standards Publication No. 2145-03, as revised from time to time, and as adjusted to sixty degrees Fahrenheit (60°F) and 14.65 psia pressure base, with the aggregate Btus of all such components constituting Customer’s share of Shrinkage hereunder.

8.3 Plant Fuel, Shrinkage and Lost and Unaccounted for Gas. Customer shall bear one hundred percent (100%) of the Plant Fuel, Shrinkage and Lost and Unaccounted for Gas attributable to processing Customer Gas, which will be deducted in determining Customer Residue Gas. For the avoidance of doubt, Customer shall not bear any costs related to third-party gas, if any.

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ARTICLE IX.

COMPENSATION AND FEES

9.1 Processing Fee. Each Month, Customer shall pay Processor, a fee equal to the sum of (a) the product of (i) the Applicable Firm Rate per MMBtu and (ii) Customer Gas up to the Monthly MDQ for such Month processed hereunder during such Month, plus (b) the product of (i) the Applicable Interruptible Rate per MMBtu and (ii) Customer Gas in excess of the Monthly MDQ for such Month processed hereunder during such Month (the Applicable Firm Rate or the Applicable Interruptible Rate, as applicable, each as may be adjusted pursuant to Section 9.2 and Section 9.5(b), is referred to herein as the “Processing Fee”).

9.2 Fee Adjustment. On each anniversary of the Plant Operational Date of the Mt. Olive Plant, the Processing Fee shall automatically increase to reflect 50% of the year-over-year increase in PPI in accordance with this Section 9.2. The adjusted Processing Fee for each year shall be determined by multiplying the Processing Fee for the prior year by the sum of (a) one, plus (b) the PPI Escalator. The “PPI Escalator” means a fraction determined by dividing (a) the difference between (i) a fraction, the numerator of which is the PPI for the latest available month that is no longer subject to revision prior to the date on which such adjustment is being made, and the denominator of which is the PPI (using the same base date) for the corresponding month in the preceding calendar year, and (ii) one, by (b) two; provided, however, that in no event shall the adjusted Processing Fee for any year be less than the Processing Fee for the prior year.

9.3 Minimum Quantity Commitment. Subject to the terms hereof, beginning on the Plant Operational Date of the Lincoln Parish Plant, Customer agrees to make available at the Point of Delivery for delivery to the Plants, (a) for each Quarterly Period, at least a quantity of Customer Gas equal to the Quarterly Gas Commitment for such Quarterly Period (less the Plant Interruption Credit Quantity for such Quarterly Period), and (b) on or before the end of the fifteenth (15th) Annual Period following the Plant Operational Date of the Lincoln Parish Plant (such fifteen (15) Annual Periods, the “MQ Period”), at least an aggregate quantity of Customer Gas equal to the Total Gas Commitment (less the aggregate Plant Interruption Credit Quantity). Subject to the terms hereof, for the period following the end of the MQ Period through the end of the Tail Period, Customer agrees to make available at the Point of Delivery for delivery to the Plants, at least an aggregate quantity of Customer Gas (in MMBtu) equal to the cumulative sum of the Maximum Daily Quantity for all Days during such Tail Period (less the aggregate Plant Interruption Credit Quantity for all Days during such Tail Period).

9.4 Deficiency Payments. If a Quarterly Deficiency Quantity (as defined below) exists as of the end of any Quarterly Period, then Customer shall pay to Processor an amount equal to the product of (i) the Quarterly Deficiency Quantity for such Quarterly Period multiplied by (ii) the Applicable Firm Rate per MMBtu that would have been paid hereunder with respect to such Quarterly Deficiency Quantity had such Quarterly Deficiency Quantity been processed hereunder (such product being the “Deficiency Payment”). “Quarterly Deficiency Quantity” means the amount (in MMBtu), if any, determined as of the end of each Quarterly Period, by which (a) the Aggregate Gas Commitment as of the end of such Quarterly Period exceeds (b) the sum of (x) the total cumulative quantity (in MMBtu) of Customer Gas delivered at the Point of Delivery during the MQ Period as of the end of such Quarterly Period, plus (y) the total cumulative quantity (in MMBtu) of Customer Gas on which Customer has paid to Processor a

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Deficiency Payment under this Agreement as of the end of the preceding Quarterly Period, plus (z) the total cumulative Plant Interruption Credit Quantity (in MMBtu) as of the end of such Quarterly Period. Any such Deficiency Payments made by Customer shall be treated by Processor as a prepayment of the Processing Fee for Customer Gas that may be delivered by Customer after the date on which Customer has delivered the Total Gas Commitment and shall be credited by Processor to the payment of the Processing Fee that otherwise would be payable hereunder for such quantities of Customer Gas delivered during the Primary Term until such prepaid fees have been exhausted. Deficiency Payments due by Customer hereunder shall be paid by Processor as provided in Article XII.

9.5 Certain Other Payments.

(a) Greenhouse Gas Surcharge. If, as a result of any new or amended law, rule or regulation, Processor incurs additional costs related to any Greenhouse Gas attributable to Customer Gas hereunder or any additional costs related to any Greenhouse Gas are imposed with respect to Processor’s operations hereunder (any such additional cost, a “Greenhouse Gas Surcharge”), then Processor shall be responsible for and shall pay up to twenty percent (20%) of such Greenhouse Gas Surcharge and Customer shall reimburse Processor for the remaining eighty percent (80%) of such Greenhouse Gas Surcharge. Notwithstanding the foregoing, Customer shall retain ownership of and sole responsibility for any carbon emissions and/or other Greenhouse Gases contained within or removed from the Gas received by Processor at the Point of Delivery. If Customer is required to make any payment hereunder with respect to a Greenhouse Gas Surcharge imposed on any Plant generally, and not specifically with respect to Customer Gas, Customer shall only be responsible for its ratable share of such Greenhouse Gas Surcharge based on the average volume of Customer Gas delivered to such Plant and the average volume of all other Gas delivered to such Plant.

(b) If, exclusive of any Greenhouse Gas Surcharge, any material fee or charge is assessed upon Processor by a Governmental Authority after the Effective Date in connection with the performance of services for Customer Gas on behalf of Customer hereunder, excluding normal fees or charges that are incurred by Processor irrespective of whether Processor provides the services on behalf of Customer and excluding Taxes addressed in Article XVI, then Processor may increase the then-effective Processing Fee by up to ten percent (10%) to account for such fees or charges (to the extent such fees or charges are attributable to Customer Gas); provided, however, the cumulative effect of all such increases pursuant to this Section 9.5(b) (but exclusive of any Greenhouse Gas Surcharges or any adjustment pursuant to Section 9.2) during the Primary Term may not exceed thirty percent (30%) of the initial Processing Fee (as the same may be adjusted pursuant to Section 9.2 from time to time). If, in Processor’s reasonable judgment, an increase in the Processing Fee of more than ten percent (10%) would be required to place Processor in substantially the same economic position as it was in prior to the imposition or assessment of such fees or charges, Processor may call for a Senior Management Meeting to take place within thirty (30) Days of written notice to Customer, and the Parties shall negotiate in good faith to amend the provisions of this Agreement such that the Parties are in substantially the same relative economic position as they were in prior to the imposition or assessment of such fees or charges. If the Parties are unable to agree

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on an economic adjustment within sixty (60) Days of the Senior Management Meeting, then Processor may, in its sole discretion, terminate this Agreement without penalty by delivering Customer written notice of Processor’s intent to terminate. Such termination shall be effective, at the option of Customer, (i) as of 9:00 a.m. on the first Day of the Month which follows the Month that Processor delivered its notice of intent to terminate, or (ii) as of 9:00 a.m. on the first Day of the Month which is twelve (12) Months after such date, provided that the Processing Fee for such twelve (12) Month period before such termination shall be increased to place Processor in substantially the same economic position as it was in prior to the imposition or assessment of such fees, charges, or costs. Customer shall exercise such option by delivery of written notice to Processor of Customer’s election within ten (10) Business Days of receipt of Processor’s notice to terminate, provided that if Customer has not responded to Processor by the time described in clause (i) above, the Agreement shall continue pursuant to clause (ii) above.

(c) Customer shall be entitled to audit Processor’s applicable books and records for the limited purpose of determining if the amount of any increase pursuant to this Section 9.5 is justified by the actually-incurred and reasonable amount of the aggregate costs and/or expenses relating to the applicable Plants. If such audit shall reflect that such increase was not justifiable in accordance with the foregoing, Processor shall promptly credit the amount of such discrepancy to Customer, unless Processor disagrees with the results of such audit, in which case the matter shall be resolved pursuant to the dispute resolution provisions set forth in Section 15.3 hereof.

9.6 Electric Compression Reimbursement. If Processor installs electric-driven compression in lieu of or in addition to Gas-driven compression at a Plant, then, each Month, Customer shall pay Processor an amount determined by multiplying (i) 90% of the total cost of electricity at such Plant during such Month used for compression by (ii) a fraction, the numerator of which is the total Gallons of Customer Plant Products recovered and saved during such Month, and the denominator of which is the total Gallons of Plant Products recovered and saved in such Plant from all Gas processed at such Plant during such Month. If Customer or Processor at any time believes that the determination in the preceding sentence does not reflect the costs of electric-driven compression at such Plant that should be allocated to Customer hereunder, either Party may provide notice to such other Party. Upon the delivery of such notice, the Parties agree to discuss and negotiate in good faith whether any changes in such allocation are appropriate under the circumstances.

ARTICLE X.

ROYALTIES; WARRANTY OF TITLE

10.1 Royalties. As between Processor and Customer, Customer shall at all times have the obligation to account for and pay or cause to be paid all royalties, overriding royalties, and other sums due on production and to make settlement with all other Persons having an interest in Customer Gas delivered hereunder. Customer shall indemnify, defend and hold Processor harmless against all loss, damage, and expense, including reasonable attorney’s fees, of every character on account of adverse claims to all such Gas delivered to Processor hereunder, and royalties, taxes, payment, or other charges due thereon or attributable thereto.

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10.2 Title; Warranties Regarding Title. Customer warrants that it will have, at the time of receipt of Gas at the Point of Delivery for processing hereunder, control of and good title to and/or the full right and authority to deliver such Gas to Processor for processing hereunder. Customer warrants that the Gas delivered to Processor hereunder shall be free and clear of all liens, encumbrances, and claims whatsoever (other than liens, encumbrances and claims granted by Company to secure any credit facility or indebtedness), and that it will have at such time of receipt good right and title to the Gas or the right to process such Gas hereunder. If any claim is made challenging Customer’s right to deliver such Gas to Processor, Processor has the right to suspend receipt or deliveries of such Gas hereunder until such issue is finally resolved to the reasonable satisfaction of Processor. Processor shall not take any action that would result in the creation of any liens, encumbrances or claims created by, through or under Processor on Customer Gas or the Residue Gas and Plant Products attributable thereto.

ARTICLE XI.

TERM

11.1 Term. This Agreement shall commence on the Effective Date and, unless otherwise terminated as provided herein, shall continue in full force and effect until fifteen (15) years after the Plant Operational Date of the Mt. Olive Plant (the “Primary Term”). The term of this Agreement shall continue for additional terms of one year each (each an “Additional Term”) unless this Agreement is terminated by either Party as of the end of the Primary Term or an Additional Term, as applicable, by providing not less than one-hundred eighty (180) Days’ prior written notice of termination to the other Party.

11.2 Termination for Cause. This Agreement may be terminated upon (i) a breach termination date, or (ii) exercise by a Party of its rights under any provision of this Agreement expressly providing such Party termination rights. For purposes of this Section 11.2, “breach termination date” means the date on which either Processor or Customer, upon written notice to the other Party, terminates this Agreement upon (x) a material breach by such other Party of this Agreement and (y) the failure by the breaching party to cure such breach (A) within sixty (60) Days after receipt of written notice thereof from the terminating party, or (B) if such breach is not curable within such sixty (60) Day period, failure by the breaching party to diligently pursue its cure within thirty (30) Days after receipt of written notice thereof from the terminating party (provided, however, that notwithstanding the foregoing, the non-defaulting Party may terminate this Agreement if such breach is not cured within seventy-five (75) Days of written notice of breach); further provided, however, that (i) in order to exercise such termination right, the terminating party shall not be in material breach of this Agreement; and (ii) the cure period for undisputed payments shall be ten (10) Days.

ARTICLE XII.

STATEMENTS AND PAYMENTS

12.1 Invoices and Statements. On or before the fifteenth (15th) Day of each Month, Processor shall provide to Customer an invoice and statement for the previous Month setting forth the calculation of the net amount due hereunder to Processor, and with respect to Customer Plant Products that are marketed by Processor, the net amount due to Customer.

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12.2 Payment of Statements. Within fifteen (15) Days following receipt of each of Processor’s invoices and statements, Customer or Processor, as applicable (the “Payor”), shall make payment to the other Party (the “Payee”) of all undisputed amounts by wire transfer, in accordance with the account information provided by the Payee to the Payor from time to time, unless another form of payment is agreed to in writing by the Parties. Should a Party fail to make payment in full of all undisputed amounts within such time period, interest shall accrue on the unpaid balance at the Default Interest Rate, but not to exceed any lesser maximum legal rate. If Customer fails to pay Processor amounts due hereunder and such failure is not cured within ten (10) Business Days’ written notice from Processor to Customer, Processor may suspend receipt and delivery of Customer Gas without prejudice to any other available remedies at law or in equity.

12.3 Billing Disputes. If a good faith dispute arises as to any amount payable hereunder, the Party responsible for payment shall nevertheless pay when due the amount not in dispute. Such payment shall not be deemed to be a waiver of the right to recoup any overpayment. If either Party withholds payment of any disputed amount as authorized herein, such Party shall, within ten (10) Days after the due date of the statement for the Month to which the disputed amount pertains, submit to the other Party a written explanation of the dispute and any available supporting documentation. The Parties shall then cooperate in good faith to resolve such dispute as expeditiously as possible. If either Party fails to forward the entire undisputed amount due to the other Party when same is due, interest on the unpaid portion shall accrue at the Default Interest Rate, from time to time, or the maximum legal rate, whichever is the lesser, from the date such payment is due until the same is paid.

12.4 Audit Rights. Each Party or its designated representatives shall, upon reasonable notice to the other Party, have the right, no more frequently than one (1) time per twelve (12) consecutive Months, at its own expense, at reasonable times and during normal business hours, to examine the books and records of such other Party to the extent necessary to verify the accuracy of any statement, charge, computation, or demand made under or pursuant to this Agreement. Each Party agrees to keep records and books of the account in accordance with generally accepted accounting principles and practices in the industry. Each invoice and statement shall be final as to both Parties unless questioned in writing within twenty four (24) Months following such invoice and statement.

12.5 Creditworthiness. If Customer has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Customer, Processor shall have the right to request and receive from Customer adequate assurance of performance (“Performance Assurance”) which shall mean credit support in a form reasonably acceptable to Processor and in an amount and for the term reasonably acceptable to Processor. Any of the following shall be an acceptable form of credit support:

(a) an irrevocable standby letter of credit from a bank satisfactory to Processor;

(b) provide a prepayment or a deposit in advance of the Month in which processing hereunder are to be provided; or

(c) a performance bond issued by a Person satisfactory to Processor.

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If the credit of Customer’s guarantor is satisfactory in Processor’s opinion, a demand for Performance Assurance can be satisfied with a guarantee issued on behalf of Customer in a form acceptable to Processor, but only for as long as the credit of Customer’s guarantor continues to be acceptable to Processor. Processor acknowledges and agrees that Memorial Resource Development Corp. is a satisfactory guarantor.

Should Customer or its guarantor fail to provide Performance Assurance within ten (10) Business Days after receipt of written demand for such assurance, then Processor shall have the right to suspend performance under this Agreement until such time as Customer furnishes Performance Assurance. For the avoidance of doubt, such suspension of performance by Processor shall not relieve Customer of its obligation to make payments of amounts due hereunder, including, without limitation, payment of fees due hereunder.

If during the Term, if Processor has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Processor, Customer shall have the right to request and receive from Processor adequate Performance Assurance under similar terms and conditions as described above, including the right to suspend performance under this Agreement until such time as Processor furnishes Performance Assurance.

ARTICLE XIII.

LIABILITY OF THE PARTIES

13.1 Control and Possession of Gas and Plant Products. As between Customer and Processor, Customer shall be deemed in control and possession of the Gas delivered for processing hereunder and responsible for any Losses caused thereby until such Gas shall have been delivered at the Point of Delivery. As between Customer and Processor, Processor shall be deemed in control and possession of the Gas delivered for processing hereunder and Plant Products recovered from such Gas and, except as provided in Section 5.2(d), Section 9.5, Article X, Section 13.3, Section 16.2 and Section 19.10, shall be responsible for any Losses caused thereby until Residue Gas shall have been delivered to Customer or its designee at the Point of Redelivery, and Customer Plant Products have been delivered to Customer or its designee at the NGL Delivery Point. Except as otherwise provided in Section 5.2(d), Section 9.5, Article X, Section 13.3, Section 16.2 and Section 19.10, the Party who has control and possession of the Gas or Plant Products shall be responsible for and shall indemnify the other Party for any Losses caused thereby and occurring while the Gas or Plant Products is in the indemnifying Party’s control and possession.

13.2 Waiver of Certain Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY EXEMPLARY OR PUNITIVE DAMAGES OR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING LOSS OF USE, LOST PROFITS OR REVENUES, COST OF CAPITAL, CANCELLATION OF PERMITS, UNABSORBED TRANSPORTATION OR STORAGE CHARGES, TERMINATION OF CONTRACTS, OR TORT OR CONTRACT CLAIMS ARISING

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OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY BREACH HEREOF, IRRESPECTIVE OF WHETHER CLAIMS FOR SUCH DAMAGES ARE BASED UPON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THIS SECTION 13.2 SHALL APPLY NOTWITHSTANDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR RESPONSIBILITY OF THE PARTY WHOSE LIABILITY IS LIMITED BY THIS PROVISION, OR ANY OTHER EVENT OR CONDITION, WHETHER ANTICIPATED OR UNANTICIPATED, AND REGARDLESS OF WHETHER PRE-EXISTING PRIOR TO THE DATE OF THIS AGREEMENT.

13.3 Inert Constituents. Customer shall retain title to all Inert Constituents in Gas (collectively, whether any such Inert Constituents are removed from the Gas or not, “Customer’s Inert Constituents”), delivered by Customer under this Agreement. To the extent that Processor removes Customer’s Inert Constituents from such Gas and Customer has not made arrangements to utilize, market or dispose of Customer’s Inert Constituents, Processor may, but is not required to, dispose of Customer’s Inert Constituents by venting or other methods. If (i) venting Customer’s Inert Constituents is ever prohibited or disallowed for any reason or is deemed by Processor to be uneconomic, or (ii) additional costs are required to vent, dispose of or handle Customer’s Inert Constituents due to rules, regulations or other laws, then Customer shall promptly (A) make alternate arrangements to utilize, market and/or dispose of Customer’s Inert Constituents at Customer’s sole cost and expense, (B) notify Processor in writing and in reasonable detail of such alternate arrangements, and (C) reimburse Processor for any costs incurred by Processor in delivering Customer’s Inert Constituents for such utilization, marketing and/or disposal. If Customer fails to comply with Customer’s obligations under the immediately preceding sentence, Processor shall have the right, but not the obligation, without notice to Customer, to make arrangements for utilization, marketing and/or disposal of Customer’s Inert Constituents for Customer’s account and at Customer’s sole cost and expense; and Customer shall promptly reimburse Processor upon demand for any costs and expenses incurred by Processor in connection with such arrangements by Processor. CUSTOMER HEREBY RELEASES, INDEMNIFIES, DEFENDS AND HOLDS HARMLESS PROCESSOR AND PROCESSOR’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LIABILITIES, EXPENSES, ACTIONS, CAUSES OF ACTION, LIABILITIES, LOSSES, TAXES, PENALTIES AND FEES ARISING OUT OF OR IN ANY WAY RELATING TO (I) CUSTOMER’S INERT CONSTITUENTS, INCLUDING THE UTILIZATION, MARKETING OR DISPOSAL THEREOF, AND/OR (II) ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, POLLUTION, OR CONTAMINATION ARISING OUT OF OR RELATING TO CUSTOMER’S INERT CONSTITUENTS, EXCEPT TO THE EXTENT THAT ANY SUCH CLAIMS, DEMANDS, DAMAGES, LIABILITIES, EXPENSES, ACTIONS, CAUSES OF ACTION, LIABILITIES, LOSSES, TAXES, PENALTIES OR FEES ARE ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH INDEMNITEE.

13.4 Indemnification. SUBJECT TO THE TERMS OF THIS AGREEMENT, INCLUDING SECTIONS 13.2 AND 13.3, PROCESSOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CUSTOMER AND CUSTOMER’S MEMBERS, DIRECTORS,

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OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL LOSSES, INCLUDING LOSSES ARISING FROM ANY THIRD PARTY CLAIMS, ARISING OUT OF OR RELATING TO: (i) THE OPERATIONS CONDUCTED HEREUNDER OR IN CONNECTION HEREWITH BY PROCESSOR TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF PROCESSOR, EXCEPT TO THE EXTENT THAT SUCH LOSSES ARE ATTRIBUTABLE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CUSTOMER OR ANY OF CUSTOMER’S MEMBERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, AND (ii) ANY BREACH OF THIS AGREEMENT BY PROCESSOR.

(a) SUBJECT TO THE TERMS OF THIS AGREEMENT, INCLUDING SECTION 13.2, CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PROCESSOR AND PROCESSOR’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL LOSSES, INCLUDING LOSSES ARISING FROM ANY THIRD PARTY CLAIMS, ARISING OUT OF OR RELATING TO: (i) THE OPERATIONS CONDUCTED HEREUNDER OR IN CONNECTION HEREWITH BY CUSTOMER TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CUSTOMER, EXCEPT TO THE EXTENT THAT SUCH LOSSES ARE ATTRIBUTABLE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF PROCESSOR OR ANY OF PROCESSOR’S MEMBERS, DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, AND (ii) ANY BREACH OF THIS AGREEMENT BY CUSTOMER.

ARTICLE XIV.

FORCE MAJEURE

14.1 Suspension of Obligations. If either Customer or Processor is rendered unable, wholly or in part, by reason of Force Majeure, from carrying out its obligations under this Agreement (other than the obligation to make payment of amounts due hereunder), then upon said Party’s giving written notice and reasonably full particulars of such Force Majeure to the other Party, which shall be done as soon as practicable after the occurrence of the cause relied on, the obligations of the Party giving such notice (other than the obligation to make payment of amounts due hereunder), so far as they are 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 be remedied with all reasonable dispatch.

14.2 Definition of Force Majeure. The term “Force Majeure” shall mean acts of God, acts of any Governmental Authority, compliance with rules, regulations or orders of any Governmental Authority, strikes, lockouts or other industrial disturbances, acts of the public enemy, acts of terrorism, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, extreme temperatures, storms, hurricanes, floods, or other adverse weather conditions, washouts, arrests and restraint of rulers and people, civil disturbances, explosions, breakage or accident to equipment, machinery or lines of pipes, freezing of wells or lines of pipes, partial or entire failure or refusal of operators of upstream or downstream pipelines or facilities to receive Gas or Plant Products or increases in pressure of upstream or downstream

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pipelines or facilities, requisitions, directives, diversions, embargoes, priorities or expropriations of Governmental Authorities, legal or de facto, whether purporting to act under some constitution, decree, law or otherwise, the necessity for making repairs, alterations, enlargements or connections to, or performing maintenance on, machinery or facilities, inability to secure rights of way, transportation embargoes or failures or delays in transportation or poor road conditions, and any other cause or causes, whether of the kind herein enumerated or otherwise, not reasonably within the control of the Party claiming suspension, which, by the exercise of due diligence, such Party shall not have been able to avoid.

14.3 Strikes. The settlement of strikes or lockouts shall be entirely within the discretion of the Party having the difficulty. The requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party, when such is deemed inadvisable in the discretion of the Party having the difficulty.

ARTICLE XV.

GOVERNING LAW; VENUE; DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of Texas without regard to the conflicts of laws provisions thereof.

15.2 Venue. Exclusive venue for any suit, action or proceeding brought by either Party in connection with this Agreement or arising out of the terms or conditions hereof shall be in the state or federal courts situated in Harris County, Texas. The Parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection they 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 the state and federal courts situated in Harris County, Texas. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

15.3 Negotiation. Prior to submitting any dispute for resolution by a court, a Party shall provide written notice to the other of the occurrence of such dispute. If the Parties have failed to resolve the dispute within fifteen (15) Business Days after such notice was 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 remedies available at law or in equity; provided, however, this Section 15.3 shall not limit a Party’s right to initiate litigation prior to the expiration of the time periods set forth in this Section 15.3 if application of such limitations would prevent a Party from filing a lawsuit or claim within the applicable period for filing lawsuits (e.g., statutes of limitation, prescription, etc.).

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ARTICLE XVI.

TAXES

16.1 Taxes on Processing and Plant Products. Any Tax in the nature of a processing Tax, or any Tax on Plant Products resulting from the processing of Customer Gas, or the sale of Plant Products extracted therefrom, and any and all other Taxes now or hereafter levied, assessed, or collected on Plant Products extracted, saved and sold from Customer Gas, shall be borne by Customer. In the event Processor is liable and/or required to pay any such Tax for or on behalf of Customer, Customer shall reimburse Processor for such taxes pursuant to Processor’s invoice for the same.

16.2 Other Taxes. Customer shall pay, or cause to be paid, all production, severance, gross receipts, ad valorem and similar or other Taxes levied or imposed with respect to Customer Gas, and Customer shall bear and pay all Taxes levied or imposed with respect to Customer Residue Gas. In the event Processor is required to pay or remit any such Tax for Customer, Customer shall reimburse Processor for such taxes pursuant to Processor’s invoice for the same. Customer hereby agrees to indemnify, defend and hold harmless Processor from and against any and all Losses arising out of or related to such Taxes. This indemnity and defense obligation shall survive the expiration or termination of this Agreement.

16.3 Taxes on Processing Facilities. Notwithstanding anything in this Agreement to the contrary, Customer shall not be liable hereunder for any (x) Taxes (including ad valorem taxes) assessed against Processor based on Processor’s income, revenues, gross receipts, net worth or ownership of the Plants or any equipment or facilities related thereto, and (y) state franchise, license and similar Taxes required for the maintenance of Processor’s corporate existence.

ARTICLE XVII.

ASSIGNMENT

17.1 Restrictions on Assignment. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.

17.2 Permitted Assignments. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such Party or its Affiliates without the consent of the other Party, (iii) Processor may assign this Agreement without Customer’s consent in connection with the sale or transfer of all Plants, and (iv) Customer may assign or partially assign this Agreement without Processor’s consent in connection with the sale or transfer of all or part of Customer’s interests subject to the Dedication, provided that such assignee has a credit rating reasonably acceptable to Processor at the time of such sale or transfer. If any such transfer described in (i) through (iv) above occurs, (a) the transferee (other than any grantee under any lien, pledge, encumbrance or security interest) shall assume in writing the obligations and liabilities of the transferor under this Agreement (the “Assumed Obligations”); (b) in the case of transfers under clause (iv) above, the

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transferor shall be released from its obligations and liabilities under this Agreement to the extent of the Assumed Obligations, provided that Processor’s combined obligations to Customer and to any partial transferee of Customer shall be no greater than Customer’s obligations prior to such transfer; and (c) no transfer or succession to the interest of Customer hereunder, wholly or partially, shall affect or bind Processor until the first Day of the Month following the date Processor has received a copy of the recorded transfer document or other proof satisfactory to Processor that the claimant is legally entitled to such interest.

ARTICLE XVIII.

NOTICES AND STATEMENTS

18.1 Notice. Any notice, statement, payment, claim or other communication required or permitted hereunder shall be in writing and shall be sent by: (i) facsimile transmission; (ii) delivered by hand; (iii) sent by United States mail with all postage fully prepaid; or (iv) by courier with charges paid in accordance with the customary arrangements established by such courier, in each of the foregoing cases addressed to the Party at the following addresses:

Processor:	NOTICES AND CORRESPONDENCE:
	PennTex North Louisiana Operating, LLC
	Attn: Thomas Karam, Chief Executive Officer
	11931 Wickchester Lane, Suite 300
	Houston, Texas 77043
	Fax: (832) 456-4050
	ACCOUNTING MATTERS:
	PennTex North Louisiana Operating, LLC
	Attn: Steven Jones, Chief Financial Officer
	11931 Wickchester Lane, Suite 300
	Houston, Texas 77043
	Fax: (832) 456-4050
Customer:	NOTICES AND CORRESPONDENCE:
	MRD Operating LLC
	c/o Memorial Resource Development Corp.
	500 Dallas Street, Suite 1800
	Houston, TX 77002
	Attn: General Counsel
	E-mail: kroane@memorialrd.com

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with a copy to:

Attn: Jeremy Bolander

E-mail: Jeremy.bolander@memorialrd.com

Such notices, statements, payments, claims or other communications shall be deemed received as follows: (i) if delivered personally, upon delivery; (ii) if sent by United States mail, whether by express mail, registered mail, certified mail or regular mail, the notice shall be deemed to have been received on the Day receipt is refused or is confirmed orally or in writing by the receiving Party; (iii) if sent by a courier service, upon delivery; or (iv) if sent by facsimile, on the Business Day following the Day on which it was transmitted and confirmed by transmission report or such earlier time as confirmed orally or in writing by the receiving Party.

18.2 Change of Address. Notices of change of address of either of the Parties shall be given in writing to the other Party in the manner aforesaid and shall be observed in the giving of all future notices, statements, payments, claims or other communications required or permitted to be given hereunder.

ARTICLE XIX.

MISCELLANEOUS

19.1 Entire Agreement. This Agreement, including any attachments, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect thereto, and may not be amended or modified except by a written instrument signed by both Parties expressly identifying it as an amendment or modification hereof.

19.2 Confidentiality. The Parties agree that the terms of this Agreement shall be considered confidential, shall be kept confidential and shall not be disclosed during the term of this Agreement to any Person that is not a Party, except:

(a) to an Affiliate or an owner or indirect owner of such Party;

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(b) to the extent such information is required to be furnished in compliance with applicable law, or pursuant to any legal proceedings or because of any order of any Governmental Authority binding upon a Party;

(c) to prospective purchasers of the assets or equity interests of a Party;

(d) to prospective or actual attorneys engaged by either Party where disclosure of such information is essential to such attorney’s work for such Party;

(e) to prospective or actual contractors and consultants engaged by either Party where disclosure of such information is essential to such contractor’s or consultant’s work for such Party;

(f) to a bank or other financial institution to the extent appropriate to a Party arranging for funding;

(g) to the extent such information must be disclosed pursuant to any rules or requirements of any stock exchange having jurisdiction over such Party or its Affiliates;

(h) to its respective employees, subject to each Party taking customary precautions to ensure such information is kept confidential; and

(i) any information which, through no fault of a Party, becomes a part of the public domain.

Except as provided in subsection 19.2(b) above, any third party receiving information pursuant to this Section 19.2 shall first execute a confidentiality agreement with the Parties prior to receiving such information.

19.3 Waiver. Any failure by either Party to comply with any of its obligations, agreements or conditions herein contained may only be waived in writing in an instrument specifically identified as a waiver and signed by the Party to whom such compliance is owed. No waiver of, or consent to a change in, any provision of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, any other provisions hereof, nor shall such waiver constitute a continuing waiver unless expressly provided in the waiver.

19.4 No Third Party Beneficiaries. Except for Persons indemnified hereunder, this Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto other than Persons which become successors or assigns pursuant to Article XVII hereof.

19.5 No Partnership. It is not the intention of the Parties to create, nor is there created hereby, a partnership, trust, joint venture or association. The status of each Party hereunder is solely that of an independent contractor.

19.6 Published Indices. Unless expressly provided otherwise herein, if any published price index referred to in this Agreement ceases to be published, the Parties shall mutually agree to an alternative published price index representative of the published price index referred to in this Agreement.

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19.7 Headings. 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 provisions hereof.

19.8 Contract Interpretation. In this Agreement, unless a clear contrary intention appears:

(a) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

(b) the singular number includes the plural number and vice versa;

(c) reference to any gender includes each other gender;

(d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

(e) reference to any law means such law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated hereunder, and reference to any section or other provision of any law means that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;

(f) “hereunder,” “hereof,” “hereto,” “herein,” “hereby,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

(g) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(h) “or” is used in the inclusive sense of “and/or”;

(i) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”;

(j) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto;

(k) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; and

(l) all references in this Agreement to an “Article,” “Section,” “subsection,” or “Exhibit” shall be to an Article, Section, subsection, or Exhibit of this Agreement, unless the context requires otherwise.

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19.9 Agreement Subject to Laws. This Agreement is subject to all applicable state and federal laws and to all applicable orders, rules, and regulations of any Governmental Authority having jurisdiction. If either Party is ordered or required to do any act inconsistent with the provisions of this Agreement, then this Agreement shall continue nevertheless and shall be deemed modified to conform with the requirements of such law or regulation.

19.10 Federal Jurisdiction. Customer shall take no action that, directly or indirectly, could result in Processor being subjected to federal regulation, other than as to safety, under the Natural Gas Act or Section 311 of the Natural Gas Policy Act. If Customer takes any such action, in addition to all other remedies available to it in connection with such breach, Processor shall have the right to terminate this Agreement immediately. Customer shall be responsible and pay for and shall release, defend, indemnify and hold harmless Processor to the maximum extent permitted under applicable laws, from any and all Losses arising from or out of any act or omission of Customer which results in Processor or its Affiliates becoming subject to federal regulation, other than as to safety, under the Natural Gas Act or Section 311 of the Natural Gas Policy Act. In addition to the foregoing, Processor may terminate this Agreement without penalty if Processor or any Plant becomes subject to federal regulation, other than as to safety, under the Natural Gas Act or Section 311 of the Natural Gas Policy Act, and Processor elects to discontinue providing processing or other service to all customers at such Plant.

19.11 Reports to Governmental Authorities. Processor does not represent or warrant that any information it may furnish to Customer under the provisions of this Agreement will satisfy any of the requirements that may be imposed by any applicable state or federal laws and by any applicable orders, rules, and regulations of any Governmental Authorities having jurisdiction. Further, Processor does not assume the responsibility for the making of any reports to any Governmental Authorities that are required to be made by or on behalf of Customer.

19.12 Material Adverse Change. If a federal or state statute, regulation or order enacted or imposed by a Governmental Authority after the Effective Date effects a change to a substantive provision of this Agreement that has a material adverse impact upon the performance or benefits of either Party under this Agreement, including the imposition of terms, conditions, or rate restrictions that materially adversely affect the economic positions of the Parties under this Agreement, then the Parties will enter into good faith negotiations to attempt to revise this Agreement and any other ancillary agreements between Customer and Processor so that (a) performance under this Agreement is no longer impacted in a material adverse fashion and (b) this Agreement and any other ancillary agreements between Customer and Processor are revised in a manner that preserves, to the maximum extent possible, the respective economic positions of the Parties. Each Party will provide reasonable and prompt notice to the other Party as to any proposed law, regulations or any regulatory proceeding or actions that could cause such Party to invoke its rights under this Section 19.12. If, despite their good faith efforts, the Parties are unable to revise this Agreement in accordance with the above within ninety (90) Days from written notice of the occurrence, then the Party whose performance and/or benefits is impacted in a material adverse fashion will have the right to suspend or terminate this Agreement upon

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written notice delivered to the other Party within thirty (30) Days after expiration of the ninety (90) Day period with such suspension or termination to be effective no sooner than twelve (12) Months after the date of such written notice. Until such time as this Agreement is suspended or terminated, each Party will meet all obligations under this Agreement, unless otherwise prohibited by law.

19.13 Severability. The invalidity of any one or more provisions of this Agreement will not affect the validity of this Agreement as a whole, and in case of any such invalidity, this Agreement will be construed as if the invalid provision had not been included herein so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that one or more provisions of this Agreement are invalid, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

19.14 Expenses. Each Party shall pay its own legal fees and other costs and expenses incurred by it in connection with the execution and delivery of this Agreement.

19.15 Joint Preparation. The Parties acknowledge and mutually agree that this Agreement and all contents herein were jointly prepared by the Parties.

19.16 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.

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. Any signature delivered by a Party by facsimile transmission or electronically shall be deemed an original signature.

19.18 Survival. The respective indemnification obligations of the Parties set forth in this Agreement and the limitations of liability set forth in Section 13.2 shall survive the expiration of the Term and any termination of this Agreement.

19.19 Customer-Affiliate-Subsidiary Obligations. Customer shall not, and shall not permit its Subsidiaries to, seek to avoid its obligations hereunder by acting through an Affiliate which is not a Subsidiary.

19.20 Amendment. This Agreement may be amended, restated or supplemented only by written agreement of the Parties.

[Signature Page Follows]

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This Agreement is executed by the authorized representatives of the Parties, to be effective on the date first set forth above.

CUSTOMER:
MRD Operating LLC
By: Memorial Resource Development Corp., its sole member
By:	/s/ Kyle Roane
Name:	Kyle N. Roane
Title:	Senior Vice President

Signature Page to Amended and Restated Gas Processing Agreement

This Agreement is executed by the authorized representatives of the Parties, to be effective on the date first set forth above.

PROCESSOR:
PennTex North Louisiana Operating, LLC
By:	/s/ Robert O. Bond
Name:	Robert O. Bond
Title:	Chief Operating Officer

Signature Page to Amended and Restated Gas Processing Agreement

Exhibit A

AMI Description

All lands in the State of Louisiana lying north of the township line between townships 14N and 15N, such lands being more particularly depicted as being all lands lying north of the bold red line in the attached map.

Exhibit B

Customer Dedicated Leases

[Available upon request.]

Exhibit C

Prior Dedications

[Available upon request.]

Exhibit D

Memorandum of Agreement

THIS MEMORANDUM OF AMENDED AND RESTATED GAS PROCESSING AGREEMENT (this “Memorandum”) is made and entered into effective as of April 14, 2015 (the “Effective Date”), by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (“Processor”), with an address of 11931 Wickchester Lane, Suite 300, Houston, Texas 77043, and MRD Operating LLC, a Delaware limited liability company (“Customer”), with an address of 500 Dallas Street, Suite 1800, Houston, Texas 77002. Processor and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Customer and Processor entered into that certain Amended and Restated Gas Processing Agreement dated as of the Effective Date, as amended from time to time (the “Agreement”). Capitalized terms used herein, but not defined herein, shall have the meanings given to such terms in the Agreement

WHEREAS, the Parties desire to file this Memorandum in the applicable real property records to give notice of the existence of the Agreement and certain provisions contained therein.

NOW THEREFORE, for and in consideration of the premises and mutual covenants contained in the Agreement, the Parties hereby agree as follows:

AGREEMENT

1. Term. The term of the Agreement commenced on the Effective Date and, unless terminated sooner in accordance with its terms, continues in effect until fifteen (15) years after the Plant Operational Date of the Mt. Olive Plant (the “Primary Term”), and shall continue for successive one year terms thereafter (each an “Additional Term”) unless the Agreement is terminated by either Party as of the end of the Primary Term or an Additional Term, as applicable.

2. Definitions. “Customer Dedicated Leases” means (i) the oil and gas leases described in Schedule 1 attached hereto and (ii) any oil and gas leases acquired by Customer or any of its Subsidiaries in the Dedicated Area after the Effective Date.

3. Dedication. As used herein, the “Dedicated Area” shall mean the area described on the plat attached hereto as Schedule 2. Subject to the terms and conditions of the Agreement, Customer has dedicated for processing under the Agreement and shall deliver to Processor the following (the “Dedication,” and the Gas that is the subject of the Dedication, being herein referred to as the “Customer Gas”):

a) all Gas produced and saved from wells now or hereafter located on lands covered by the Customer Dedicated Leases or on lands pooled or unitized therewith to the extent such Gas is attributable to Interests now owned by Customer and/or any of its Subsidiaries or hereafter acquired by Customer and/or any of its Subsidiaries, and their respective successors and assigns, and not delivered or used in lease operations as permitted pursuant to the Agreement or otherwise excluded as provided in the Agreement; and

b) with respect to such wells for which Customer and/or any of its Subsidiaries is the operator, Gas produced from such wells that is attributable to Interests in such wells owned by other working interest owners and royalty owners which is not (i) taken “in-kind” by such working interest owners and royalty owners (and which Customer has the contractual right to deliver under the Agreement) or (ii) delivered or used in lease operations as permitted pursuant to the Agreement, and for which Customer and/or any of its Subsidiaries has the right and/or obligation to deliver such Gas; provided, however, with respect to Customer Gas that is subject to a Prior Dedication, such Customer Gas may be delivered in accordance with such Prior Dedication in accordance with the terms of the Agreement.

4. Processing Services. Processor has agreed to receive, process and redeliver Customer Gas and the Plant Products attributable thereto for the fees and on and subject to the terms and conditions provided in the Agreement.

5. Covenant Running with the Land. So long as the Agreement is in effect, the Agreement shall (i) be a covenant running with the Interests now owned by Customer and/or any of its Subsidiaries or hereafter acquired by Customer and/or any of its Subsidiaries and their respective successors and assigns in the Dedicated Area and (ii) be binding on and enforceable by each Party and its successors and assigns against the other Party and its successors and assigns.

6. Incorporation of Terms. The terms and conditions of the Agreement are incorporated herein and made a part hereof for all purposes by this reference. This Memorandum is executed and recorded solely for the purpose of giving notice and shall not amend nor modify the Agreement in any way.

7. Counterparts. This Memorandum may be executed in one or more originals, but all of which together shall constitute one and the same instrument.

[Signature Pages Follow]

Exhibit E

Gas Specifications

Gas received at the Point of Delivery shall meet each specification set forth below:

(a) Oxygen - not to exceed two-tenths percent (0.2%) by volume of uncombined oxygen, and Customer shall make reasonable efforts to maintain the Gas free from oxygen;

(b) Hydrogen Sulfide - not to exceed one quarter (1/4) grain per one hundred (100) cubic feet;

(c) Carbon Dioxide - not to exceed two percent (2%) by volume;

(d) Sulfur – not to exceed twenty (20) grains per one hundred (100) cubic feet (excluding sulfur contained in hydrogen sulfide);

(e) Dust, Gums and Solid Matter – Customer shall use common industry practices to deliver Gas free of dust, gums, gum forming constituents, and other media or solid matter;

(f) Nitrogen - not to exceed two percent (2%) by volume;

(g) Hazardous Waste – Gas shall not contain corrosion inhibitors, chemicals, antifreeze agents, hazardous waste (except hydrogen sulfide) as defined in the Resources Conservation and Recovery Act of 1976 or Hazardous Substances;

(h) Temperature – have a temperature of not less than forty degrees (40^o) Fahrenheit and not more than one hundred twenty degrees (120^o) Fahrenheit; and

(i) Heating Value – contain a Gross Heating Value of at least 950 Btu per cubic foot.

EX-10.3

Exhibit 10.3

Execution Version

GAS GATHERING AGREEMENT

This Gas Gathering Agreement (this “Agreement”) is hereby made and entered into on the 14^th day of April, 2015 to be effective for all purposes as of December 20, 2014 (the “Effective Date”) by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (“Gatherer”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Hereinafter, Gatherer and Customer may sometimes be referred to collectively as the “Parties” and individually as a “Party.”

WITNESSETH

WHEREAS, Gatherer owns and operates a natural gas gathering system and related facilities; and

WHEREAS, Customer owns or controls, and has the right, to deliver Gas (as hereinafter defined) for gathering, compression, dehydration and/or treating, as applicable, and desires to have Gatherer provide one or more such services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties covenant and agree as follows:

Article I. Definitions

For the purposes of this Agreement, the following definitions have the meanings as set forth below:

“AFE” shall have the meaning set forth for such term in Article II.

“Affiliate” shall mean, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For this purpose, “control” of any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, by ownership of voting interest, by contract or otherwise. For the purposes of this Agreement, (i) with respect to PennTex Midstream Partners, LLC and its subsidiaries, the term “Affiliate” shall exclude Memorial Resource Development Corp. and each of its subsidiaries and (ii) with respect to Memorial Resource Development Corp. and its subsidiaries, the term “Affiliate” shall exclude PennTex Midstream Partners, LLC and each of its subsidiaries.

“AMI/MEA Agreement” shall mean that certain Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement dated April 14, 2015 among PennTex North Louisiana, LLC, Customer, PennTex NLA Holdings, LLC and MRD WHR LA Midstream LLC, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Btu” shall mean one British thermal unit, the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at standard reference conditions.

“Business Day” shall mean any day (other than a Saturday or Sunday) on which commercial banking institutions in Houston, Texas are generally open for business.

“Cash-out Price” shall have the meaning set forth for such term in Article IV.

“Central Clock Time” shall mean the current time in the Central Time Zone taking into consideration the seasonal changes back and forth between Daylight Savings and Standard time.

“Commencement Date” shall be the first day of the Month following the date Gatherer notifies Customer that (i) the Gathering System is operational to the extent necessary to commence commercial service with respect to the receipt of Customer Gas at the Point of Receipt and delivery of such Gas to the Point of Delivery located at the Lincoln Parish Plant, (ii) the Lincoln Parish Plant is operational to the extent necessary to commence commercial service with respect to the receipt and processing of Customer Gas, and (iii) interconnecting pipelines at the tailgate of the Lincoln Parish Plant owned by Gatherer or its Affiliate are operational and all necessary interconnect agreements with such pipelines are in effect to the extent necessary to commence commercial service with respect to the receipt and downstream transportation of Customer’s residue gas. Gatherer will not be responsible for delays to the Commencement Date due to the action or inaction of Shipper or Third Party Operators.

“Commencement Date Facilities” shall have the meaning given to such term in Article II.

“Contract Year” shall mean a period commencing on the Commencement Date and ending on the same day and calendar month of the following calendar year and thereafter for succeeding periods of twelve (12) consecutive Months each.

“Customer” shall have the meaning given to such term in the preamble of this Agreement.

“Customer’s Firm Service Gas” shall mean, an amount of Customer Gas equal to 460,000 MMBtu per Day; provided, however, (y) Customer’s Firm Service Gas shall be increased by the additional amount of Gathering System capacity provided pursuant to a Modification, and (z) if any Plant described in clause (iii) of the definition of “Plants” exists, Customer’s Firm Service Gas shall be increased by the amount of Gas Customer is committed to deliver to such Plant.

“Customer Gas” shall mean Gas delivered by Customer for gathering on the Gathering System pursuant to this Agreement.

“Day” or “Daily” shall mean a period of hours, commencing at 9:00 a.m., Central Clock Time, on a calendar day and ending at 9:00 a.m., Central Clock Time, on the next succeeding calendar day.

“Daily Available Firm Service Capacity” shall mean, for each Day during the Term, an amount of Gas (expressed in MMBtu) equal to the difference between 460,000 minus the Daily Excused Volume for such Day.

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“Daily Excused Volume” shall mean, for each Day during the Term, the amount of Customer Gas (expressed in MMBtu) that on such Day (x) Customer has nominated and/or tendered for delivery to the Points of Receipt for the provision of Services hereunder, and (y) satisfies the quality specifications set forth in Article VII hereof, but that cannot for any reason be accepted into or delivered from the Gathering System (including, without limitation, due to a Force Majeure event lasting longer than three (3) consecutive Days, but excluding the volume of Customer Gas that cannot be accepted into, or delivered from, the Gathering System due to a Force Majeure event consisting of the partial or entire failure or refusal of a Third Party Operator to receive or deliver such Gas, or, Customer’s inability to receive or deliver Gas upstream of the Gathering System or to receive or deliver Gas or NGLs downstream of the Gathering System, unless such failure or refusal or inability to receive or deliver Gas or NGLs is solely caused by the action or inaction of Gatherer or its Affiliates).

“DCP Harris Road Point of Delivery” shall mean the Point of Delivery located at the interconnection of the Gathering System and the facilities owned by DCP Assets Holding, LP located in Section 21, Township 20 North, Range 7 West, Claiborne Parish, Louisiana.

“Default Interest Rate” shall mean the U.S. Prime Rate (as published in the “Money Rates” table of The Wall Street Journal, Eastern Edition) applicable on the first Business Day prior to the due date of payment and thereafter on the first Business Day of each succeeding calendar month (or, if such rate exceeds the maximum permissible rate under applicable law, the maximum rate permitted by such applicable law).

“Deficiency Fee” shall have the meaning given such term in Article VIII.

“Demand Fee” shall have the meaning given such term in Article VIII.

“Drip Liquids” means (i) hydrocarbon liquids separated from Gas at the Points of Receipt, at the Points of Delivery and at other locations on the Gathering System and (ii) hydrocarbon liquids injected into the Gathering System and subsequently retrieved from the Gathering System, whether in slug catchers or otherwise. For the avoidance of doubt, any hydrocarbon liquids separated from Gas at any point upstream of the Points of Receipt are not Drip Liquids for purposes of this Agreement.

“Effective Date” shall have the meaning given to such term in the preamble of this Agreement.

“Equivalent Quantities” shall mean, on any Day, a quantity of Gas (expressed in MMBtu) that has a Thermal Content equal to the Thermal Content of Customer Gas received from Customer at the Points of Receipt on that Day, less (i) the Thermal Content of System Fuel & LUAF allocated to such Customer Gas for such Day and (ii) the Thermal Content of Drip Liquids allocated to such customer Gas for such Day.

“Firm Service” shall mean service for which Gatherer is contractually entitled to interrupt its performance only to the extent (i) that such performance is excused pursuant to the provisions of this Agreement relating to Force Majeure, (ii) of specified periods of maintenance, or (iii) that Gatherer determines that the operation of all or any portion of its facilities will cause

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injury or harm to persons or property or to the integrity of its facilities, and with respect to each of (i), (ii) or (iii), only to the extent that Gatherer has curtailed all service of the same priority on a pro rata basis in accordance with Article V.

“Firm Service Gas” shall mean all Gas entitled to Firm Service on the Gathering System, including, without limitation, Customer’s Firm Service Gas.

“Force Majeure” shall have the meaning given to such term in Article X.

“Gallon” means one (1) U.S. gallon.

“Gas” shall mean any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases that are extracted from the subsurface of the earth.

“Gatherer” shall have the meaning given to such term in the preamble of this Agreement.

“Gathering System” shall mean the Commencement Date Facilities and all other equipment, devices, Metering Facilities, pipelines and other facilities owned or operated by Gatherer at or downstream of the Points of Receipt, necessary to receive Customer Gas at the Points of Receipt for transport to the Points of Delivery, and all additions, modifications, alterations, replacements, extensions, or expansions made thereto by Gatherer from time to time, including, without limitation, any Modifications and New Facilities pursuant to Article II hereof.

“Governmental Authority” shall mean any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority or entitled to any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

“GPM” means the quantity of Gallons of theoretically recoverable NGL Components contained in an Mcf of Gas, as calculated from chromatographic analysis or other method acceptable in the industry.

“Gross Heating Value” shall mean the number of Btus produced by the complete combustion in air, at constant pressure of one (1) cubic foot of Gas, with air of the temperature and pressure of the Gas, after the products of combustion are cooled to the initial temperature of the Gas, and after the air and water formed by the combustion is condensed to the liquid state. The gross heating value of the Gas shall be corrected for water vapor under testing conditions to the actual water vapor content of the Gas being delivered; provided, however, if the actual water vapor content is seven (7) pounds per 1,000,000 standard cubic feet of Gas or less, the Gas shall be deemed “dry” and no water vapor correction shall be made.

“Imbalance” shall have the meaning set forth for such term in Article IV.

“Interconnecting Pipelines” means any pipeline connected to the Gathering System for the further transportation of Gas downstream of the Gathering System.

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“Interruptible Service” shall mean service for which Gatherer is contractually entitled to interrupt its performance for any reason, including, without limitation, (i) the overall demand for services in the applicable facilities exceeding Gatherer’s capacity therein, (ii) an event of force majeure, (iii) maintenance or (iv) Gatherer determines that the operation of all or any portion of its facilities will cause injury or harm to persons or property or to the integrity of its facilities.

“Interruptible Service Gas” shall mean all Gas received by Gatherer into the Gathering System that is not Firm Service Gas.

“Lincoln Parish Plant” shall mean Gatherer’s gas processing plant located in Lincoln Parish, Louisiana.

“Maximum Pressure” shall have the meaning set forth for such term in Article III.

“Mcf” shall mean one thousand cubic feet of Gas at standard base conditions of 60°F and 14.73 psia.

“Measurement Facility” shall mean the valves, fittings, piping, meters, transmitters and other associated measurement equipment located at a Point of Receipt or a Point of Delivery which provides custody transfer volumes. “Measurement Facilities” shall mean, collectively, each such Measurement Facility.

“Minimum Volume Commitment” or “MVC” shall have the meaning set forth for such term in Article VIII.

“MMBtu” shall mean one million (1,000,000) Btus.

“Modification” shall have the meaning set forth for such term in Article II.

“Month” or “Monthly” shall mean a period of time beginning at 9:00 a.m., Central Clock Time on the first Day of the calendar month and ending at 9:00 a.m., Central Clock Time on the first Day of the next succeeding calendar month.

“Monthly Available Firm Service Capacity” shall mean, for any Month during the Term, the aggregate of the Daily Available Firm Service Capacity for each Day during such Month.

“Mount Olive Plant” shall mean Gatherer’s gas processing plant located in Mount Olive, Lincoln Parish, Louisiana that is Gatherer’s next gas processing plant constructed after the Lincoln Parish Plant.

“MVC Commitment” shall mean:

Period	MVC (in MMBtu/Day)
From the Effective Date until the Commencement Date.	0
From the Commencement Date through the in-service date of the Mount Olive Plant.	115,000
From the first Day following the in-service date of the Mount Olive Plant through June 30, 2016.	345,000
From July 1, 2016 through June 30, 2026.	460,000
From July 1, 2026 through the end of the Term.	345,000

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“Negative Imbalance” shall have the meaning set forth for such term in Article IV.

“New Facility” shall have the meaning set forth for such term in Article II.

“NGL Component” means the individual hydrocarbon components of NGLs including ethane, propane, iso butane, normal butane and natural gasoline (pentanes and heavier hydrocarbons).

“NGLs” means a mixture of liquefiable hydrocarbons and non-hydrocarbon substances condensed or absorbed from, or separated out of Gas, including ethane, propane, iso-butane, normal butane, natural gasoline (pentanes and heavier hydrocarbons) and only those limited quantities of methane and CO2 incidentally recovered with the hydrocarbons.

“Non-conforming Gas” shall mean any Gas delivered by Customer to Gatherer at any Point(s) of Receipt that fails to meet the quality specifications set forth in Article VII hereof.

“Parties” shall have the meaning given to such term in the preamble of this Agreement.

“Party” shall have the meaning given to such term in the preamble of this Agreement.

“Performance Assurance” shall have the meaning given to such term in Article XIV.

“Person” shall mean any individual or any corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority or other entity.

“Plant Delivery Point Gathering Fee” shall have the meaning given such term in Article VIII.

“Plants” shall mean (i) the Lincoln Parish Plant, (ii) the Mount Olive Plant and (iii) any other gas processing plant owned by Gatherer or its Affiliate that is capable of receiving Customer’s Gas delivered to a Point of Receipt.

“Point of Delivery” shall mean the custody transfer meter at the outlet of Gatherer’s facilities at the point of interconnection between the Gathering System and Interconnecting Pipelines or other facilities, or, if no such custody transfer meter exists at a Plant, the inlet flange to such Plant. “Points of Delivery” shall mean, collectively, each Point of Delivery. As of the Effective Date, the Points of Delivery, and the maximum available capacity thereof, are set forth on Exhibit B.

“Point of Receipt” shall mean each custody transfer meter at which Customer Gas is received into the Gathering System. “Points of Receipt” shall mean, collectively, each Point of Receipt. As of the Effective Date, the Points of Receipt, and the maximum available capacity thereof, are set forth on Exhibit B.

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“Positive Imbalance” shall have the meaning set forth for such term in Article IV.

“Service Type” shall mean the type of service provided for Gas delivered hereunder, either Firm Service or Interruptible Service.

“Services” shall mean the gathering, compression, dehydration and/or treating services, as applicable, provided by Gatherer to Customer hereunder.

“System Fuel & LUAF” shall mean, for any period of calculation, (i) Customer’s share of Gas or fuel equivalents (electricity or other energy sources converted to their Btu equivalent) used by Gatherer to deliver Customer’s Gas from the Point(s) of Receipt to the Point(s) of Delivery on the Gathering System during such period, and (ii) Gas lost and unaccounted for on the Gathering System during such period.

“Taxes” shall mean any or all current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected by any Governmental Authority having jurisdiction. For the avoidance of doubt, the term “Taxes” shall not include any current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected with respect to the Gathering System or any of Gatherer’s other facilities, including without limitation, Gatherer’s natural gas processing plants.

“Term” shall have the meaning given to such term in Article XV.

“Thermal Content” means, with respect to Gas, the product of (i) a volume of Gas and (ii) the Gross Heating Value of such Gas, adjusted to a same pressure base of 14.73 psia, as expressed in MMBtus; and with respect to Drip Liquids, the product of (i) a volume of Drip Liquids and the (ii) Gross Heating Value of such Drip Liquids.

“Third Party Operator” means, any operator of a pipeline or other facilities upstream or downstream of the Gathering System, other than Gatherer, Customer and their respective Affiliates.

Article II. Commencement Date Facilities, Post-Commencement Date Facilities and Gatherer Services

Commencement Date Facilities. Gatherer shall design, engineer, modify, construct and equip, or caused to be designed, engineered, modified, constructed and equipped, the Gathering System, including, without limitation, the facilities and equipment described on Exhibit A attached hereto (the facilities and equipment described on Exhibit A being collectively referred to as the “Commencement Date Facilities”).

Post-Commencement Date Point of Receipt Facilities.

(a) After the Commencement Date, if Customer has additional Gas to be connected to the Gathering System and such connection requires only an addition, modification, alteration, replacement, or expansion of a Point of Receipt to receive such Gas into the Gathering System hereunder (each, a “Modification”), Customer will provide Gatherer a written notification of such additional Gas to be connected containing sufficient information for Gatherer to estimate the cost to provide such Modification.

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(b) Within thirty (30) Days after receipt of Customer’s request, Gatherer shall provide Customer, in writing, an estimate of the actual costs that would be incurred to provide the Modification (the “AFE”), the estimated completion date of such Modification, and whether Gatherer is willing to complete such Modification at its own expense.

(c) If Gatherer elects to not complete such Modification at its own expense, Customer shall have the right to (x) complete such Modification at Customer’s expense, or (y) within fifteen (15) Business Days of receipt of Gatherer’s AFE and completion date notice, elect that Gatherer proceed with the Modification at Customer’s expense. If Customer elects the foregoing option (y), Customer shall reimburse Gatherer for the costs of such Modification in an aggregate amount not to exceed the lesser of (i) 110% of Gatherer’s actual, out of pocket costs to install any facilities required as part of the Modification, including but not limited to Measurement Facilities, hot taps, valving, etc., and (ii) the amount of the AFE.

(d) If Gatherer proceeds with the Modification, either at its own expense, or in accordance with clause (c) above, Gatherer shall exercise commercially reasonable efforts to (i) obtain any necessary rights-of-way and permits, (ii) promptly commence providing such Modification after Gatherer receives all necessary rights-of-way and permits and (iii) complete such Modification on or before the estimated completion date. Gatherer shall retain 100% ownership in any Modification and the Parties agree to make any revisions to this Agreement (including the Exhibits hereto) that are necessary to reflect any Modification.

Other Post-Commencement Date Facilities. If after the Commencement Date, (i) Customer has additional Gas to be connected to the Gathering System, (ii) such connection requires an addition, modification, alteration, replacement, or expansion of the Gathering System, and (iii) such connection is not a Modification described above (a “New Facility”), Customer will provide Gatherer a written notification of such additional Gas to be connected containing sufficient information for Gatherer to estimate the cost to provide such New Facility. Although Gatherer shall have no obligation to provide a requested New Facility, Gatherer may, in its sole discretion, agree to construct or acquire such New Facility. The commercial terms applicable the construction or acquisition of any New Facility will be determined in accordance with the AMI/MEA Agreement. The Parties agree to make any revisions to this Agreement (including the Exhibits hereto) that are necessary to reflect any New Facility.

Gathering Services. For each Day during the Term, (i) Gatherer agrees to provide Firm Service on the Gathering System for Customer Gas delivered to the Gathering System in a quantity not to exceed Customer’s Firm Service Gas for such Day, and Interruptible Service for all quantities in excess of Customer’s Firm Service Gas for such Day, and deliver to Customer, or for the account of Customer, at the applicable Points of Delivery, Equivalent Quantities of Customer Gas received from Customer at the Points of Receipt, and (ii) Customer, or its designee, shall accept such Equivalent Quantities of Customer Gas at the Points of Delivery. Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that Customer is under no obligation to deliver any minimum amount of Gas to Gatherer hereunder; accordingly, Customer

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shall not have any liability (financial or otherwise) for Customer’s failure to deliver any particular quantity of Gas to Gatherer; provided, however, the foregoing sentence shall not reduce or eliminate Customer’s obligation to pay the fees provided herein. Notwithstanding anything in this Agreement to the contrary, if Customer Gas is nominated to the Gathering System at a pressure of at least 750 psia at the Regency 24” Interconnect, Gatherer acknowledges and agrees that Gatherer shall deliver such nominated Gas to the Lincoln Parish Plant (via the Gathering System’s twenty four inch (24”) pipeline) and to the Mount Olive Plant (via the Gathering System’s twelve inch (12”) pipeline). Gatherer and Customer agree the maximum firm capacity that may be nominated from the Regency 24” Interconnect and delivered to the Mount Olive Plant is 120,000 MMBtu per Day.

Drip Liquids. The ownership of all Drip Liquids attributable to Customer Gas and any and all revenues from the sale thereof shall be owned 100% by Customer. Customer is responsible for the timely removal of its Drip Liquids from Gatherer’s facilities and delivery to downstream pipelines, Customer provided trucks or other facilities mutually agreed between the Parties.

Article III. Receipt & Delivery Pressures

Customer shall deliver, or cause to be delivered, to Gatherer the Gas to be gathered at the line pressure existing in the Gathering System as pressure may exist from time to time (“Maximum Pressure”). Customer shall install, operate and maintain, at its sole expense, such pressure regulating devices as may be necessary to regulate the pressure of Gas prior to deliver to the Gathering System so as not to exceed the Maximum Pressure. If Customer fails to regulate such pressure up execution of this Agreement or upon the installation of new connection facilities for a Point of Receipt, then Gatherer may install such pressure regulating devices on Gatherer’s facilities at the Point of Receipt upstream of the measurement device. Notwithstanding anything in this Agreement to the contrary, if Gatherer installs such pressure regulating devices and they are triggered due to Customer’s failure to regulate the pressure at the Point of Receipt as required, then Customer is responsible for any loss of Gas or any emissions of the gas stream from the pressure regulating devices and any damage to persons, property or the environment, and the violation of any laws, rules or regulations caused by such release on Gatherer’s facilities. Notwithstanding the provisions in Article XI and Article XIII regarding Gatherer’s indemnification of Customer, Customer will fully indemnify, defend and hold Gatherer harmless for any losses, emissions, damages or violations.

Article IV. Nominations, Confirmations and Imbalances

Nominations. Each Month during the Term, Customer shall give written notice of Customer’s nomination to Gatherer specifying the average daily quantity of Customer Gas Customer requests be gathered during such Month and designate a person who will be responsible for coordinating notices among Customer, Gatherer and Third Party Operators in accordance with these procedures. Customer shall furnish such nomination to Gatherer by email or other electronic means and such nomination shall specify such information as is necessary in order to perform the Services requested by Customer. If Customer anticipates any material revision to a Monthly nomination it has provided to Gatherer, Customer will notify Gatherer as promptly as possible. Customer will deliver, and Gatherer will receive and redeliver, Customer Gas as nearly as practicable at uniform hourly and Daily rates of flow unless otherwise mutually agreed by Customer and Gatherer.

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Unless otherwise mutually agreed by Customer and Gatherer, for Customer’s initial nomination to be accepted for the first (1st) Day of any Month, Customer’s nomination must be received by Gatherer by 11:30 a.m. Central Clock Time on the third (3rd) Business Day prior to the last Day of the Month preceding such Month. Customer shall have the right to submit a new nomination or revise its existing nomination for any Day during such Month provided such nomination is received by Gatherer prior to 11:30 a.m. Central Clock Time on the Business Day prior to the Day such new or revised nomination is requested to commence. Customer nominations received by Gatherer after 11:30 a.m. Central Clock Time on the Business Day prior to the Day such new or revised service is requested to commence, or intraday nominations for Gas flowing the same Day, may be accepted by Gatherer, in its sole discretion. Such new or revised nomination shall specify Customer’s anticipated service requirements for the remainder of the applicable Month.

If Customer is advised by an operator of facilities upstream or downstream of the Gathering System to reduce or suspend deliveries of Customer Gas to the Gathering System, Customer shall immediately notify Gatherer orally of such reduction or suspension, and shall confirm such notification in writing, and adjust its nominations at Points of Receipt and/or Points of Delivery in order to maintain a balanced position to the extent possible.

Confirmations. All nominations of Customer Gas shall be scheduled and implemented by Gatherer on a prospective basis and only to the extent Gatherer is able to confirm the receipt and delivery of such Gas with the operator(s) of the Point(s) of Receipt and Point(s) of Delivery. If a conflict arises between Customer’s new or revised nomination and an operator’s confirmation, Customer understands and agrees such operator’s confirmation shall control. If Customer submits a new or revised nomination to Gatherer, Gatherer will confirm the scheduled quantity to Customer by 3:00 Central Clock Time on the Business Day prior to the Day such new or revised nomination is requested to commence, except for intraday nominations for Gas flowing the same Day, which Gatherer will confirm as soon as reasonably practicable.

Commingling. Although Customer shall retain title to Customer Gas delivered to Gatherer hereunder, Customer Gas shall constitute part of the supply of Gas from all sources, and as such, Gatherer shall, subject to its obligation to deliver Equivalent Quantities each Day, have the right to commingle Customer Gas with Gas of other customers. Gatherer shall allocate Customer’s pro rata share of each NGL Component contained in any commingled stream of Gas at any Point(s) of Delivery based on the GPMs of each NGL Component contained in Customer’s Gas as measured by chromatograph or other method acceptable in the industry at Customer’s Point(s) of Receipt.

Imbalances. The term “Imbalance” means the cumulative difference in a Month between: (i) the quantity of Gas in MMBtu received for the account of Customer at the Point(s) of Receipt, less Customer’s System Fuel & LUAF quantity, as applicable, and (ii) the quantity of Gas in MMBtu delivered for the account of Customer at the Point(s) of Delivery. After any adjustment for System Fuel & LUAF, if the Imbalance is the result of receipts at the Point(s) of Receipt exceeding the delivered (or scheduled, as applicable) quantity of Gas for Customer’s account at

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the Point(s) of Delivery, it is a “Positive Imbalance”. If the Imbalance is a result of receipts at the Point(s) of Receipt being lower than the delivered quantity of Gas for Customer’s account at the Point(s) of Delivery, it is a “Negative Imbalance”. Imbalances will be cashed out on a Monthly basis.

Cash Out. The cash-out settlement price will be the monthly arithmetical average of the prices (“Cash-out Price”) as posted in Gas Daily’s Daily Price Survey during the Month under the heading “Texas Gas Transmission Corp.,” under the column labeled “Index” corresponding to the row labeled “Zone 1.” Gatherer will pay Customer an amount that is the product of the Positive Imbalance each Month, if any, and the Cash-out Price. Customer will pay Gatherer an amount that is the product of the Negative Imbalance each Month, if any, and the Cash-out Price. If the actual monthly volume varies by more than five percent (5%) from the delivered volumes for the Month, then the Cash-out Price will be adjusted as follows:

1. For Negative Imbalances, the Cash-out Price will be increased by the percentage variance, rounded up to the nearest whole percentage point, between the Point(s) of Delivery volumes and the adjusted Point(s) of Receipt volumes. (i.e., if the adjusted receipt volume from Customer is 7% less than the Point(s) of Delivery volume, then the Index Price will be increased by 7%), however in no event shall the Cash-Out Price be increased more than 10%; and

2. For Positive Imbalances, the Cash-out Price will be decreased by the percentage variance, rounded up to the nearest whole percentage point, between the Point(s) of Delivery volumes and the adjusted Point(s) of Receipt volumes. (i.e., if the adjusted receipt volume from Customer is 7% greater than the Point(s) of Delivery volume, then the Index Price will be increased by 7%), however in no event shall the Cash-Out Price be increased more than 10%.

Article V. Curtailment

If the quantity of Customer Gas and all other Gas available for delivery into the Gathering System exceeds the capacity of the Gathering System at any point, then Gatherer shall interrupt or curtail receipts of Customer Gas with respect to the affected point(s) only in accordance with the following:

(a) First, Gatherer shall curtail all Interruptible Service Gas prior to curtailing Firm Service Gas. In the event Gatherer curtails some, but not all, Interruptible Service Gas on a particular Day, Gatherer shall allocate the capacity of the Gathering System available for Interruptible Service Gas at the affected points on a pro rata basis based upon Customer’s last confirmed nomination of Interruptible Service Gas hereunder and the last confirmed nominations of Interruptible Service Gas from all other shippers on the Gathering System prior to the event causing the curtailment.

(b) Second, if additional curtailments are required beyond those described in the immediately preceding clause (a), Gatherer shall curtail Firm Service Gas. In the event Gatherer curtails some, but not all, Firm Service Gas on a particular Day, Gatherer shall allocate the capacity of the Gathering System at the affected point(s) on a pro rata basis based upon

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Customer’s last confirmed nomination of Firm Service Gas hereunder and the last confirmed nominations of Firm Service Gas from all other shippers on the Gathering System prior to the event causing the curtailment.

Gatherer shall provide Customer notice of any interruption or curtailment of the receipt of Customer Gas into the Gathering System as is reasonable under the circumstances.

Article VI. Measurement & Testing

The construction, ownership, installation, operation and maintenance of each Measurement Facility that is owned by a Person other than Gatherer shall be governed by an interconnect agreement between Gatherer and such Person. Each other Measurement Facility shall be constructed, installed, owned, operated and maintained by Gatherer.

Article VII. Gas Quality

Gas received at the Point(s) of Receipt and Gas redelivered by Gatherer to Customer at the Point(s) of Delivery shall meet each specification set forth below:

Oxygen – Gas shall not contain more than two-tenths percent (0.2%) by volume of uncombined oxygen, and Customer shall make reasonable efforts to maintain the Gas free from oxygen;

Hydrogen Sulfide - Gas shall not contain more than one quarter (1/4) grain per one hundred (100) cubic feet;

Carbon Dioxide - Gas shall not contain more than two percent (2%) by volume;

Sulfur – Gas shall not contain more than twenty (20) grains per one hundred (100) cubic feet (excluding sulfur contained in hydrogen sulfide);

Dust, Gums and Solid Matter – Gas shall be free of dust, gums, gum forming constituents, and other media or solid matter;

Nitrogen - Gas shall not contain more than two percent (2%) by volume;

Hazardous Waste – Gas shall not contain corrosion inhibitors, chemicals, antifreeze agents, “hazardous waste” as defined in the Resources Conservation and Recovery Act of 1976 or other materials containing constituents hazardous or injurious to Gatherer’s operations;

Water and Objectionable Liquids – Gas shall be free of water and other objectionable liquids;

Temperature – have a temperature of not less than forty degrees (40º) Fahrenheit and not more than one hundred twenty degrees (120º) Fahrenheit; and

Heating Value – contain a Gross Heating Value of at least 950 Btu per cubic foot at 14.73 psia.

Non-conforming Gas. If any Gas delivered by Customer is Non-conforming Gas, Gatherer may refuse to accept delivery of such Non-conforming Gas until Customer has corrected the quality deficiency. Gatherer’s option to refuse delivery of Non-conforming Gas is in addition to other remedies available to Gatherer. If Gatherer at any time accepts delivery of Non-conforming Gas, such acceptance will not constitute a waiver of this provision with respect to any future delivery of Gas, and Customer will indemnify Gatherer for any costs, expenses, losses, damages and

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liabilities arising out of such accepted Non-conforming Gas. Notwithstanding any provisions herein to the contrary, if Customer’s Non-conforming Gas is delivered into Gatherer’s pipeline without the prior knowledge or approval of Gather and the quality deficiency of that Gas damages any party’s pipeline or appurtenant facilities, Customer will reimburse Gatherer for all damages caused or to the extent contributed to by Customer’s Non-conforming Gas, including without limitation physical damage to any pipeline or appurtenant facilities and economic damages to Gatherer’s commercial operations.

Article VIII. Fees, Billing & Payment

Fees.

(a) Demand Fee. From the Commencement Date through November 30, 2019, Customer shall pay Gatherer each Month a demand fee equal to the product of (x) $0.03 per MMBtu and (y) the Monthly Available Firm Service Capacity for such Month.

(b) Plant Delivery Point Gathering Fee. For all Customer Gas received by Gatherer at the Points of Receipt and delivered to any of the Plants each Month, Customer shall pay Gatherer a gathering fee for such Month as follows:

(i) From the Commencement Date through November 30, 2019, $0.02 per MMBtu; and

(ii) Commencing on December 1, 2019, $0.05 per MMBtu.

(c) DCP Harris Road Delivery Point Gathering Fee. For all Customer Gas received by Gatherer at the Points of Receipt and delivered to the DCP Harris Road Delivery Point each Month, Customer shall pay Gatherer a gathering fee of $0.22 per MMBtu.

(d) Other Services Fees. If Gatherer provides any compression, dehydration or treating Services with respect to Customer Gas delivered hereunder, the fees applicable to such Services shall be as mutually agreed between the Parties. The Parties agree to supplement this Agreement with an addendum or other mutually agreeable modification to memorialize the terms applicable to the provision of any such additional Services.

Minimum Volume Commitment and Deficiency Fee. The Parties have agreed that Customer will deliver a minimum quantity of Gas to the Gathering System each calendar year (the “Minimum Volume Commitment” or “MVC”). If Customer does not deliver the MVC for any calendar year, Customer shall pay Gatherer a fee (the “Deficiency Fee”) equal to the product of the then effective Plant Delivery Point Gathering Fee multiplied by the difference between (i) the MVC for such calendar year minus (ii) Customer’s total deliveries of Gas to the Points of Receipt during such calendar year. Any Deficiency Fee shall be invoiced to Customer within fifteen (15) days following the end of the applicable calendar year and shall be payable by Customer as set forth in this Article VIII. The MVC for a calendar year is equal to the aggregate of the MVC Commitment for each Day in such year minus the Daily Excused Volume for each Day in such year.

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Invoices and Statements. On or before the fifteenth (15th) calendar Day of each Month, Gatherer shall provide to Customer an invoice and statement for the previous Month setting forth the calculation of the net amount due hereunder to Gatherer for the Services provided hereunder during such previous Month.

Payment of Statements. Within fifteen (15) calendar Days following receipt of each of Gatherer’s invoices and statements, Customer shall make payment to Gatherer of all undisputed amounts by wire transfer, in accordance with the account information provided to Customer, unless another form of payment is agreed to in writing by the Parties. Should Customer fail to make payment in full of all undisputed amounts within such time period, interest shall accrue on the unpaid balance at the Default Interest Rate or the maximum legal rate, whichever is the lesser, from the date such payment is due until the same is paid. If Customer fails to pay Gatherer undisputed amounts due hereunder and such failure is not cured within ten (10) calendar Days’ of written notice from Gatherer to Customer, Gatherer may suspend receipt and delivery of Customer Gas without prejudice to any other available remedies at law or in equity.

Billing Disputes. If a good faith dispute arises as to any amount payable hereunder, payment shall nevertheless be made when due of the amount not in dispute. Such payment shall not be deemed to be a waiver of the right to recoup any overpayment. If Customer withholds payment of any disputed amount, Customer shall, within seven (7) calendar Days after receipt of the statement for the month to which the disputed amount pertains, submit to Gatherer a written explanation of the dispute and any available supporting documentation. The Parties shall then cooperate in good faith to resolve such dispute as expeditiously as possible.

Audit Rights. Each Party or its designated representatives shall, upon reasonable notice to the other Party, have the right, no more frequently than two (2) times per twelve (12) consecutive calendar Months, at its own expense, at reasonable times and during normal business hours, to examine the books and records of such other Party to the extent necessary to verify the accuracy of any statement, charge, computation, or demand made under or pursuant to this Agreement. Each Party agrees to keep its records and books in accordance with generally accepted accounting practices in the oil and gas industry. Each invoice and statement shall be final as to both Parties unless questioned in writing within twenty four (24) Months following the date of such invoice or statement.

Article IX. Notices

Any notice, statement, claim or other communication required or permitted hereunder shall be in writing and shall be sent by: (i) hand delivery; (ii) United States mail with all postage fully prepaid; or (iii) courier with charges paid in accordance with the customary arrangements established by such courier, in each of the foregoing cases addressed to the Party at the following addresses, and shall be deemed given when received by the Party to whom it is addressed. The Parties opt out of electronic delivery of notices and amendments under this Agreement, except as to nominations, scheduling and imbalances, and except that this executed Agreement and executed amendments hereto may be delivered by scanning and emailing.

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Gatherer:

Notices and Correspondence:

PennTex North Louisiana, LLC

c/o PennTex North Louisiana Operating, LLC

11931 Wickchester Lane, Suite 300

Houston, Texas 77043

Attn: Steve Moore

E-mail: smoore@penntex.com

Customer:

Notices and Correspondence:

MRD Operating LLC

c/o Memorial Resource Development Corp.

500 Dallas Street, Suite 1800

Houston, TX 77002

Attn: General Counsel

E-mail: kroane@memorialrd.com

with a copy to:

Attn: Jeremy Bolander

E-mail: Jeremy.bolander@memorialrd.com

Notices of change of address of either of the Parties shall be given in writing to the other Party in the manner aforesaid and shall be observed in the giving of all future notices, statements, payments, claims or other communications required or permitted to be given hereunder.

Article X. Force Majeure

The term, “Force Majeure” as used herein shall mean acts of God; strikes, lockouts, or other industrial disturbances; conditions arising from a change in governmental laws, orders, rules, or regulations; acts of public enemy; wars; blockades; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; storms; floods; washouts; arrests and restraints of governments and people; civil disturbances; explosions; breakage or accident to machinery or lines of pipe; the necessity for making repairs, tests, alterations, or performing maintenance to machinery or lines of pipe; scheduled maintenance; freezing of wells or lines of pipe; partial or entire failure of wells, processing, or gasification and gas manufacturing facilities; orders or directives of, or proceedings initiated by, any Governmental Authority; and any other causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming relief hereunder, and which by the exercise of due diligence, such Party is unable to prevent or overcome. Such term shall likewise include those instances (a) where either Gatherer or Customer is required to obtain servitudes, rights-of-way, grants, permits or licenses to enable

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such Party to fulfill its obligations under this Agreement and is unable to acquire or experiences delays in acquiring such servitudes, rights-of-way, grants, permits or licenses, at reasonable costs, and after the exercise of reasonable diligence, and (b) the partial or entire failure or refusal of 3rd Party Operators to receive or deliver Gas, or increases in pressure of upstream or downstream pipelines. Force Majeure shall not include failure of Gas supply due to pricing considerations.

In the event Gatherer or Customer is rendered unable, wholly or in part, by reason of force majeure to carry out its obligations under this Agreement (other than the obligation to make payment of amounts due hereunder, including without limitation, payment of fees due hereunder), it is agreed that such Party shall give notice and reasonably full particulars of such force majeure, in writing, or other electronic means to the other Party within a reasonable time after the occurrence of the cause relied on, and the obligations of the Party giving such notice, so far as they are 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.

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 any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty.

Article XI. Warranties

Customer warrants to Gatherer that at the time of delivery to the Point(s) of Receipt of Customer Gas hereunder Customer will have good title or the good right to deliver such Customer Gas, and that such Customer Gas shall be free and clear of all liens and adverse claims, other than statutory liens and liens, encumbrances or claims under credit facilities or other credit arrangements in respect of borrowed money; and Customer agrees, with respect to the Customer Gas delivered by it to Gatherer, to indemnify Gatherer against all suits, actions, debts, accounts, damages, costs (including attorney’s fees), losses and expenses arising from or out of any adverse claims of any and all persons to or against said Customer Gas.

Article XII. Taxes and Surcharges

Customer shall pay, or cause to be paid, all production, severance, gross receipts, ad valorem, and similar Taxes, and all surcharges, levied or imposed on it by any Governmental Authority with respect to Customer Gas. In the event Gatherer is required to pay or remit any such Tax or surcharge owed by Customer, Customer shall reimburse Gatherer for such Tax or surcharge pursuant to Gatherer’s invoice for the same. Customer hereby agrees to indemnify, defend and hold harmless Gatherer from and against any and all claims and losses arising out of or related to such Taxes or surcharges. This indemnity and defense obligation shall survive the expiration or termination of this Agreement. Gatherer shall be responsible for all Taxes or surcharges levied or imposed on it by any Governmental Authority with respect to the Gathering System and Gatherer’s other facilities, including without limitation, Gatherer’s gas processing plants.

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Article XIII. Limitation of Liability & Indemnifications

CUSTOMER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS GATHERER AND GATHERER’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST, COURT COSTS, REASONABLE ATTORNEYS’ FEES AND EXPENSES, AND OTHER COSTS OF DEFENSE) (COLLECTIVELY, “CLAIMS”) RELATING TO, CAUSED BY OR ARISING OUT OF CUSTOMER’S BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY CUSTOMER HEREUNDER, BUT NOT TO THE PROPORTIONATE EXTENT THAT SUCH CLAIM IS CAUSED BY OR RESULTS FROM OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER.

GATHERER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CUSTOMER AND CUSTOMER’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS RELATING TO, CAUSED BY OR ARISING OUT OF (I) GATHERER’S BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY GATHERER HEREUNDER, BUT NOT TO THE PROPORTIONATE EXTENT THAT SUCH CLAIM IS CAUSED BY OR RESULTS FROM OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CUSTOMER, AND (II) OPERATIONS CONDUCTED HEREUNDER OR IN CONNECTION HEREWITH BY GATHERER TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER.

NO PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, OR OTHERWISE; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT LIMIT A PARTY’S RIGHT TO RECOVERY HEREUNDER FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER. THE LIMITATIONS IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES SHALL BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.

Article XIV. Creditworthiness

If Customer has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Customer, Gatherer shall have the right to

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request and receive from Customer adequate assurance of performance (“Performance Assurance”) which shall mean credit support in a form reasonably acceptable to Gatherer and in an amount and for the term reasonably acceptable to Gatherer. Any of the following shall be an acceptable form of credit support:

(a) An irrevocable standby letter of credit from a bank satisfactory to Gatherer;

(b) Provide a prepayment or a deposit in advance of the Month in which Services hereunder are to be provided; or

(c) A performance bond issued by a Person satisfactory to Gatherer.

If the credit of Customer’s guarantor is satisfactory in Gatherer’s opinion, a demand for Performance Assurance can be satisfied with a guarantee issued on behalf of Customer in a form acceptable to Gatherer, but only for as long as the credit of Customer’s guarantor continues to be acceptable to Gatherer. Gatherer acknowledges and agrees that Memorial Resource Development Corp. is a satisfactory guarantor.

Should Customer or its guarantor fail to provide Performance Assurance within ten (10) Business Days after receipt of written demand for such assurance, then Gatherer shall have the right to suspend performance under this Agreement until such time as Customer furnishes Performance Assurance. For the avoidance of doubt, such suspension of performance by Gatherer shall not relieve Customer of its obligation to make payments of amounts due hereunder, including, without limitation, payment of fees due hereunder.

If during the Term, if Gatherer has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Gatherer, Customer shall have the right to request and receive from Gatherer adequate Performance Assurance under similar terms and conditions as described above, including the right to suspend performance under this Agreement until such time as Gatherer furnishes Performance Assurance.

Article XV. Miscellaneous

Entire Agreement. This Agreement, including any exhibits and attachments, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect thereto, and may not be amended or modified except by a written instrument signed by both Parties expressly identifying it as an amendment or modification hereof.

Waiver. Any failure by either Party to comply with any of its obligations, agreements or conditions herein contained may only be waived in writing in an instrument specifically identified as a waiver and signed by the Party to whom such compliance is owed. No waiver of, or consent to a change in, any provision of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, any other provisions hereof, nor shall such waiver constitute a continuing waiver unless expressly provided in the waiver.

No Third Party Beneficiaries. Except for Persons indemnified hereunder, this Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto other than Persons which become successors or assigns pursuant the provisions hereof.

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No Partnership. It is not the intention of the Parties to create, nor is there created hereby, a partnership, trust, joint venture or association. The status of each Party hereunder is solely that of an independent contractor.

Published Indices. Unless expressly provided otherwise herein, if any published price index referred to in this Agreement ceases to be published, the Parties shall mutually agree to an alternative published price index representative of the published price index referred to in this Agreement.

Headings. 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 provisions hereof.

Governing Law. This Agreement is entered into in the State of Texas and shall be governed, interpreted and construed in accordance with the laws of the State of Texas without regard to the conflicts of laws provisions thereof. Exclusive venue for any suit, action or proceeding brought by either Party in connection with this Agreement or arising out of the terms or conditions hereof shall be in the state or federal courts situated in Harris County, Texas.

Agreement Subject to Laws. This Agreement is subject to all applicable state and federal laws and to all applicable orders, rules, and regulations of any Governmental Authority having jurisdiction. If either Party is ordered or required to do any act inconsistent with the provisions of this Agreement, then this Agreement shall continue nevertheless and shall be deemed modified to conform to the requirements of such law or regulation.

Restrictions on Assignment. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.

Permitted Assignments. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such Party or its Affiliates without the consent of the other Party, (iii) Gatherer may assign this Agreement without Customer’s consent in connection with the sale or transfer of the Gathering System, and (iv) Customer may assign or partially assign this Agreement without Gatherer’s consent in connection with the sale or transfer of all or part of Customer’s ownership interests in the wells (or in the lands upon which such wells are located) producing Customer Gas delivered hereunder, provided that such assignee has a credit rating reasonably acceptable to Gatherer at the time of such sale or transfer. In the case of transfers under clause (iv) above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of the obligations assumed by the transferee, provided that Customer’s and such transferee’s combined obligations to Gatherer shall be no greater than Customer’s obligations to Gatherer prior to such transfer.

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Reports to Governmental Authorities. Neither Party represents or warrants that any information it may furnish to the other Party under the provisions of this Agreement will satisfy any of the requirements that may be imposed by any applicable state or federal laws and by any applicable orders, rules, and regulations of any Governmental Authorities having jurisdiction. Further, neither Party assumes the responsibility for the making of any reports to any Governmental Authorities that are required to be made by or on behalf of the other Party.

Severability. The invalidity of any one or more provisions of this Agreement will not affect the validity of this Agreement as a whole, and in case of any such invalidity, this Agreement will be construed as if the invalid provision had not been included herein so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that one or more provisions of this Agreement are invalid, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Expenses. Each Party shall pay its own legal fees and other costs and expenses incurred by it in connection with the execution and delivery of this Agreement.

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.

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. Any signature delivered by a Party electronically shall be deemed an original signature.

Term and Termination. This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days’ prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the “Term”).

Survival. The respective indemnification obligations of the Parties set forth in this Agreement shall survive the expiration of the Term and any termination of this Agreement.

[Signature Page Follows]

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This Agreement is executed by the authorized representatives of the Parties set forth below, to be effective as of the Effective Date.

CUSTOMER:
MRD OPERATING LLC
By:	MEMORIAL RESOURCE DEVELOPMENT CORP.,
	its sole member
By:	/s/ Kyle Roane
Name:	Kyle N. Roane
Title:	Senior Vice President
GATHERER:
PENNTEX NORTH LOUISIANA OPERATING, LLC
By:	/s/ Robert O. Bond
Name:	Robert O. Bond
Title:	Chief Operating Officer

Signature Page to Gas Gathering Agreement

Exhibit A

Commencement Date Facilities

Pipeline Facilities

• 29.5 miles of 12” pipeline between Mt. Olive Plant and DCP Harris Road

• 1.4 miles of 20” pipeline between the Talbert/Colvin Hearne CDP and the Mt. Olive Plant

• 3.3 miles of 24” pipeline between the Regency 24” Interconnect and the Lincoln Parish Plant

Point(s) of Receipt

• Temple Sales CDP

• LA Methodist CDP (owned by Customer)

• Talbert/Colvin/Hearne CDP (owned by Customer)

Point(s) of Delivery

• DCP Harris Road

• Lincoln Parish Plant (owned by Gatherer or its Affiliate)

• Mt. Olive Plant (owned by Gatherer or its Affiliate)

Miscellaneous Appurtenant Facilities (launchers/receivers, separation, etc.)

Exhibit A

Exhibit B

I. Point(s) of Receipt

Receipt Point Name	Gatherer’s Meter #	Parish/State	Maximum Volume (in Mcf/d)
MRD Temple Sales CDP	10005	Lincoln Parish, LA	up to 128,000
MRD Regency 24” Interconnect	10002	Lincoln Parish, LA	up to 400,000
MRD LA Methodist CDP	10004	Lincoln Parish, LA	up to 160,000
MRD Talbert/Colvin/Hearne CDP	TBD	Lincoln Parish, LA	up to 160,000

II. Point(s) of Delivery

Delivery Point Name	Gatherer’s Meter #	Parish/State	Maximum Volume (in Mcf/d)
PTX Lincoln Parish Plant	10007	Lincoln Parish, LA	200,000
PTX Mt. Olive Plant	TBD	Lincoln Parish, LA	200,000
DCP Harris Road	10001	Claiborne Parish, LA	50,000

Exhibit B

EX-10.4

Exhibit 10.4

Execution Version

GAS TRANSPORTATION AGREEMENT

This Gas Transportation Agreement (this “Agreement”) is hereby made and entered into on the 14^th day of April, 2015 (the “Effective Date”) by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (“Transporter”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Hereinafter, Transporter and Customer may sometimes be referred to collectively as the “Parties” and individually as a “Party.”

WITNESSETH

WHEREAS, Transporter owns and operates a natural gas transportation system and related facilities; and

WHEREAS, Customer owns or controls, and has the right, to deliver Gas (as hereinafter defined) for transportation and desires to have Transporter provide such service under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties covenant and agree as follows:

Article I. Definitions

For the purposes of this Agreement, the following definitions have the meanings as set forth below:

“Affiliate” shall mean, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For this purpose, “control” of any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, by ownership of voting interest, by contract or otherwise. For the purposes of this Agreement, (i) with respect to PennTex Midstream Partners, LLC and its subsidiaries, the term “Affiliate” shall exclude Memorial Resource Development Corp. and each of its subsidiaries and (ii) with respect to Memorial Resource Development Corp. and its subsidiaries, the term “Affiliate” shall exclude PennTex Midstream Partners, LLC and each of its subsidiaries.

“AMI/MEA Agreement” shall mean that certain Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement dated April 14, 2015 among PennTex North Louisiana, LLC, Customer, PennTex NLA Holdings, LLC and MRD WHR LA Midstream LLC, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Btu” shall mean one British thermal unit, the amount of heat required to raise the temperature of one pound of water one degree Fahrenheit at standard reference conditions.

“Business Day” shall mean any day (other than a Saturday or Sunday) on which commercial banking institutions in Houston, Texas are generally open for business.

“Cash-out Price” shall have the meaning set forth for such term in Article IV.

“Central Clock Time” shall mean the current time in the Central Time Zone taking into consideration the seasonal changes back and forth between Daylight Savings and Standard time.

“Commencement Date” shall be the first day of the Month following the date Transporter notifies Customer that (i) the Transportation System is operational to the extent necessary to commence commercial service with respect to the receipt of Customer Gas at the Point of Receipt at the tailgate of the Lincoln Parish Plant and delivery of such Gas to the Points of Delivery located downstream of the Lincoln Parish Plant, (ii) the Lincoln Parish Plant is operational to the extent necessary to commence commercial service with respect to the receipt and processing of Customer Gas, and (iii) the Points of Delivery listed on Exhibit A that are owned by Transporter or its Affiliate are operational and all necessary interconnect agreements with Interconnecting Pipelines necessary to deliver Gas to such Points of Delivery are in effect to the extent necessary to commence commercial service with respect to the delivery (but, for the avoidance of doubt, not the further downstream transportation) of Customer’s Gas. Transporter will not be responsible for delays to the Commencement Date due to the action or inaction of Customer or Third Party Operators.

“Commencement Date Facilities” shall have the meaning given to such term in Article II.

“Contract Year” shall mean a period commencing at 9:00 a.m., Central Clock Time, on the Commencement Date and ending at 9:00 a.m., Central Clock Time on the same day and calendar month of the following calendar year and thereafter for succeeding periods of twelve (12) consecutive Months each.

“Customer” shall have the meaning given to such term in the preamble of this Agreement.

“Customer’s Firm Service Gas” shall mean, an amount of Customer Gas equal to 400,000 MMBtu per Day; provided, however, (y) Customer’s Firm Service Gas shall be increased by the additional amount of Transportation System capacity provided pursuant to a New Facility, and (z) if any Plant described in clause (iii) of the definition of “Plants” exists, Customer’s Firm Service Gas shall be increased by the amount of Gas Customer is committed to deliver to such Plant.

“Customer Gas” shall mean Gas delivered by or on behalf of Customer for transportation on the Transportation System pursuant to this Agreement.

“Day” or “Daily” shall mean a period of hours, commencing at 9:00 a.m., Central Clock Time, on a calendar day and ending at 9:00 a.m., Central Clock Time, on the next succeeding calendar day.

“Default Interest Rate” shall mean the U.S. Prime Rate (as published in the “Money Rates” table of The Wall Street Journal, Eastern Edition) applicable on the first Business Day prior to the due date of payment and thereafter on the first Business Day of each succeeding calendar month (or, if such rate exceeds the maximum permissible rate under applicable law, the maximum rate permitted by such applicable law).

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“Effective Date” shall have the meaning given to such term in the preamble of this Agreement.

“Equivalent Quantities” shall mean, on any Day, a quantity of Gas (expressed in MMBtu) that has a Thermal Content equal to the Thermal Content of Customer Gas received from Customer at the Points of Receipt on that Day, less the Thermal Content of System Fuel & LUAF allocated to such Customer Gas for such Day.

“Firm Service” shall mean service for which Transporter is contractually entitled to interrupt its performance only to the extent (i) that such performance is excused pursuant to the provisions of this Agreement relating to Force Majeure, (ii) of specified periods of maintenance, or (iii) that Transporter determines that the operation of all or any portion of its facilities will cause injury or harm to persons or property or to the integrity of its facilities, and with respect to each of (i), (ii) or (iii), only to the extent that Transporter has curtailed all service of the same priority on a pro rata basis in accordance with Article V.

“Firm Service Gas” shall mean all Gas entitled to Firm Service on the Transportation System, including, without limitation, Customer’s Firm Service Gas.

“Force Majeure” shall have the meaning given to such term in Article X.

“Gas” shall mean any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases that are extracted from the subsurface of the earth.

“Governmental Authority” shall mean any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority or entitled to any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

“Gross Heating Value” shall mean the number of Btus produced by the complete combustion in air, at constant pressure of one (1) cubic foot of Gas, at a base temperature of sixty degrees Fahrenheit (60°F) and at a reference pressure base equal to 14.65 psia, with air of the temperature and pressure of the Gas, after the products of combustion are cooled to the initial temperature of the Gas, and after the air and water formed by the combustion is condensed to the liquid state. The gross heating value of the Gas shall be corrected for water vapor under testing conditions to the actual water vapor content of the Gas being delivered; provided, however, if the actual water vapor content is seven (7) pounds per 1,000,000 standard cubic feet of Gas or less, the Gas shall be deemed “dry” and no water vapor correction shall be made.

“Imbalance” shall have the meaning set forth for such term in Article IV.

“Interconnecting Pipelines” means any pipeline connected to the Transportation System for the further transportation of Gas downstream of the Transportation System.

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“Interruptible Service” shall mean service for which Transporter is contractually entitled to interrupt its performance for any reason, including, without limitation, (i) the overall demand for services in the applicable facilities exceeding Transporter’s capacity therein, (ii) an event of force majeure, (iii) maintenance or (iv) Transporter determines that the operation of all or any portion of its facilities will cause injury or harm to persons or property or to the integrity of its facilities.

“Interruptible Service Gas” shall mean all Gas received by Transporter into the Transportation System that is not Firm Service Gas.

“Lincoln Parish Plant” shall mean Transporter’s gas processing plant located in Lincoln Parish, Louisiana.

“Mcf” shall mean one thousand cubic feet of Gas at standard base conditions of 60°F and 14.73 psia.

“Measurement Facility” shall mean the valves, fittings, piping, meters, transmitters and other associated measurement equipment located at a Point of Receipt or a Point of Delivery which provides custody transfer volumes. “Measurement Facilities” shall mean, collectively, each such Measurement Facility.

“MMBtu” shall mean one million (1,000,000) Btus.

“Month” or “Monthly” shall mean a period of time beginning at 9:00 a.m., Central Clock Time on the first Day of the calendar month and ending at 9:00 a.m., Central Clock Time on the first Day of the next succeeding calendar month.

“Mount Olive Plant” shall mean Transporter’s gas processing plant located in Mount Olive, Lincoln Parish, Louisiana that is Transporter’s next gas processing plant constructed after the Lincoln Parish Plant.

“Negative Imbalance” shall have the meaning set forth for such term in Article IV.

“New Facility” shall have the meaning set forth for such term in Article II.

“Parties” shall have the meaning given to such term in the preamble of this Agreement.

“Party” shall have the meaning given to such term in the preamble of this Agreement.

“Performance Assurance” shall have the meaning given to such term in Article XIV.

“Person” shall mean any individual or any corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority or other entity.

“Plants” shall mean (i) the Lincoln Parish Plant, (ii) the Mount Olive Plant and (iii) any other gas processing plant owned by Transporter or its Affiliate that is capable of receiving Customer Gas and redelivering such Gas to the Transportation System.

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“Point of Delivery” shall mean the custody transfer meter at the outlet of Transporter’s facilities at the point of interconnection between the Transportation System and Interconnecting Pipelines or other facilities. “Points of Delivery” shall mean, collectively, each Point of Delivery. As of the Effective Date, the Points of Delivery, and the maximum available capacity thereof, are set forth on Exhibit B.

“Point of Receipt” shall mean each custody transfer meter at the tailgate of the Plants from which Customer Gas is received into the Transportation System. “Points of Receipt” shall mean, collectively, each Point of Receipt. As of the Effective Date, the Points of Receipt, and the maximum available capacity thereof, are set forth on Exhibit B.

“Positive Imbalance” shall have the meaning set forth for such term in Article IV.

“Service Type” shall mean the type of service provided for Gas delivered hereunder, either Firm Service or Interruptible Service.

“Services” shall mean the transportation and, if applicable, compression services provided by Transporter to Customer hereunder.

“System Fuel & LUAF” shall mean, for any period of calculation, (i) Customer’s share of Gas or fuel equivalents (electricity or other energy sources converted to their Btu equivalent) used by Transporter to deliver Customer’s Gas from the Point(s) of Receipt to the Point(s) of Delivery on the Transportation System during such period, and (ii) Gas lost and unaccounted for on the Transportation System during such period.

“Taxes” shall mean any or all current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected by any Governmental Authority having jurisdiction. For the avoidance of doubt, the term “Taxes” shall not include any current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected with respect to the Transportation System or any of Transporter’s other facilities, including without limitation, Transporter’s natural gas processing plants.

“Term” shall have the meaning given to such term in Article XV.

“Thermal Content” means, with respect to Gas, the product of (i) a volume of Gas and (ii) the Gross Heating Value of such Gas, adjusted to a same pressure base of 14.73 psia, as expressed in MMBtus.

“Third Party Operator” means an operator of a pipeline or other facility upstream or downstream of the Transportation System, other than Transporter or its Affiliates.

“Transportation Fee” shall have the meaning given such term in Article VIII.

“Transportation System” shall mean the Commencement Date Facilities and all other equipment, devices, Measurement Facilities, pipelines and other facilities owned or operated by Transporter at or downstream of the Points of Receipt, necessary to receive Customer Gas at the Points of Receipt for transport to the Points of Delivery, and all additions, modifications, alterations, replacements, extensions, or expansions made thereto by Transporter from time to time, including, without limitation, any New Facilities pursuant to Article II hereof.

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“Transporter” shall have the meaning given to such term in the preamble of this Agreement.

Article II. Dedication, Commencement Date Facilities, Post-Commencement Date Facilities and Transporter Services

Dedication. During the Term, subject to the terms of the AMI/MEA Agreement, Customer dedicates and commits to this Agreement, and shall deliver or cause to be delivered to the Transportation System for transportation hereunder, all of Customer’s owned or controlled residue Gas delivered from any of the Plants. Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that there is no minimum amount of residue Gas that must be delivered to the Transportation System hereunder; accordingly, Customer shall not have any liability (financial or otherwise) for failure to deliver any particular quantity of residue Gas to Transporter; provided, however, the foregoing sentence shall not reduce or eliminate Customer’s obligation to pay the fees provided herein to the extent Services are provided hereunder.

Commencement Date Facilities. Transporter shall design, engineer, modify, construct and equip, or caused to be designed, engineered, modified, constructed and equipped, the Transportation System, including, without limitation, the facilities and equipment described on Exhibit A attached hereto (the facilities and equipment described on Exhibit A being collectively referred to as the “Commencement Date Facilities”).

Post-Commencement Date Facilities.

If after the Commencement Date, Customer requires an addition, modification, alteration, replacement, or expansion of the Transportation System (a “New Facility”), Customer will provide Transporter a written notification of such requested New Facility containing sufficient information for Transporter to estimate the cost to provide such New Facility. Although Transporter shall have no obligation to provide a requested New Facility, Transporter may, in its sole discretion, agree to construct or acquire such New Facility. The commercial terms applicable the construction or acquisition of any New Facility will be determined in accordance with the AMI/MEA Agreement. The Parties agree to make any revisions to this Agreement (including the Exhibits hereto) that are necessary to reflect any New Facility.

Transportation Services. For each Day during the Term, (i) Transporter agrees to provide Firm Service on the Transportation System for Customer Gas delivered to the Transportation System in a quantity not to exceed Customer’s Firm Service Gas for such Day, and Interruptible Service for all quantities in excess of Customer’s Firm Service Gas for such Day, and deliver to Customer, or for the account of Customer, at the applicable Points of Delivery, Equivalent Quantities of Customer Gas received at the Points of Receipt, and (ii) Customer, or its designee, shall accept such Equivalent Quantities of Customer Gas at the Points of Delivery.

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Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that there is no minimum amount of Customer Gas that must be delivered to the Transportation System hereunder; accordingly, Customer shall not have any liability (financial or otherwise) for failure to deliver any particular quantity of Gas to Transporter; provided, however, the foregoing sentence shall not reduce or eliminate Customer’s obligation to pay the fees provided herein.

Article III. Receipt and Delivery Pressures

Pressure at Point of Receipt. Transporter will receive Customer Gas at the prevailing pressure at which such Customer Gas is delivered to the applicable Point of Receipt by the operator of the applicable Plant.

Pressure at Point of Delivery. All Customer Gas delivered by Transporter will be delivered at the prevailing pressures of the Transportation System as may exist from time to time. Transporter shall at no time be required, unless otherwise agreed in writing, to construct New Facilities or modify the Commencement Date Facilities, including by the addition of compression facilities, to effect such delivery, including, but not limited to, instances in which a facility downstream of a Point of Delivery operates at a pressure in excess of the Transportation System working pressure. For the avoidance of doubt, any New Facilities required by Customer to comply with the operating pressure of facilities located downstream of a Point of Delivery shall be subject to the provisions of Article II.

Article IV. Nominations, Confirmations and Imbalances

Nominations. Each Month during the Term, Customer shall give written notice of Customer’s nomination to Transporter specifying the average daily quantity of Customer Gas Customer requests be transported during such Month and designate a person who will be responsible for coordinating notices among Customer, Transporter and Third Party Operators in accordance with these procedures. Customer shall furnish such nomination to Transporter by email or other electronic means and such nomination shall specify such information as is necessary in order to perform the Services requested by Customer. If Customer anticipates any material revision to a Monthly nomination it has provided to Transporter, Customer will notify Transporter as promptly as possible. Transporter will transport hereunder as nearly as practicable at uniform hourly and Daily rates of flow unless otherwise mutually agreed by Customer and Transporter.

Unless otherwise mutually agreed by Customer and Transporter, for Customer’s initial nomination to be accepted for the first (1st) Day of any Month, Customer’s nomination must be received by Transporter by 11:30 a.m. Central Clock Time on the third (3rd) Business Day prior to the last Day of the Month preceding such Month. Customer shall have the right to submit a new nomination or revise its existing nomination for any Day during such Month provided such nomination is received by Transporter prior to 11:30 a.m. Central Clock Time on the Business Day prior to the Day such new or revised nomination is requested to commence. Customer nominations received by Transporter after 11:30 a.m. Central Clock Time on the Business Day prior to the Day such new or revised service is requested to commence, or intraday nominations

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for Gas flowing the same Day, may be accepted by Transporter, in its sole discretion. Such new or revised nomination shall specify Customer’s anticipated service requirements for the remainder of the applicable Month.

If Customer is advised by a Third Party Operator to reduce or suspend deliveries of Customer Gas to the Transportation System, Customer shall immediately notify Transporter orally of such reduction or suspension, and shall confirm such notification in writing, and adjust its nominations in order to maintain a balanced position to the extent possible.

Confirmations. All nominations of Customer Gas shall be scheduled and implemented by Transporter on a prospective basis and only to the extent Transporter is able to confirm the receipt and delivery of such Gas with the operator(s) of the Point(s) of Delivery. If a conflict arises between Customer’s new or revised nomination and an operator’s confirmation, Customer understands and agrees such operator’s confirmation shall control. If Customer submits a new or revised nomination to Transporter, Transporter will confirm the scheduled quantity to Customer by 3:00 Central Clock Time on the Business Day prior to the Day such new or revised nomination is requested to commence, except for intraday nominations for Gas flowing the same Day, which Transporter will confirm as soon as reasonably practicable.

Commingling. Although Customer shall retain title to Customer Gas delivered to Transporter hereunder, Customer Gas shall constitute part of the supply of Gas from all sources, and as such, Transporter shall, subject to its obligation to deliver Equivalent Quantities each Day, have the right to commingle Customer Gas with Gas of other customers. Transporter shall allocate Customer’s pro rata share of each NGL Component contained in any commingled stream of Gas at any Point(s) of Delivery based on the GPMs of each NGL Component contained in Customer’s Gas as measured by chromatograph or other method acceptable in the industry at the Point(s) of Receipt.

Imbalances. The term “Imbalance” means the cumulative difference in a Month between: (i) the quantity of Gas in MMBtu received for the account of Customer at the Point(s) of Receipt, less Customer’s System Fuel & LUAF quantity, as applicable, and (ii) the quantity of Gas in MMBtu delivered for the account of Customer at the Point(s) of Delivery. After any adjustment for System Fuel & LUAF, if the Imbalance is the result of receipts at the Point(s) of Receipt exceeding the delivered (or scheduled, as applicable) quantity of Gas for Customer’s account at the Point(s) of Delivery, it is a “Positive Imbalance”. If the Imbalance is a result of receipts at the Point(s) of Receipt being lower than the delivered quantity of Gas for Customer’s account at the Point(s) of Delivery, it is a “Negative Imbalance”. Imbalances will be cashed out on a Monthly basis.

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Cash Out. The cash-out settlement price will be the monthly arithmetical average of the prices (“Cash-out Price”) as posted in Gas Daily’s Daily Price Survey during the Month under the heading “Texas Gas Transmission Corp.,” under the column labeled “Index” corresponding to the row labeled “Zone 1.” Transporter will pay Customer an amount that is the product of the Positive Imbalance each Month, if any, and the Cash-out Price. Customer will pay Transporter an amount that is the product of the Negative Imbalance each Month, if any, and the Cash-out Price. If the actual monthly volume varies by more than five percent (5%) from the delivered volumes for the Month, then the Cash-out Price will be adjusted as follows:

1. For Negative Imbalances, the Cash-out Price will be increased by the percentage variance, rounded up to the nearest whole percentage point, between the Point(s) of Delivery volumes and the adjusted Point(s) of Receipt volumes. (i.e., if the adjusted receipt volume from Customer is 7% less than the Point(s) of Delivery volume, then the Index Price will be increased by 7%), however in no event shall the Cash-Out Price be increased more than 10%; and

2. For Positive Imbalances, the Cash-out Price will be decreased by the percentage variance, rounded up to the nearest whole percentage point, between the Point(s) of Delivery volumes and the adjusted Point(s) of Receipt volumes. (i.e., if the adjusted receipt volume from Customer is 7% greater than the Point(s) of Delivery volume, then the Index Price will be increased by 7%), however in no event shall the Cash-Out Price be increased more than 10%.

Article V. Curtailment

If the quantity of Customer Gas and all other Gas available for delivery into the Transportation System exceeds the capacity of the Transportation System at any point, then Transporter shall interrupt or curtail receipts of Customer Gas with respect to the affected point(s) only in accordance with the following:

(a) First, Transporter shall curtail all Interruptible Service Gas prior to curtailing Firm Service Gas. In the event Transporter curtails some, but not all, Interruptible Service Gas on a particular Day, Transporter shall allocate the capacity of the Transportation System available for Interruptible Service Gas at the affected points on a pro rata basis based upon Customer’s last confirmed nomination of Interruptible Service Gas hereunder and the last confirmed nominations of Interruptible Service Gas from all other shippers on the Transportation System prior to the event causing the curtailment.

(b) Second, if additional curtailments are required beyond those described in the immediately preceding clause (a), Transporter shall curtail Firm Service Gas. In the event Transporter curtails some, but not all, Firm Service Gas on a particular Day, Transporter shall allocate the capacity of the Transportation System at the affected point(s) on a pro rata basis based upon Customer’s last confirmed nomination of Firm Service Gas hereunder and the last confirmed nominations of Firm Service Gas from all other shippers on the Transportation System prior to the event causing the curtailment.

Transporter shall provide Customer notice of any interruption or curtailment of the receipt of Customer Gas into the Transportation System as is reasonable under the circumstances.

Article VI. Measurement & Testing

The construction, ownership, installation, operation and maintenance of each Measurement Facility that is owned by a Person other than Transporter shall be governed by an interconnect agreement between Transporter and such Person. Each other Measurement Facility shall be constructed, installed, owned, operated and maintained by Transporter.

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Article VII. Gas Quality

Notwithstanding anything to the contrary in this Agreement, Customer Gas received at a Point of Receipt from one of the Plants shall be deemed to be in compliance with the applicable Gas quality specifications of the Transportation System.

Article VIII. Fees, Billing & Payment

Fees.

(a) Transportation Fee. For all Customer Gas received by Transporter at a Point of Receipt and delivered to any Point of Delivery, Customer shall pay Transporter a transportation fee of $0.04 per MMBtu.

(b) Other Services Fees. If Transporter provides any compression Services with respect to Customer Gas delivered hereunder, the fees applicable to such Services shall be as mutually agreed between the Parties. The Parties agree to supplement this Agreement with an addendum or other mutually agreeable modification to memorialize the terms applicable to the provision of any such additional Services.

Invoices and Statements. On or before the fifteenth (15th) calendar Day of each Month, Transporter shall provide to Customer an invoice and statement for the previous Month setting forth the calculation of the net amount due hereunder to Transporter for the Services provided hereunder during such previous Month.

Payment of Statements. Within fifteen (15) calendar Days following receipt of each of Transporter’s invoices and statements, Customer shall make payment to Transporter of all undisputed amounts by wire transfer, in accordance with the account information provided to Customer, unless another form of payment is agreed to in writing by the Parties. Should Customer fail to make payment in full of all undisputed amounts within such time period, interest shall accrue on the unpaid balance at the Default Interest Rate or the maximum legal rate, whichever is the lesser, from the date such payment is due until the same is paid. If Customer fails to pay Transporter undisputed amounts due hereunder and such failure is not cured within ten (10) calendar Days’ of written notice from Transporter to Customer, Transporter may suspend receipt and delivery of Customer Gas without prejudice to any other available remedies at law or in equity.

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Billing Disputes. If a good faith dispute arises as to any amount payable hereunder, payment shall nevertheless be made when due of the amount not in dispute. Such payment shall not be deemed to be a waiver of the right to recoup any overpayment. If Customer withholds payment of any disputed amount, Customer shall, within seven (7) calendar Days after receipt of the statement for the month to which the disputed amount pertains, submit to Transporter a written explanation of the dispute and any available supporting documentation. The Parties shall then cooperate in good faith to resolve such dispute as expeditiously as possible.

Audit Rights. Each Party or its designated representatives shall, upon reasonable notice to the other Party, have the right, no more frequently than two (2) times per twelve (12) consecutive calendar Months, at its own expense, at reasonable times and during normal business hours, to examine the books and records of such other Party to the extent necessary to verify the accuracy of any statement, charge, computation, or demand made under or pursuant to this Agreement. Each Party agrees to keep its records and books in accordance with generally accepted accounting practices in the oil and gas industry. Each invoice and statement shall be final as to both Parties unless questioned in writing within twenty four (24) Months following the date of such invoice or statement.

Article IX. Notices

Any notice, statement, claim or other communication required or permitted hereunder shall be in writing and shall be sent by: (i) hand delivery; (ii) United States mail with all postage fully prepaid; or (iii) courier with charges paid in accordance with the customary arrangements established by such courier, in each of the foregoing cases addressed to the Party at the following addresses, and shall be deemed given when received by the Party to whom it is addressed. The Parties opt out of electronic delivery of notices and amendments under this Agreement, except as to nominations, scheduling and imbalances, and except that this executed Agreement and executed amendments hereto may be delivered by scanning and emailing.

Transporter:

Notices and Correspondence:

PennTex North Louisiana, LLC

c/o PennTex North Louisiana Operating, LLC

11931 Wickchester Lane, Suite 300

Houston, Texas 77043

Attn: Steve Moore

E-mail: smoore@penntex.com

Customer:

Notices and Correspondence:

MRD Operating LLC

c/o Memorial Resource Development Corp.

500 Dallas Street, Suite 1800

Houston, TX 77002

Attn: General Counsel

E-mail: kroane@memorialrd.com

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with a copy to:

Attn: Jeremy Bolander

E-mail: Jeremy.bolander@memorialrd.com

Notices of change of address of either of the Parties shall be given in writing to the other Party in the manner aforesaid and shall be observed in the giving of all future notices, statements, payments, claims or other communications required or permitted to be given hereunder.

Article X. Force Majeure

The term “Force Majeure” as used herein shall mean acts of God; strikes, lockouts, or other industrial disturbances; conditions arising from a change in governmental laws, orders, rules, or regulations; acts of public enemy; wars; blockades; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; storms; floods; washouts; arrests and restraints of governments and people; civil disturbances; explosions; breakage or accident to machinery or lines of pipe; the necessity for making repairs, tests, alterations, or performing maintenance to machinery or lines of pipe; scheduled maintenance; freezing of wells or lines of pipe; partial or entire failure of wells, processing, or gasification and gas manufacturing facilities; orders or directives of, or proceedings initiated by, any Governmental Authority; and any other causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming relief hereunder, and which by the exercise of due diligence, such Party is unable to prevent or overcome. Such term shall likewise include those instances (a) where either Transporter or Customer is required to obtain servitudes, rights-of-way, grants, permits or licenses to enable such Party to fulfill its obligations under this Agreement and is unable to acquire or experiences delays in acquiring such servitudes, rights-of-way, grants, permits or licenses, at reasonable costs, and after the exercise of reasonable diligence, and (b) the partial or entire failure or refusal of Third Party Operators to receive or deliver Gas, or increases in pressure of upstream or downstream pipelines. Force Majeure shall not include failure of Gas supply due to pricing considerations.

In the event Transporter or Customer is rendered unable, wholly or in part, by reason of force majeure to carry out its obligations under this Agreement (other than the obligation to make payment of amounts due hereunder, including without limitation, payment of fees due hereunder), it is agreed that such Party shall give notice and reasonably full particulars of such force majeure, in writing, or other electronic means to the other Party within a reasonable time after the occurrence of the cause relied on, and the obligations of the Party giving such notice, so far as they are 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.

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 any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty.

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Article XI. Warranties

Customer warrants to Transporter that at the time Customer Gas is delivered to a Point of Receipt hereunder, Customer will have good title or the right to deliver such Customer Gas, and that such Customer Gas shall be free and clear of all liens and adverse claims, other than statutory liens and liens, encumbrances or claims under credit facilities or other credit arrangements in respect of borrowed money. Customer agrees, with respect to the Customer Gas delivered to Transporter hereunder, to indemnify Transporter against all suits, actions, debts, accounts, damages, costs (including attorney’s fees), losses and expenses arising from or out of any adverse claims of any and all persons to or against said Customer Gas other than any lien, claim or encumbrance alleged to have arisen by, through or under Transporter or its Affiliate.

Article XII. Taxes and Surcharges

Customer shall pay, or cause to be paid, all production, severance, gross receipts, ad valorem, and similar Taxes, and all surcharges, levied or imposed on it by any Governmental Authority with respect to Customer Gas. In the event Transporter is required to pay or remit any such Tax or surcharge owed by Customer as a result of Customer Gas being transported on the Transportation System, Customer shall reimburse Transporter for such Tax or surcharge pursuant to Transporter’s invoice for the same. Customer hereby agrees to indemnify, defend and hold harmless Transporter from and against any and all claims and losses arising out of or related to such Taxes or surcharges. This indemnity and defense obligation shall survive the expiration or termination of this Agreement. Transporter shall be responsible for all Taxes or surcharges levied or imposed on it by any Governmental Authority with respect to the Transportation System and Transporter’s other facilities, including without limitation, Transporter’s Gas gathering system, processing plants and Gas liquids pipeline system.

Article XIII. Limitation of Liability & Indemnifications

CUSTOMER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS TRANSPORTER AND TRANSPORTER’S MEMBERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, INTEREST, COURT COSTS, REASONABLE ATTORNEYS’ FEES AND EXPENSES, AND OTHER COSTS OF DEFENSE) (COLLECTIVELY, “CLAIMS”) RELATING TO, CAUSED BY OR ARISING OUT OF CUSTOMER’S BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY CUSTOMER HEREUNDER, BUT NOT TO THE PROPORTIONATE EXTENT THAT SUCH CLAIM IS CAUSED BY OR RESULTS FROM OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRANSPORTER.

TRANSPORTER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CUSTOMER AND CUSTOMER’S MEMBERS, DIRECTORS, OFFICERS, AGENTS

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AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS RELATING TO, CAUSED BY OR ARISING OUT OF (I) TRANSPORTER’S BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT MADE BY TRANSPORTER HEREUNDER, BUT NOT TO THE PROPORTIONATE EXTENT THAT SUCH CLAIM IS CAUSED BY OR RESULTS FROM OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CUSTOMER, AND (II) OPERATIONS CONDUCTED HEREUNDER OR IN CONNECTION HEREWITH BY TRANSPORTER TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRANSPORTER.

NO PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, OR OTHERWISE; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT LIMIT A PARTY’S RIGHT TO RECOVERY HEREUNDER FOR ANY SUCH DAMAGES TO THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER. THE LIMITATIONS IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES SHALL BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.

Article XIV. Creditworthiness

If Customer has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Customer, Transporter shall have the right to request and receive from Customer adequate assurance of performance (“Performance Assurance”) which shall mean credit support in a form reasonably acceptable to Transporter and in an amount and for the term reasonably acceptable to Transporter. Any of the following shall be an acceptable form of credit support:

(a) An irrevocable standby letter of credit from a bank satisfactory to Transporter;

(b) Provide a prepayment or a deposit in advance of the Month in which Services hereunder are to be provided; or

(c) A performance bond issued by a Person satisfactory to Transporter.

If the credit of Customer’s guarantor is satisfactory in Transporter’s opinion, a demand for Performance Assurance can be satisfied with a guarantee issued on behalf of Customer in a form acceptable to Transporter, but only for as long as the credit of Customer’s guarantor continues to be acceptable to Transporter. Transporter acknowledges and agrees that Memorial Resource Development Corp. is a satisfactory guarantor.

Should Customer or its guarantor fail to provide Performance Assurance within ten (10) Business Days after receipt of written demand for such assurance, then Transporter shall have the right to suspend performance under this Agreement until such time as Customer furnishes Performance Assurance. For the avoidance of doubt, such suspension of performance by Transporter shall not relieve Customer of its obligation to make payments of amounts due hereunder, including, without limitation, payment of fees due hereunder.

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If during the Term, if Transporter has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Transporter, Customer shall have the right to request and receive from Transporter adequate Performance Assurance under similar terms and conditions as described above, including the right to suspend performance under this Agreement until such time as Transporter furnishes Performance Assurance.

Article XV. Miscellaneous

Entire Agreement. This Agreement, including any exhibits and attachments, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect thereto, and may not be amended or modified except by a written instrument signed by both Parties expressly identifying it as an amendment or modification hereof.

Waiver. Any failure by either Party to comply with any of its obligations, agreements or conditions herein contained may only be waived in writing in an instrument specifically identified as a waiver and signed by the Party to whom such compliance is owed. No waiver of, or consent to a change in, any provision of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, any other provisions hereof, nor shall such waiver constitute a continuing waiver unless expressly provided in the waiver.

No Third Party Beneficiaries. Except for Persons indemnified hereunder, this Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto other than Persons which become successors or assigns pursuant the provisions hereof.

No Partnership. It is not the intention of the Parties to create, nor is there created hereby, a partnership, trust, joint venture or association. The status of each Party hereunder is solely that of an independent contractor.

Published Indices. Unless expressly provided otherwise herein, if any published price index referred to in this Agreement ceases to be published, the Parties shall mutually agree to an alternative published price index representative of the published price index referred to in this Agreement.

Headings. 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 provisions hereof.

Governing Law. This Agreement is entered into in the State of Texas and shall be governed, interpreted and construed in accordance with the laws of the State of Texas without regard to the conflicts of laws provisions thereof. Exclusive venue for any suit, action or proceeding brought by either Party in connection with this Agreement or arising out of the terms or conditions hereof shall be in the state or federal courts situated in Harris County, Texas.

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Agreement Subject to Laws. This Agreement is subject to all applicable state and federal laws and to all applicable orders, rules, and regulations of any Governmental Authority having jurisdiction. If either Party is ordered or required to do any act inconsistent with the provisions of this Agreement, then this Agreement shall continue nevertheless and shall be deemed modified to conform to the requirements of such law or regulation.

Restrictions on Assignment. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.

Permitted Assignments. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such Party or its Affiliates without the consent of the other Party, (iii) Transporter may assign this Agreement without Customer’s consent in connection with the sale or transfer of the Transportation System, and (iv) Customer may assign or partially assign this Agreement without Transporter’s consent in connection with the sale or transfer of all or part of Customer’s ownership interests in the wells (or in the lands upon which such wells are located) producing Customer Gas delivered hereunder, provided that such assignee has a credit rating reasonably acceptable to Transporter at the time of such sale or transfer. In the case of transfers under clause (iv) above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of the obligations assumed by the transferee, provided that Customer’s and such transferee’s combined obligations to Transporter shall be no greater than Customer’s obligations to Transporter prior to such transfer.

Reports to Governmental Authorities. Neither Party represents or warrants that any information it may furnish to the other Party under the provisions of this Agreement will satisfy any of the requirements that may be imposed by any applicable state or federal laws and by any applicable orders, rules, and regulations of any Governmental Authorities having jurisdiction. Further, neither Party assumes the responsibility for the making of any reports to any Governmental Authorities that are required to be made by or on behalf of the other Party.

Severability. The invalidity of any one or more provisions of this Agreement will not affect the validity of this Agreement as a whole, and in case of any such invalidity, this Agreement will be construed as if the invalid provision had not been included herein so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that one or more provisions of this Agreement are invalid, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Expenses. Each Party shall pay its own legal fees and other costs and expenses incurred by it in connection with the execution and delivery of this Agreement.

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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.

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. Any signature delivered by a Party electronically shall be deemed an original signature.

Term and Termination. This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days’ prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the “Term”).

Survival. The respective indemnification obligations of the Parties set forth in this Agreement shall survive the expiration of the Term and any termination of this Agreement.

[Signature Page Follows]

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This Agreement is executed by the authorized representatives of the Parties set forth below, to be effective as of the Effective Date.

CUSTOMER:
MRD OPERATING LLC
By:	MEMORIAL RESOURCE DEVELOPMENT CORP.,
	its sole member
By:	/s/ Kyle Roane
Name:	Kyle N. Roane
Title:	Senior Vice President
TRANSPORTER:
PENNTEX NORTH LOUISIANA OPERATING, LLC
By:	/s/ Robert O. Bond
Name:	Robert O. Bond
Title:	Chief Operating Officer

Signature Page to Gas Transportation Agreement

Exhibit A

Commencement Date Facilities

Pipeline Facilities

• 0.9 miles of 24” pipeline between the Lincoln Parish Plant and the Points of Delivery below

• 12 miles of 24” pipeline between the Mount Olive Plant and the Points of Delivery below (such facilities will be placed in service after the Commencement Date in conjunction with the Mount Olive Plant)

Points of Delivery

• RIGS

• Cardinal Arcadia Storage (owned by Transporter or its Affiliate)

Points of Receipt

• Lincoln Parish Plant (owned by Transporter or its Affiliate)

• Mount Olive Plant (owned by Transporter or its Affiliate)

Miscellaneous Appurtenant Facilities (launchers/receivers, etc.)

Exhibit A

Exhibit B

I. Points of Delivery

Receipt Point Name	Transporter’s Meter #	Parish/State	Maximum Volume* (in Mcf/d)
RIGS Bratton Camp	10012	Lincoln Parish, LA	up to 400,000
Cardinal Arcadia Storage Bratton Camp	10011	Lincoln Parish, LA	up to 200,000

II. Points of Receipt

Delivery Point Name	Transporter’s Meter #	Parish/State	Maximum Volume* (in Mcf/d)
PennTex Lincoln Parish Plant	10010	Lincoln Parish, LA	up to 200,000
PennTex Mount Olive Plant	TBD	Lincoln Parish, LA	up to 200,000

* Subject to increased Maximum Volume capacity in accordance with any future expansion of an applicable Measurement Facility.

Exhibit B

EX-10.5

Exhibit 10.5

Execution Version

TRANSPORTATION SERVICES AGREEMENT

This Transportation Services Agreement (this “Agreement”) is made and entered into this 14^th day of April, 2015 (the “Effective Date”), by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (“Carrier”), and MRD Operating LLC, a Delaware limited liability company (“Shipper”). Shipper and Carrier may be referred to individually as a “Party,” or collectively as the “Parties.”

WITNESSETH:

WHEREAS, Shipper has title to or the right to transport and/or sell Shipper Product (as defined below); and

WHEREAS, Shipper desires for Carrier to (i) design, engineer and construct the System (as defined below) to enable Carrier to be able to provide transportation and related services for Shipper Product and (ii) transport Shipper Product on the System; and

WHEREAS, Carrier desires to (i) design, engineer and construct the System and (ii) transport Shipper Product on the System.

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, the Parties hereby covenant and agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Unless otherwise required by the content, the terms defined in this ARTICLE I shall have, for all purposes of this Agreement, the respective meanings set forth in this ARTICLE I:

“Affiliate” shall mean, when used with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For this purpose, “control” of any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, by ownership of voting interest, by contract or otherwise. For the purposes of this Agreement, (i) with respect to PennTex Midstream Partners, LLC and its subsidiaries, the term “Affiliate” shall exclude Memorial Resource Development Corp. and each of its subsidiaries and (ii) with respect to Memorial Resource Development Corp. and its subsidiaries, the term “Affiliate” shall exclude PennTex Midstream Partners, LLC and each of its subsidiaries.

“AMI/MEA Agreement” shall mean that certain Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement dated April 14, 2015 among PennTex North Louisiana, LLC, Shipper, PennTex NLA Holdings, LLC and MRD WHR LA Midstream LLC, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Agreement” shall have the meaning given to such term in the preamble of this Agreement.

“Applicable Law” shall mean all applicable laws, statutes, directives, codes, ordinances, rules, regulations, municipal by-laws, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, ruling or award, consent orders, consent decrees and policies of any Governmental Authority.

“Business Day” shall have the meaning given to such term in the Tariff.

“Carrier” shall have the meaning given to such term in the preamble of this Agreement.

“Carrier Default” shall have the meaning given to such term in Section 8.3 of this Agreement.

“Carrier Default Notice” shall have the meaning given to such term in Section 8.4 of this Agreement.

“Carrier Force Majeure” shall mean an event of Force Majeure that prevents Carrier from providing all or part of the Services and shall not include a Force Majeure that prevents Shipper from delivering Shipper Product hereunder.

“Central Clock Time” shall mean Central Standard Time, as adjusted for Central Daylight Time.

“Claims” shall mean any and all claims, demands and causes of action of any kind and all losses, damages, liabilities, costs and expenses of whatever nature (including court costs and reasonable attorneys’ fees).

“Commencement Date” shall have the meaning given to such term in Section 2.2 of this Agreement.

“Commencement Date Facilities” shall have the meaning given to such term in Section 7.2 of this Agreement.

“Contract Year” shall mean a period commencing at 9:00 a.m., Central Clock Time, on the Commencement Date and ending at 9:00 a.m., Central Clock Time on the same day and calendar month of the following calendar year and thereafter for succeeding periods of twelve (12) consecutive Months each.

“Day” or “Daily” shall mean a period of hours commencing at 9:00 a.m., Central Clock Time, on a calendar day and ending at 9:00 a.m., Central Clock Time, on the next succeeding calendar day.

“Dedicated Rates” shall have the meaning given to such term in the Tariff.

“Dedication” shall have the meaning given to such term in Section 7.1 of this Agreement

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“Delivery Point” shall mean the delivery point at the interconnection of the System with DCP’s 6” Black Lake natural gas liquids pipeline and other mutually agreeable delivery points near Ada, Bienville Parish, Louisiana as provided in the Tariff.

“Dispute” shall mean any controversy or claim, whether based on contract, tort, statute or other legal or equitable theory (including, but not limited to, any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement including this clause) arising out of or related to this Agreement (including any amendments or extension), or breach or termination thereof.

“Dispute Notice” shall have the meaning given to such term in Section 12.2 of this Agreement.

“Effective Date” shall have the meaning given to such term in the preamble to this Agreement.

“FERC” shall mean the United States Federal Energy Regulatory Commission and any lawful successor agency thereto.

“Financial Assurance” shall mean any Guarantee, letter of credit, amendment or supplement thereto or other credit enhancement provided for in ARTICLE XIII of this Agreement.

“Force Majeure” shall have the meaning given to such term in Section 11.2 of this Agreement.

“Gallon” means one (1) U.S. gallon.

“Gas” shall mean any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons and inert and noncombustible gases that are extracted from the subsurface of the earth.

“Governmental Authority” shall mean (i) the United States of America, (ii) any state, county, parish, municipality or other governmental subdivision within the United States of America, and (iii) any court or any governmental department, commission, board, bureau, agency or other instrumentality of the United States of America or of any state, county, municipality or other governmental subdivision within the United States of America.

“Guarantee” shall have the meaning given to such term in Section 13.1 of this Agreement.

“Interest” shall mean any right, title, or interest in lands, wells, or leases and the right to produce oil and/or natural gas therefrom whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, farm-out or arising from any pooling, unitization or communitization of any of the foregoing rights.

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“Lincoln Parish Plant” shall mean that certain natural gas processing plant to be constructed by Carrier or one of its Affiliates and located in Arcadia, Lincoln Parish, Louisiana.

“Losses” shall mean any actual loss, cost, expense, liability, damage, demand, suit, sanction, claim, judgment, lien, fine or penalty, including attorneys’ fees, asserted by a third party not Affiliated with the Party incurring such, and which are incurred by the applicable indemnified Persons on account of 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 indemnified the applicable indemnified Persons.

“Month” shall mean a period of time beginning at 9:00 a.m., Central Clock Time on the first day of a calendar month and ending at 9:00 a.m., Central Clock Time on the first day of the next succeeding calendar month.

“Mount Olive Plant” shall mean that certain natural gas processing plant to be constructed by Carrier or one of its Affiliates and located in Ruston, Lincoln Parish, Louisiana.

“New Facility” shall have the meaning given to such term in Section 7.3 of this Agreement.

“Nomination” (including “Nominates” and the syntactical variants thereof) shall have the meaning given to such term in the Tariff.

“Parties” shall have the meaning given to such term in the preamble of this Agreement.

“Party” shall have the meaning given to such term in the preamble of this Agreement.

“Person” shall mean any individual, firm, corporation, trust, partnership, limited liability company, association, joint venture, other business enterprise or Governmental Authority.

“Plants” shall mean (i) the Lincoln Parish Plant, (ii) the Mount Olive Plant and (iii) any other gas processing plant owned by Carrier or its Affiliate that is capable of extracting Shipper Product and transporting such Shipper Product from the tailgate of such plant to the System. “Plant” shall mean any of such Plants.

“Product” shall mean a demethanized mixture of natural gas liquids comprised primarily of ethane, propane, iso-butane, normal butane, iso-pentane, normal pentane, hexanes and heavier hydrocarbons, incidental volumes of methane, as well as other non-hydrocarbon compounds.

“Receipt Points” shall mean the receipt points provided for in the Tariff at the tailgate of the Plants where Carrier accepts Product for transport on the System.

“Services” shall mean receipt and transportation on the System of Product for Shipper’s account from the Receipt Points and delivery to the Destination Point specified in Shipper’s Nomination.

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“Shipper” shall have the meaning given to such term in the preamble of this Agreement.

“Shipper Default” shall have the meaning given to such term in Section 8.1 of this Agreement.

“Shipper Default Notice” shall have the meaning given to such term in Section 8.2(a) of this Agreement.

“Shipper Product” shall mean Product that is attributable to Gas that is delivered by Customer or its designee to, and processed at, a Plant.

“Shipper’s Dedicated Rates” shall have the meaning given to such term in Section 6.1 of this Agreement.

“System” shall have the meaning given to such term in the Tariff.

“Tariff” shall mean Carrier’s rate, rules and regulations tariff for the System on file and in effect with the FERC or other Governmental Authority, as such tariff may be amended or supplemented by Carrier from time to time in accordance with this Agreement, a pro forma copy of which, materially in the form expected to be filed by Carrier with the FERC, is attached hereto as Exhibit A.

“Tariff Rate Revision Proceeding” shall have the meaning given to such term in Section 14.3.

“Taxes” shall mean any or all current or future taxes, fees, levies, charges, assessments and/or other impositions levied, charged, imposed, assessed or collected by any Governmental Authority having jurisdiction.

“Term” shall have the meaning given to such term in Section 2.1 of this Agreement.

“Third Party Operator” means an operator of a pipeline or other facility upstream or downstream of the System, other than Carrier or its Affiliates.

ARTICLE II

TERM

2.1 Term. This Agreement shall commence on the Effective Date and continue in full force and effect until the end of the fifteenth (15th) Contract Year, and shall continue in full force and effect thereafter until terminated by either Party by providing thirty (30) calendar days’ prior written notice of termination to the other Party (such fifteen (15) Contract Year period, as may be further extended as provided herein is referred to as the “Term”).

2.2 Commencement Date. The “Commencement Date” under this Agreement shall be the first day of the Month following the date Carrier notifies Shipper that (i) Carrier has obtained all required operating permits and/or approvals of regulatory authorities necessary to operate the System, (ii) the System is operational to the extent necessary to commence the

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Services hereunder, and (iii) the Delivery Point listed on Schedule A is operational and all necessary interconnect agreements with interconnecting pipelines necessary to deliver Shipper Product to such Delivery Point are in effect to the extent necessary to commence commercial service with respect to the delivery (but, for the avoidance of doubt, not the further downstream transportation) of Shipper Product. Carrier will not be responsible for delays to the Commencement Date due to the action or inaction of Shipper or Third Party Operators.

ARTICLE III

[RESERVED]

ARTICLE IV

CARRIER RIGHTS AND OBLIGATIONS

4.1 Provision of Services. Subject to the terms and conditions of this Agreement, Carrier shall, commencing on the Commencement Date and continuing through the remainder of the Term of this Agreement, provide Services for Shipper Product in accordance with, and subject to, this Agreement, including the Tariff, which is incorporated herein by reference and constitutes part of this Agreement, expressly including provisions in the Tariff relating to the charges and rules and regulations applicable to Shipper as a party to this Agreement. This Section 4.1 shall not apply to Carrier during any period when Shipper is in breach of its obligations to Carrier under this Agreement or the Tariff. The Services do not include any terminaling, tankage or storage.

ARTICLE V

SHIPPER RIGHTS AND OBLIGATIONS

5.1 Tariff. Shipper’s nominations and tenders of Product for shipment, and Carrier’s scheduling, acceptance, transporting, measuring and delivering of Product, shall, at all times, be subject to, and implemented in accordance with the Tariff. Shipper shall comply with the Tariff at all times. The Tariff is subject to amendment by Carrier in accordance with Section 15.1.

5.2 Shipper Reliance on Carrier Performance. All Shipper Product received at the Receipt Points for Services hereunder is deemed to be in compliance with all Product specifications set forth in the Tariff or Carrier shall waive such specifications to accept Shipper Product and all Shipper Product delivered to the Delivery Point hereunder shall be in compliance with all Product specifications set forth in the Tariff.

ARTICLE VI

FEES

6.1 Transportation Rate. Shipper shall pay rates for Shipper Product transported on the System in accordance with the Tariff, which shall, to the extent permitted by Applicable Law, provide for the following:

(a) For all Shipper Product transported on the System and delivered to a Delivery Point each Month, Shipper shall pay Carrier a transportation fee for such Month

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equal to the applicable Dedicated Rates, which shall initially be the rate(s) set forth in Schedule A attached hereto, and which shall be increased by Carrier annually, effective July 1 of each year following the Commencement Date, as provided in the Tariff (“Shipper’s Dedicated Rates”).

6.2 Regulation Changes. Notwithstanding anything herein to the contrary, in the event that, after the Effective Date, any Governmental Authority promulgates, issues or changes any rules, regulations or other mandates that impose any material fee, charge or cost upon Carrier in connection with the performance of the Services performed hereunder, excluding normal fees, charges or costs that are incurred by Carrier irrespective of whether Carrier provides the Services on behalf of Shipper and excluding Taxes addressed in Article XVII, then Carrier may increase the then-effective Shipper’s Dedicated Rates by up to ten percent (10%) to account for such fees, charges or costs (to the extent such fees, charges or costs are attributable to Shipper Product); provided, however, the cumulative effect of all such increases pursuant to this Section 6.2 may not exceed thirty percent (30%) of the initial Shipper’s Dedicated Rates (as the same may be adjusted pursuant to the Tariff from time to time). If, in Carrier’s reasonable judgment, an increase in Shipper’s Dedicated Rates of more than ten percent (10%) would be required to place Carrier in substantially the same economic position as it was in prior to the imposition or assessment of such fees, charges or costs, Carrier may call for a meeting among the Parties’ senior management to take place within thirty (30) Days of written notice to Shipper, and the Parties shall negotiate in good faith to amend the provisions of this Agreement such that the Parties are in substantially the same relative economic position as they were in prior to the imposition or assessment of such fees, charges or costs. If the Parties are unable to agree on an economic adjustment within sixty (60) Days of the senior management meeting, then Carrier may, in its sole discretion, terminate this Agreement without penalty by delivering Shipper written notice of Carrier’s intent to terminate. Such termination shall be effective, at the option of Shipper, (i) as of 9:00 a.m. on the first Day of the Month which follows the Month that Carrier delivered its notice of intent to terminate, or (ii) as of 9:00 a.m. on the first Day of the Month which is twelve (12) Months after such date, provided that Shipper’s Dedicated Rates for such twelve (12) Month period before such termination shall be increased to place Carrier in substantially the same economic position as it was in prior to the imposition or assessment of such fees, charges, or costs. Shipper shall exercise such option by delivery of written notice to Carrier of Shipper’s election within ten (10) Business Days of receipt of Carrier’s notice to terminate, provided that if Shipper has not responded to Carrier by the time described in clause (i) above, the Agreement shall continue pursuant to clause (ii) above.

Shipper shall be entitled to audit Carrier’s applicable books and records for the limited purpose of determining if the amount of any increase pursuant to this Section 6.2 is justified by the actually-incurred and reasonable amount of the aggregate costs and/or expenses relating to the System; provided, however, such audit shall not require Carrier to disclose confidential information of any Person other than Shipper who is a shipper on the System. If such audit shall reflect that such increase was not justifiable in accordance with the foregoing, Carrier shall promptly credit the amount of such discrepancy to Shipper, unless Carrier disagrees with the results of such audit, in which case the matter shall be resolved pursuant to the dispute resolution provisions set forth in Article XII hereof.

6.3 Governmental Modifications. Notwithstanding anything herein to the contrary, the Parties acknowledge that the Tariff rates payable for all Services are subject to the approval of and modification by the FERC or any other Governmental Authority having jurisdiction.

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ARTICLE VII

DEDICATION & FACILITIES

7.1 Dedication. During the Term, subject to the terms of the AMI/MEA Agreement, Shipper dedicates and commits to this Agreement, and shall deliver or cause to be delivered to the System for transportation hereunder, all Shipper Product (the “Dedication”); provided, however, if Carrier is unable to provide Services with respect to all or any volume of Shipper Product, then such volume will be temporarily released from the Dedication until Carrier provides Shipper written notice that Carrier will be able to resume receiving such volume hereunder. Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that there is no minimum amount of Shipper’s Product that must be delivered to the System hereunder; accordingly, Shipper shall not have any liability (financial or otherwise) for failure to deliver any particular quantity of Product to Carrier; provided, however, the foregoing sentence shall not reduce or eliminate Shipper’s obligation to pay the fees provided herein to the extent Services are provided hereunder.

7.2 Commencement Date Facilities. Carrier shall design, engineer, modify, construct and equip, or caused to be designed, engineered, modified, constructed and equipped, Carrier’s System, including, without limitation, the facilities and equipment described on Exhibit B attached hereto (the facilities and equipment described on Exhibit B being collectively referred to as the “Commencement Date Facilities”).

7.3 Post-Commencement Date Facilities.

(a) After the Commencement Date, in connection with the construction of the Mount Olive Plant, Carrier will construct 13 miles of 8” pipeline between the Mount Olive Plant and the Lincoln Parish Plant, and a Receipt Point at the Mount Olive Plant.

(b) If after the Commencement Date, Shipper requires an addition, modification, alteration, replacement, or expansion of the System, other than as noted in Section 7.3(a) above (a “New Facility”), Shipper will provide Carrier a written notification of such requested New Facility containing sufficient information for Carrier to estimate the cost to provide such New Facility. Although Carrier shall have no obligation to provide a requested New Facility, Carrier may, in its sole discretion, agree to construct or acquire such New Facility. The commercial terms applicable the construction or acquisition of any New Facility will be determined in accordance with the AMI/MEA Agreement. The Parties agree to make any revisions to this Agreement (including the Exhibits hereto) that are necessary to reflect any New Facility.

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ARTICLE VIII

DEFAULTS AND REMEDIES

8.1 Shipper Defaults. Subject to Section 11.1 hereof, the following events shall be a “Shipper Default”:

(a) the occurrence and continuation of a material breach by Shipper of any of its obligations under this Agreement or the Tariff, unless such material breach occurs as a result of a breach or default by Carrier of its obligations under this Agreement or the Tariff; or

(b) the occurrence and continuation of a breach under ARTICLE XIII, Financial Assurances.

8.2 Remedies on Shipper Default.

(a) Upon becoming aware of the occurrence of a Shipper Default with respect to Shipper’s obligations under this Agreement or the Tariff, Carrier may provide written notice to Shipper describing the Shipper Default in reasonable detail and requiring Shipper to cure the Shipper Default (the “Shipper Default Notice”). If (i) a Shipper Default as described in Section 8.1(a) has not been cured within ten (10) Business Days following receipt by Shipper of a Shipper Default Notice, or (ii) the Shipper Default comprises a default described in Section 8.1(b), then, in any such case, and in addition to Carrier’s right to enforce the Financial Assurances and Carrier’s other rights and remedies provided for in this Agreement, in the Tariff or under Applicable Law, Carrier shall not be obligated to transport Shipper Product and may suspend the provision of other Services to Shipper.

(b) If the Shipper Default continues for a period of ninety (90) or more Days, or, if such failure is not reasonably capable of being cured within a ninety (90) Day period, but Shipper expeditiously commences to cure the same following its receipt of a Shipper Default Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, Carrier shall be entitled, by notice in writing to Shipper, to:

(1) terminate this Agreement, any such termination to be effective upon receipt of the applicable notice by Shipper, in which event Shipper shall be liable to Carrier for (i) all of its accrued obligations up to and including the effective date of termination, and (ii) any and all other losses and damages sustained by Carrier as a result of or arising out of such termination; and/or

(2) draw on any guaranty, letter of credit or other financial assurance provided by Shipper pursuant to ARTICLE XIII, Financial Assurances. If Carrier terminates this Agreement pursuant to Section 8.2(b) hereof, Carrier shall be entitled to apply the proceeds of such financial assurance to Shipper’s obligations and Carrier’s losses and damages referenced in this Section 8.2(b). In all other circumstances in which Carrier calls on any financial assurance provided by Shipper pursuant to

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ARTICLE XIII, Financial Assurances, following a Shipper Default, Carrier shall be entitled to apply the proceeds to cure such Shipper Default, and to hold the remaining proceeds as additional security for the payment and performance of Shipper’s obligations under this Agreement and the Tariff.

The rights and remedies under this Section 8.2(b) shall be in addition to all of Carrier’s other rights and remedies under this Agreement or the Tariff or which Carrier may otherwise have at law, in equity or by statute or regulation, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise by Carrier of other rights or remedies.

8.3 Carrier Default. Subject to Section 11.1 hereof, the following event shall be a “Carrier Default”: the occurrence and continuation of a material breach or default by Carrier of any of its obligations under this Agreement or the Tariff, unless such material breach or default occurs as a result of a breach or default by Shipper of its obligations under this Agreement or the Tariff.

8.4 Remedies on Carrier Default. Upon becoming aware of the occurrence of a Carrier Default, Shipper may provide written notice to Carrier, describing the Carrier Default in reasonable detail and requiring Carrier to cure the Carrier Default (the “Carrier Default Notice”). If (a) a Carrier Default comprising Carrier’s failure to make any payment due hereunder has not been cured within ten (10) Business Days following receipt by Carrier of a Carrier Default Notice, or (b) a Carrier Default comprising Carrier’s failure to comply with any obligation under this Agreement or the Tariff, other than a payment obligation, has not been cured within ninety (90) Days after receipt by Carrier of a Carrier Default Notice, or, if such failure is not reasonably capable of being cured within a ninety (90) Day period, but Carrier expeditiously commences to cure the same following its receipt of a Carrier Default Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, then in any such case, Shipper may, by written notice to Carrier, inform Carrier of its intention to terminate this Agreement if such Carrier Default is not cured within a further ninety (90) Day period, and if any such Carrier Default has not been cured within such further period of ninety (90) Days, Shipper may, by written notice to Carrier, terminate this Agreement, any such termination to be effective upon receipt of such termination notice by Carrier.

The rights and remedies under this Section 8.4 shall be in addition to all of Shipper’s other rights and remedies under this Agreement or the Tariff or which Shipper may otherwise have at law, in equity or by statute or regulation, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise by Shipper of other rights or remedies.

ARTICLE IX

WARRANTY OF TITLE AND PRODUCT INTERESTS

9.1 Title Warranty. Shipper warrants to Carrier that at the time Shipper Product is delivered to a Receipt Point hereunder, Shipper will have good title or the right to deliver such Shipper Product, and that such Shipper Product shall be free and clear of all liens and adverse

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claims, other than statutory liens and liens, encumbrances or claims under credit facilities or other credit arrangements in respect of borrowed money. Shipper agrees, with respect to the Shipper Product delivered by to Carrier hereunder, to indemnify Carrier against all suits, actions, debts, accounts, damages, costs (including attorney’s fees), losses and expenses arising from or out of any adverse claims of any and all persons to or against said Shipper Product other than any lien, claim or encumbrance alleged to have arisen by, through or under Carrier or its Affiliate.

9.2 Proceeds of Production. Shipper agrees to make payment of all royalties, overriding royalties, production payments, and all other payments for interests attributable to Shipper Product delivered hereunder due to any Person under any leases or other documents in accordance with the terms thereof.

9.3 Indemnification. Shipper agrees to indemnify and hold Carrier harmless from any and all Claims and Losses incurred in connection with, or in any manner whatsoever relating to payment of Taxes, royalties, overriding royalties, production payments, and all other payments for interests attributable to Shipper Product transported hereunder.

ARTICLE X

WAIVER OF CERTAIN DAMAGES

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, ANY SUCCESSORS IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, MULTIPLE, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH HEREOF; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING AN OBLIGATION OF A PARTY HEREUNDER TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST CLAIMS ASSERTED BY UNAFFILIATED THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CLAIMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. THIS ARTICLE X SHALL APPLY NOTWITHSTANDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR RESPONSIBILITY OF THE PARTY WHOSE LIABILITY IS WAIVED BY THIS PROVISION, OR ANY OTHER EVENT OR CONDITION, WHETHER ANTICIPATED OR UNANTICIPATED, AND REGARDLESS OF WHETHER PRE-EXISTING PRIOR TO THE DATE OF THIS AGREEMENT.

ARTICLE XI

FORCE MAJEURE

11.1 Suspension of Obligations. In the event Carrier or Shipper is rendered unable, wholly or in part, by reason of Force Majeure to carry out its obligations under this Agreement (other than the obligation to make payment of amounts due hereunder, including without

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limitation, payment of fees due hereunder), it is agreed that such Party shall give notice and reasonably full particulars of such Force Majeure, in writing, or other electronic means to the other Party within a reasonable time after the occurrence of the cause relied on, and the obligations of the Party giving such notice, so far as they are 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. 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 any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the opposing party when such course is inadvisable in the discretion of the Party having the difficulty.

11.2 Definition of Force Majeure. The term “Force Majeure” as used herein shall mean acts of God; strikes, lockouts, or other industrial disturbances; conditions arising from a change in governmental laws, orders, rules, or regulations; acts of public enemy; wars; blockades; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; storms; floods; washouts; arrests and restraints of governments and people; civil disturbances; explosions; breakage or accident to machinery or lines of pipe; the necessity for making repairs, tests, alterations, or performing maintenance to machinery or lines of pipe; scheduled maintenance; freezing of wells or lines of pipe; partial or entire failure of wells, processing, or gasification and gas manufacturing facilities; orders or directives of, or proceedings initiated by, any Governmental Authority; and any other causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming relief hereunder, and which by the exercise of due diligence, such Party is unable to prevent or overcome. Such term shall likewise include those instances (a) where either Carrier or Shipper is required to obtain servitudes, rights-of-way, grants, permits or licenses to enable such Party to fulfill its obligations under this Agreement and is unable to acquire or experiences delays in acquiring such servitudes, rights-of-way, grants, permits or licenses, at reasonable costs, and after the exercise of reasonable diligence, and (b) the partial or entire failure or refusal of Third Party Operators to receive or deliver Gas, or increases in pressure of upstream or downstream pipelines. Force Majeure shall not include failure of Product supply due to pricing considerations.

11.3 Termination Based on Carrier Force Majeure. If as a result of an event of Carrier Force Majeure, Carrier provides no Services to Shipper for a period of at least twelve (12) consecutive Months, either Party shall be entitled to terminate this Agreement by written notice to the other Party given at any time after the expiration of such twelve (12) Month period, but prior to the cessation of the applicable event of Carrier Force Majeure. Shipper’s termination right under this Section 11.3 shall be subject to its compliance with Section 14.2 in connection with any certificates, approvals, authorizations and permits required by Carrier as a result of the event of Carrier Force Majeure.

ARTICLE XII

DISPUTE RESOLUTION

12.1 Resolution of Disputes. Any Dispute shall be resolved pursuant to the provisions of this ARTICLE XII, which shall be the sole and exclusive procedures for the resolution of any

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such Dispute. Any Party that fails to first attempt to resolve any Dispute using direct negotiations shall pay all legal and consulting fees and costs incurred by the other Party in any suit, action, or proceeding to enforce the terms of this ARTICLE XII. While the procedures in this ARTICLE XII are pending, each Party shall continue to perform its existing obligations under the Agreement to the extent those obligations are not the subject of the Dispute.

12.2 Dispute Notice. Prior to submitting any Dispute for resolution by a court, a Party shall provide written notice (a “Dispute Notice”) to the other of the occurrence of such dispute. The Dispute Notice shall contain (i) a concise statement describing the Dispute, including a description of its nature, circumstances and cause, (ii) an explanation of the basis and justification for the Dispute, including reference to any pertinent provision(s) of the Agreement, (iii) if applicable, the estimated dollar amount of the Dispute and how that estimate was determined, (iv) the claiming Party’s desired resolution, and (v) any other information the claiming Party deems relevant.

12.3 Direct Negotiation. Commencing within thirty (30) Days after the Dispute Notice is received and concluding fifteen (15) Business Days thereafter, the authorized representatives of the Parties with decision-making authority shall meet in person in Houston, Texas (or in a place mutually agreed upon by the Parties to the Dispute) and confer, in good faith, to seek to resolve the Dispute raised in the Dispute Notice. If the Parties are unable to resolve the Dispute for any reason within such fifteen (15) Business Day period, then either Party shall be entitled to pursue any remedies available at law or in equity; provided, however, this Section 12.3 shall not limit a Party’s right to initiate litigation prior to the expiration of the time periods set forth in this Section 12.3 if application of such limitations would prevent a Party from filing a lawsuit or claim within the applicable period for filing lawsuits (e.g. statutes of limitation, prescription, etc.).

12.4 Jurisdiction and Venue. The Parties hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts located in Harris County, Texas. The Parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection which they 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 federal or state court located in Harrison County, Texas.

12.5 Costs and Expenses. The prevailing Party in any litigation pertaining to any Dispute hereunder shall be entitled to recover its reasonable costs, expenses and attorney’s fees in connection with such litigation.

12.6 Waiver of Jury Trial. The Parties hereby waive all rights to a trial by jury for any and all Disputes.

12.7 Confidentiality of Dispute Resolution.

(a) The Parties agree that any Dispute and any negotiations among the Parties in relation to any Dispute shall be subject to the confidentiality provisions of this Agreement.

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(b) The Parties further agree that any information, documents or materials produced for the purposes of, or used in, negotiations of any Dispute shall be subject to the confidentiality provisions of this Section 12.7. The Parties further agree that upon the request of the providing Party, any information, documents or materials produced by such Party for the purpose of negotiations of any Dispute shall be destroyed or returned to the providing Party within thirty (30) Days of the resolution of such Dispute or the issuance of a final decision with respect to such Dispute; provided, however, any confidential information (i) found in drafts, notes, studies and other documents prepared by or for the receiving Party or its representatives, or (ii) found in electronic format as part of receiving Party’s off-site or on-site data storage/archival process system, will be held by the receiving Party or destroyed at the receiving Party’s option.

(c) Without limiting the foregoing, the Parties agree that disclosure of confidential information may be made to third parties:

(1) In order to enforce any of the provisions of this Agreement or the tariff, including without limitation, any court judgment.

(2) Who consist of a Party’s auditors, legal advisers, insurers or Affiliates.

(3) If the Party making such disclosure is under a legal or regulatory obligation to make such disclosure, but limited to the extent of such legal obligation.

(4) With the prior written consent of the other Party not making the disclosure.

(d) The Parties agree to submit to the jurisdiction of a court of competent jurisdiction located in Harris County, Texas for the purpose of any proceedings to enforce this Section 12.7 and, except as permitted under this Section 12.7(c), the receiving Party shall prevent any information, documents or materials belonging to a disclosing Party from being disclosed to third parties.

ARTICLE XIII

FINANCIAL ASSURANCES

13.1 Financial Assurances. If Shipper has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Shipper, Carrier shall have the right to request and receive from Shipper adequate assurance of performance (“Financial Assurance”) which shall mean credit support in a form reasonably acceptable to Carrier and in an amount and for the term reasonably acceptable to Carrier. Any of the following shall be an acceptable form of credit support:

(a) An irrevocable standby letter of credit from a bank satisfactory to Carrier;

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(b) Provide a prepayment or a deposit in advance of the Month in which Services hereunder are to be provided; or

(c) A performance bond issued by a Person satisfactory to Carrier.

If the credit of Shipper’s guarantor is satisfactory in Carrier’s opinion, a demand for Financial Assurance can be satisfied with a guarantee issued on behalf of Shipper in a form acceptable to Carrier, but only for as long as the credit of Shipper’s guarantor continues to be acceptable to Carrier. Carrier acknowledges and agrees that Memorial Resource Development Corp. is a satisfactory guarantor.

Should Shipper or its guarantor fail to provide Financial Assurance within ten (10) Business Days after receipt of written demand for such assurance, then Carrier shall have the right to suspend performance under this Agreement until such time as Shipper furnishes Financial Assurance. For the avoidance of doubt, such suspension of performance by Carrier shall not relieve Shipper of its obligation to make payments of amounts due hereunder, including, without limitation, payment of fees due hereunder.

If during the Term, Carrier has failed to pay any amount when due under this Agreement and if such non-payment is not being disputed in good faith by Carrier, Shipper shall have the right to request and receive from Carrier adequate Financial Assurance under similar terms and conditions as described above, including the right to suspend performance under this Agreement until such time as Carrier furnishes Financial Assurance.

ARTICLE XIV

DUTY TO SUPPORT

14.1 Arm’s Length Negotiations. Each of the Parties acknowledges and agrees that this Agreement is the result of good faith, arm’s length negotiations which have resulted in an agreement that is fair and equitable to Carrier and Shipper.

14.2 Shipper Support. Shipper hereby agrees, upon written request by Carrier provided at least ten (10) days prior to the deadline for such action: (a) to not object to Carrier’s applications for necessary certificates, approvals, authorizations and permits of the FERC and Louisiana regulating bodies, if any, in relation to the System; (b) to not object to the Tariff rates calculated in accordance with the terms of this Agreement, and not take any action directly or indirectly that could be interpreted as evidence of Shipper’s lack of support for such Tariff rates; and (c) to not object to the pro forma Tariff materially in the form attached as Exhibit A, in any and all regulatory proceedings relating thereto and not take any action or inaction that could be interpreted as evidence of Shipper’s lack of support therefor; provided that nothing in the foregoing shall obligate Shipper to support future changes to the Tariff rates that are inconsistent with this Agreement, or prevent Shipper from opposing any position taken by Carrier before FERC and/or Louisiana regulating bodies that is inconsistent with this Agreement.

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14.3 No Tariff Rate Revision Proceedings. Each of the Parties further acknowledges that the setting of Tariff rates for the System is subject to the approval of, and potential modification by, the FERC, from time to time, and each of the Parties hereby agrees not to, directly or indirectly, commence or support any application, motion or other proceeding (a “Tariff Rate Revision Proceeding”) before the FERC for the purpose of requesting the FERC to set tariff rates applicable to the System which are inconsistent with this Agreement.

14.4 Third Party Proceedings. In the event of any Tariff Rate Revision Proceeding being commenced by a third party or by the FERC itself, and in the event of any other proceedings pursuant to which the Tariff rates for the System may be reviewed by the FERC or other Governmental Authority having jurisdiction, Shipper agrees to not object to the setting of Tariff rates applicable to the System that are consistent with this Agreement. In the event of any other proceedings challenging any of the terms of this Agreement being commenced by a third party or by the FERC itself, Shipper agrees to provide all reasonable support and cooperation in defending such terms or otherwise resolving the complaint or other challenge as shall be reasonably requested by Carrier.

ARTICLE XV

COMMON CARRIER AND COMPLIANCE WITH APPLICABLE LAWS

15.1 Common Carrier Pipeline. The System will be operated as a common carrier pipeline, and Shipper’s rights hereunder shall be subject to all laws related to and governing the operation of common carrier pipelines, including, without limitation, laws and regulations that prevent discrimination in favor of any given shipper or the provision of service for consideration other than the rate set forth in a published tariff. The Tariff shall apply to the Services provided hereunder, and if there is a conflict between a provision of this Agreement and the Tariff, the Tariff shall apply. Carrier reserves the right to modify or amend the Tariff, in its sole discretion, as it deems necessary; provided, however, any such modification or amendment shall be consistent with this Agreement.

15.2 Compliance with Laws. Both Parties shall, in carrying out the terms and provisions of this Agreement, abide by all present and future laws of any Governmental Authorities.

ARTICLE XVI

ASSIGNMENT

16.1 Restrictions on Assignment. This Agreement may not be assigned, disposed of, alienated or otherwise transferred by either Party, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as provided below.

16.2 Permitted Assignments. Notwithstanding the foregoing, (i) either Party may assign this Agreement to an Affiliate of such Party without the consent of the other Party, (ii) either Party may pledge this Agreement to secure any credit facility or indebtedness of such

16

Party or its Affiliates without the consent of the other Party, (iii) Carrier may assign this Agreement without Shipper’s consent in connection with the sale or transfer of the System, and (iv) Shipper may assign or partially assign this Agreement without Carrier’s consent in connection with the sale or transfer of all or part of Shipper’s ownership interests in the wells (or in the lands upon which such wells are located) producing Gas from which the Product delivered hereunder is extracted, provided that such assignee has a credit rating reasonably acceptable to Carrier at the time of such sale or transfer. In the case of transfers under clause (iv) above, the transferor shall be released from its obligations and liabilities under this Agreement to the extent of the obligations assumed by the transferee, provided that Shipper’s and such transferee’s combined obligations to Carrier shall be no greater than Shipper’s obligations to Carrier prior to such transfer.

16.3 Collateral Assignments. Either Party may grant a lien or security interest in this Agreement to any Person as security in connection with arranging financing for such Party or any Affiliate of such Party (and each Party agrees to execute all consents, estoppels, waivers and other documents and instruments reasonable requested by any such Person).

ARTICLE XVII

TAXES

Shipper shall pay, or cause to be paid, all production, severance, gross receipts, ad valorem, and similar Taxes, and all surcharges, levied or imposed on it by any Governmental Authority with respect to Shipper Product. In the event Carrier is required to pay or remit any such Tax or surcharge owed by Shipper, Shipper shall reimburse Carrier for such Tax or surcharge pursuant to Carrier’s invoice for the same. Shipper hereby agrees to indemnify, defend and hold harmless Carrier from and against any and all claims and losses arising out of or related to such Taxes or surcharges. This indemnity and defense obligation shall survive the expiration or termination of this Agreement. Carrier shall be responsible for all Taxes or surcharges levied or imposed on it by any Governmental Authority with respect to the System and Carrier’s other facilities, including without limitation, Carrier’s gas processing plants.

ARTICLE XVIII

NOTICE AND STATEMENTS

18.1 Notice. Any notice, statement, payment, claim or other communication required or permitted hereunder shall be in writing and shall be sent by: (i) facsimile transmission; (ii) delivered by hand; (iii) sent by United States mail with all postage fully prepaid; or (iv) by courier with charges paid in accordance with the customary arrangements established by such courier, in each of the foregoing cases addressed to the Party at the following addresses:

Carrier	NOTICES AND CORRESPONDENCE:
	PennTex North Louisiana Operating, LLC
	Attn: General Counsel
	11931 Wickchester, Suite 300
	Houston, Texas 77043
	Fax: (832) 456-4050

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	ACCOUNTING MATTERS:
	PennTex North Louisiana Operating, LLC
	Attn: Vice President, Accounting
	11931 Wickchester, Suite 300
	Houston, Texas 77043
	Fax: (832) 456-4050
Shipper	NOTICES AND CORRESPONDENCE:
	MRD Operating LLC c/o Memorial Resource Development Corp. 500 Dallas Street, Suite 1800 Houston, TX 77002 Attn: General Counsel E-mail: kroane@memorialrd.com with a copy to: Attn: Director, Marketing & Midstream E-mail: Jeremy.bolander@memorialrd.com

Such notices, statements, payments, claims or other communications shall be deemed received as follows: (i) if delivered personally, upon delivery; (ii) if sent by United States mail, whether by express mail, registered mail, certified mail or regular mail, the day receipt is refused or is confirmed orally or in writing by the receiving Party; (iii) if sent by a courier service, upon delivery; or (iv) if sent by facsimile, upon completion of the transmission thereof, except that if such transmission is on any Day other than a Business Day, or on or after 4:00 p.m., Central Clock Time, such notice shall be deemed to be received on the next Business Day.

18.2 Change of Address. Notices of change of address of either of the Parties shall be given in writing to the other Party in the manner aforesaid and shall be observed in the giving of all future notices, statements, payments, claims or other communications required or permitted to be given hereunder.

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ARTICLE XIX

MISCELLANEOUS

19.1 Entire Agreement; Amendments. This Agreement and the Exhibits and Schedules hereto constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and thereof, supersede all prior agreements and understandings with respect thereto, and may be amended, restated or supplemented only by written agreement of the Parties. Notwithstanding the foregoing, the Tariff is subject to amendment by Carrier from time to time subject to Applicable Law and Section 15.1 hereof.

19.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the state of Texas without giving effect to the conflict of law rules thereof.

19.3 No Drafting Presumption. No presumption will operate in favor of or against any Party as a result of any responsibility that any Party may have had for drafting this Agreement. Shipper and Carrier acknowledge and mutually agree that this Agreement and all contents herein were jointly prepared by the Parties.

19.4 Waiver. No waiver of any term, provision or condition of this Agreement shall be effective unless in writing signed by the Parties, and no such waiver shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of the Agreement, unless specifically so stated in such written waiver.

19.5 No Third Party Beneficiaries. Except for Persons indemnified hereunder, this Agreement is not for the benefit of any third party and nothing herein, expressed or implied, confers any right or remedy upon any Person not a party hereto.

19.6 No Partnership. It is not the intention of the Parties to create, nor is there created hereby, a partnership, trust, joint venture or association. The status of each Party hereunder is solely that of an independent contractor.

19.7 Survival. Notwithstanding the termination of this Agreement for any reason, (a) ARTICLE VI, ARTICLE VIII, ARTICLE IX, ARTICLE X, ARTICLE XII, ARTICLE XIV, ARTICLE XVII, ARTICLE XVIII and ARTICLE XIX shall survive the termination of this Agreement, and (b) each Party to this Agreement will be liable for all of its accrued obligations hereunder up to and including the date on which the termination becomes effective.

19.8 Headings. 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 provisions hereof.

19.9 Rules of Construction. In construing this Agreement, the following principles shall be followed:

(a) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

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(b) the word “includes” and its syntactical variants mean “includes, but is not limited to” and corresponding syntactical variant expressions;

(c) the plural shall be deemed to include the singular and vice versa, as applicable;

(d) all references in this Agreement to an “ARTICLE,” “Section,” “subsection,” or “Exhibit” shall be to an ARTICLE, Section, subsection, or Exhibit of this Agreement, unless the context requires otherwise;

(e) unless the context otherwise requires, the words “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby,” or words of similar import shall refer to this Agreement as a whole and not to a particular ARTICLE, Section, subsection, clause or other subdivision hereof; and

(f) each Exhibit and Schedule to this Agreement is attached hereto and incorporated herein as a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail, except as to any conflicts with the Tariff.

19.10 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, (i) the validity, legality and/or enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby and (ii) in lieu of such invalid, illegal or unenforceable provision, there shall be automatically added to this Agreement a provision as similar to such invalid, illegal or unenforceable provision as may be possible and be legal, valid and enforceable.

19.11 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.

19.12 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.

19.13 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. Neither Party shall be bound until both Parties have executed a counterpart. Facsimile or other electronic copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.

19.14 Confidentiality.

(a) Each Party agrees that it shall maintain all terms and conditions of this Agreement in confidence, and that it shall not cause or permit disclosure thereof without the express written

20

consent of the other Party. The standard of care to be employed by each Party with respect to the other Party’s confidential information shall be the standard of care employed by a reasonable person in protecting confidential information.

(b) Permitted Disclosures. Notwithstanding Section 19.14(a) of this Agreement, disclosures of any terms and provisions of this Agreement otherwise prohibited may be made by a Party (i) to the extent necessary for such Party to enforce its rights hereunder against the other Party; (ii) to the extent to which a Party is required to disclose all or part of this Agreement by a statute or by the order or rule of a court, agency, or other governmental body exercising jurisdiction over the subject matter hereof, by order, by regulations, or by other compulsory process (including, but not limited to, deposition, subpoena, interrogatory, or request for production of documents); (iii) to the extent required by the applicable regulations of a securities or commodities exchange; (iv) to a third Person in connection with a proposed sale or other transfer of a Party’s interest in this Agreement, provided such third Person agrees in writing to be bound by confidentiality terms no less restrictive than those set forth in this Section 19.14; (v) to its own directors, officers, employees, agents and representatives; (vi) to an Affiliate; (vii) to a co-working interest owner or royalty owner of Shipper Product delivered hereunder, provided such co-working interest owner or royalty owner agrees in writing to be bound by the terms of this Section 19.14; (viii) to the extent any such terms or provisions become public information through no fault of any Party; or (ix) to a bank or other financial institution, and their agents and representatives, in connection with a Party arranging for funding.

(c) Notification. If a Party is or becomes aware of a fact, obligation, or circumstance that has resulted or may result in a disclosure of any of the terms and conditions of this Agreement authorized by Section 19.14(b) (ii), (iii) or (iv) above, it shall so notify in writing the other Party promptly and shall provide documentation or an explanation of such disclosure as soon as it is available.

(d) Party Responsibility. Each Party shall be deemed solely responsible and liable for the actions of its directors, officers, employees, agents, representatives and Affiliates for maintaining the confidentiality commitments of this Section 19.14.

(e) Public Announcements. The Parties agree that prior to making any public announcement or statement with respect to this Agreement or the transaction represented herein, the Party desiring to make such public announcement or statement shall provide the other Party with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other Party shall thereafter consult with the Party desiring to make the release, and the Parties shall exercise their reasonable best efforts to (i) agree upon the text of a joint public announcement or statement to be made by both such Parties or (ii) in the case of a statement to be made solely by one Party, obtain approval of the other Party to the text of a public announcement or statement. Nothing contained in this Section 19.14 shall be construed to require any Party to obtain approval of any other Party to disclose information with respect to this Agreement or the transaction represented herein to any Governmental Authority to the extent required by applicable law or necessary to comply with disclosure requirements of the Securities and Exchange Commission, New York Stock Exchange, NASDAQ Stock Market, or any other regulated stock exchange.

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[Signature page follows]

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

CARRIER:
PennTex North Louisiana Operating, LLC
By:	/s/ Robert O. Bond
Name:	Robert O. Bond
Title:	Chief Operating Officer
SHIPPER:
MRD Operating LLC
By: Memorial Resource Development Corp., its sole member
By:	/s/ Kyle Roane
Name:	Kyle N. Roane
Title:	Senior Vice President

Signature page to the Transportation Services Agreement

(MRD Operating LLC)

EXHIBIT A

TARIFF

(See Attached)

FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

[PennTex North Louisiana Operating, LLC]

LOCAL TARIFF

CONTAINING RATES, RULES, AND REGULATIONS

GOVERNING THE TRANSPORTATION

OF

NATURAL GAS LIQUIDS

BY PIPELINE

The provisions published herein will, if effective, not result in an effect on the quality of human environment.

Filed in compliance with 18 C.F.R. § 342.2(a) (Establishing initial rates).

Request for Special Permission

Issued on [            (    )] day’s notice under authority of 18 C.F.R. § 341.14. This tariff publication is subject to refund pending a 30-day review period.]

ISSUE DATE: [            ], 2015 EFFECTIVE DATE: [            ], 2015

Issued and Compiled by:

[Contact name]

[PennTex North Louisiana LLC]

11931 Wickchester Lane, Suite 300

Houston, TX 77043

[phone]

[facsimile]

FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

TABLE OF CONTENTS

SECTION I        TABLE OF RATES		3
SECTION II      RULES AND REGULATIONS		4
1.	DEFINITIONS	4
2.	COMMODITY	5
3.	PRODUCT SPECIFICATIONS	5
4.	IDENTITY OF PRODUCTS	7
5.	NOMINATIONS AND SCHEDULING	7
6.	NOMINATIONS IN EXCESS OF CAPACITY	8
7.	MINIMUM TENDER	9
8.	MEASUREMENT AND EVIDENCE OF RECEIPTS AND DELIVERIES	9
9.	ORIGINATION FACILITIES	10
10.	STORAGE OF PRODUCTS IN TRANSIT	10
11.	DESTINATION FACILITIES	10
12.	NOTICE OF ARRIVAL, DELIVERY AT DESTINATION	10
13.	TITLE	11
14.	RATES APPLICABLE	11
15.	RATES APPLICABLE FROM INTERMEDIATE POINTS	11
16.	PAYMENT OF TRANSPORTATION CHARGES	11
17.	LIABILITY OF CARRIER	14
18.	CLAIMS, SUITS, AND TIME FOR FILING	14
19.	CONNECTION POLICY	14
20.	COMMON STREAM – CONNECTING CARRIERS	14
21.	DEDICATED RATES	15
22.	INCENTIVE RATES	15

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

SECTION I

TABLE OF RATES

Uncommitted Rates

From           [Note 1]	To [Note 2]	Uncommitted Rate in Dollars per Barrel of 42 U.S. Gallons
Lincoln Parish, Louisiana	Interconnection near Ada, Bienville Parish, Louisiana	$	1.85

Dedicated Rates ^{[Note 3]}

From           [Note 1]	To [Note 2]	Dedicated Rate in Dollars per Barrel of 42 U.S. Gallons
Lincoln Parish, Louisiana	Interconnection near Ada, Bienville Parish, Louisiana	$	1.68

Incentive Rates ^{[Note 4]}

From           [Note 1]	To [Note 2]	Monthly Volume in Barrels Per Day	Incentive Rate in Dollars per Barrel of 42 U.S. Gallons
Lincoln Parish, Louisiana	Interconnection near Ada, Bienville Parish, Louisiana	0 – 2,500 2,501 or greater	$ $	1.68 1.47

Note 1: The receipt points are the PennTex processing plants in Lincoln Parish, Louisiana.

Note 2: The delivery point is the interconnection with Black Lake Pipeline Company near Ada, Bienville Parish, Louisiana.

Note 3: Dedicated Rates are applicable to a Dedicated Shipper as provided for in Item 21 of this Tariff.

Note 4: Incentive Rates are applicable to an Incentive Shipper as provided for in Item 22 of this Tariff.

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

SECTION II

RULES AND REGULATIONS

1. DEFINITIONS:

“Barrel” means a barrel of forty-two (42) gallons, United States measurement at sixty (60) degrees Fahrenheit and zero (0) pounds per square inch gauge pressure.

“Business Day” means Monday through Friday of each week, excluding banking holidays.

“Carrier” means [PennTex North Louisiana Operating, LLC], a Delaware limited liability company.

“Committed Volume” means the volume of Product that an Incentive Shipper has committed to be transported on the System, or make a deficiency payment in connection therewith, for a number of years as mutually agreed upon in the Incentive Shipper’s TSA.

“Common Stream(s)” means Product moved through the System that is commingled or intermixed with other Product in the System.

“Consignee” means the party to whom a Shipper has ordered the delivery of Product.

“Dedicated Product” means Product that a Dedicated Shipper has dedicated to be transported on the System but as to which Shipper has no obligation to make a deficiency payment, as mutually agreed upon in the Dedicated Shipper’s TSA.

“Dedicated Rates” means the rates set out in Section I of this Tariff paid by a Dedicated Shipper pursuant to a TSA that has Dedicated Product.

“Dedicated Shipper” has the meaning set out in Item No. 21 of this Tariff.

“Delivery Point” means points on the System where Product is delivered to Shipper or its Consignee, as such points are specified by Carrier from time to time in this Tariff.

“Incentive Rates” means the rates set out in Section I of this Tariff paid by an Incentive Shipper pursuant to a TSA that has a Committed Volume.

“Incentive Shipper” has the meaning set out in Item No. 21 of this Tariff.

“Nomination” or “Nominate” means a written offer (in form and context specified by Carrier) made by a Shipper or its designee to Carrier of a stated quantity of Product for transportation from a specified Receipt Point to a specified Delivery Point in accordance with this Tariff.

“Product(s)” means a demethanized mixture of natural gas liquids comprised primarily of ethane, propane, iso-butane, normal butane, iso-pentane, normal pentane, hexanes and heavier hydrocarbons, incidental volumes of methane, as well as other non-hydrocarbon compounds.

“Receipt Point” means points where Product is received into the System, as such points are specified by Carrier from time to time in this Tariff.

“Shipper” means the party that contracts with Carrier for transportation of Products on the System in accordance with this Tariff.

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

“System” means Carrier’s pipeline system and all related facilities necessary for Carrier to provide transportation service from the Receipt Points to the Delivery Points.

“Tariff” means Carrier’s F.E.R.C. Tariff No. 1.0.0 or subsequent reissues thereof.

“Tender” or “Tendered” means an offer of delivery by a Shipper to Carrier of a stated quantity of Products for transportation from a specified Receipt Point to a specified Delivery Point in accordance with this Tariff.

“TSA” means a Transportation Services Agreement executed by Carrier and a Shipper for transportation on the System.

“Uncommitted Rate” means the rate set out in Section I of this Tariff paid by a Shipper that is not an Incentive Shipper or a Dedicated Shipper.

2. COMMODITY:

Carrier is engaged in the transportation of Product as defined herein and therefore will not accept any other commodity for transportation under this Tariff.

3. PRODUCT SPECIFICATIONS:

Subject to any provisions to the contrary in a TSA between Carrier and Shipper:

A. Shipper shall not Tender Product for transportation on the System unless the Product will be readily susceptible to transportation through the System, such Product will not adversely damage the Common Stream or the System, and such Product otherwise conforms to the specifications set forth in this Item No. 3.

B. As a prerequisite to transportation on the System, Shipper’s Product must also conform to the quality specifications of the connecting carrier or facility at the Nominated Delivery Point.

C. Shipper shall perform applicable tests to ensure that the Product it Tenders to Carrier for delivery on the System conforms to the specifications set forth in this Item No. 3. Should spot samples, analyses, or any other test (including tests performed by Carrier) indicate that the Product Tendered or to be Tendered does not meet the specifications required by Carrier, Shipper agrees to stop delivery of such off-specification Product to Carrier until such time as it is determined by additional testing that the Product meets the definition of Product issued by Carrier.

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

D. The specifications set forth in this Item No. 3 shall apply to each Barrel of Shipper’s Tender and shall not be limited to the composite sample of the Tender.

	PRODUCT SPECIFICATIONS	MAXIMUM	TEST METHOD
1.	Composition:
	Predominantly Ethane, Propane,
	Butanes & Natural Gasoline		ASTM D-2163
	(C5 Plus)
	Methane	1.5% of Ethane1	ASTM D-2163
	Total Olefins	None	ASTM D-2163
	Total Fluorides	None	UOP 619
2.	Vapor Pressure:
	At 100°F. PSIG	600	ASTM D-1267
3.	Corrosiveness:
	Copper Strip at 100°F	1-b	ASTM D-1838
4.	Total Sulfur:
	PPM by Weight in Liquid	150	ASTM D-3246
5.	Carbon Dioxide:
	PPM by Weight	1000	GPA 2177
6.	Distillation:
	End Point, °F	375	ASTM D-216
7.	Dryness:
	Free Water	None	Visual
8.	Color:
	Saybolt Number	Plus 25 (Minimum)	ASTM D-156

E. Carrier reserves the right to reject all Tenders or any part thereof and refuse transportation for such Tender, if Carrier determines, in its discretion, reasonably exercised, that Shipper has delivered Product that (i) does not conform to the quality specifications set forth in this Item No. 3, (ii) is not merchantable, (iii) is not readily acceptable for transportation through the System, (iv) would otherwise adversely affect the System or other Products on the System, and/or (v) would, in Carrier’s sole judgment, expose employees of Carrier or the System to an undue risk of harm or property damage.

F. In the event Shipper delivers Product to the System that does not meet, individually and collectively, the quality specifications set forth in this Item No. 3, Carrier may exclude such Shipper from further entry into applicable segments of the System until such time as the Shipper returns the quality of its Product to a level satisfactory to Carrier.

¹  Methane in excess of limits stated herein, as measured on each Shipper’s individual plant stream, shall be considered as contaminant and product so contaminated will not be received by Carrier. However, it is recognized that product so contaminated may be received by Carrier without Carrier’s knowledge. During any period in which Shipper’s product exceeds the specification, at Carrier’s option, Carrier shall have the right to deduct the methane content in excess of the specification from Shipper’s desired volume, but Shipper will nevertheless be required to pay the tariff rate on total volume of methane shipped.

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

G. Carrier is not responsible for monitoring receipts or deliveries for contaminants. Further, Carrier reserves the right to dispose of any contaminated Product on the System. Disposal thereof may be made in any reasonable manner including but not limited to commercial sales. Any liability associated with the contamination or disposal of any Products shall be borne by Shipper introducing the contaminated Products into the System. Shipper liability includes, but is not limited to, claims from other Shippers, carriers, or users of the contaminated Products and the costs of any regulatory or judicial proceeding.

H. If Product received by Carrier does not meet the quality specifications set forth in this Item No. 3, Carrier reserves the right to charge the Shipper the greater of (i) the actual costs and expenses incurred by Carrier to treat, handle, or otherwise dispose of all such contaminated Product, or (ii) a one-hundred (100) cents per Barrel charge for the volume of contaminated Product transported by Shipper (“Off-Spec Penalty”). If a composite sample, spot sample, or the results of any other test demonstrates that a Shipper’s Product delivered to Carrier fails to meet the quality specifications set forth in this Item No. 3, the total penalty will be assessed by multiplying the Off-Spec Penalty by the total volume of Shipper’s Product (in barrels) received by Carrier during the ticket period when Carrier received the contaminated Product.

4. IDENTITY OF PRODUCTS:

Subject to any provisions to the contrary in a TSA between Carrier and Shipper:

A. Carrier shall not be liable to Shipper for changes in gravity or quality of Shipper’s Products that may occur from commingling or intermixing Shipper’s Products with other Products in the same Common Stream while in transit. Carrier is not obligated to deliver to Shipper the identical Product nominated by Shipper; Carrier will deliver the Product it is regularly transporting as a Common Stream.

B. Carrier shall have no responsibility in, or for, any revaluation or settlements that may be deemed appropriate by Shippers and/or Consignees because of mixing or commingling of Products between the receipt and delivery of such shipments by Carrier within the same Common Stream.

C. Carrier shall not be required to transport Product except with reasonable diligence, considering the quality of the Product, the distance of transportation and other material elements. Carrier cannot commit to delivering Product to a particular destination, at a particular time.

5. NOMINATIONS AND SCHEDULING:

A. Product for shipment through the System will be received only on a properly executed Nomination from Shipper or its designee showing the Receipt Point at which the Product is to be received, the Delivery Point of the shipment, Consignee (if any), and the amount of Product to be transported. Carrier may refuse to accept Product for transportation unless satisfactory evidence is furnished that Shipper or Consignee has made provision for prompt receipt thereof at the Delivery Point. Carrier shall not be obligated to accept Product for transportation during any calendar month, unless Shipper or its designee makes such Nomination to Carrier in writing on or before 9:00 a.m., prevailing Central Time of the tenth (10^th) Business Day immediately preceding the first day of the month during which the transportation under the Nomination is to begin.

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B. Carrier may refuse to accept Product for transportation where Shipper or Consignee is not in compliance with other provisions of this Tariff or where Shipper or Consignee has failed to comply with all applicable laws, rules and regulations made by any governmental authorities regulating shipments of Products.

C. Unless Shipper and Carrier have agreed otherwise in a TSA, Carrier reserves the right to control in its discretion the component distribution in the Product tendered by Shipper or its designee, in order to achieve maximum operating efficiency of Carrier’s facilities and optimum utilization of total transportation capacity. Carrier shall use reasonable judgment in exercising that discretion.

D. The rate at which Product is delivered to Carrier and redelivered from Carrier will be determined by Carrier’s transportation and redelivery obligations to its shippers and by the necessity of economical use and efficient operation of Carrier’s facilities, which shall be determined by Carrier in the exercise of its reasonable judgment. Carrier will assume no liability for its inability to maintain schedules or comply with Shipper’s redelivery requests when caused by operational or scheduling problems, excess demand, delays and other problems encountered in pipeline operations.

6. NOMINATIONS IN EXCESS OF CAPACITY:

When there is offered to Carrier quantities of Product greater than can be transported on the System, Carrier shall allocate the available transportation capacity on the System (“Available Capacity”). Allocation will be given as a daily or monthly volume, at Carrier’s discretion, and will be calculated for the calendar month.

New Shippers will have access to a minimum of ten percent (10%) of the Available Capacity and Historical Shippers will have access to a maximum of ninety percent (90%) of the Available Capacity.

Carrier shall allocate up to ninety percent (90%) of the Available Capacity on a non-discriminatory historical basis to all Historical Shippers. Each individual Historical Shipper’s entitlement will be based on (i) the average monthly volumes of the Historical Shipper’s Representative Period, based on the greater of the volumes transported or paid for during each month of the Representative Period or (ii) for an Incentive Shipper, based on the Incentive Shipper’s Committed Volume on a yearly basis.

The remaining ten percent (10%) of the Available Capacity shall be allocated on a prorata basis to New Shippers. Carrier is not required to allocate more than two percent (2%) of the Available Capacity to any individual New Shipper.

The Carrier will repeat this allocation process until all of the Available Capacity has been allocated.

Allocation will not be transferred. With agreement of the Shippers concerned, historical volume will be transferred under the following conditions:

• No commercial transaction occurs between the participating shippers with regard to historical volumes.

• The transfer is irrevocable.

• The request to transfer must be the result of an unusual situation as may be reasonably determined by Carrier.

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For the purposes of this Item No. 6:

• “New Shipper” means a Shipper that is not a Historical Shipper.

• “Historical Shipper” means a Shipper that has shipped, or paid for the shipment of, Product on the System during the Representative Period.

• “Representative Period” means a consecutive twelve (12) month period, beginning thirteen (13) months prior to the month being allocated and excluding the month preceding the month of allocation.

7. MINIMUM TENDER:

Products of the required specifications shall be Tendered for transportation in quantities of not less than 2,500 Barrels of the same specification, except that Carrier may, in its sole discretion, accept any quantity of Product if such quantity can be consolidated with other Product such that Carrier can make a single delivery of not less than 2,500 Barrels. The term “single delivery” as used herein means a delivery of Product in one continuous operation to one or more Consignees into a single facility, furnished by such Consignee or Consignees, to which Carrier is connected.

8. MEASUREMENT AND EVIDENCE OF RECEIPTS AND DELIVERIES:

A. Carrier or its representative will measure and test all Product Tendered for transportation prior to its receipt and may measure and test such Product at any time thereafter. Shipper or Consignee may be present or represented at the gauging and testing. Quantities shall be determined in accordance with applicable A.P.I. Manual of Petroleum Measurement Standards and applicable Gas Processors Association procedures.

B. Any overage or shortage not due to the negligence of Carrier, including losses resulting from shrinkage, evaporation, other physical Product loss and interface mixture in any calendar month, will be allocated on a monthly accrual basis among Shippers in the proportion that the total number of Barrels delivered from the entire System for each Shipper bears to the total number of Barrels delivered from the entire System for all Shippers.

C. Carrier may require Shipper to furnish a certificate setting forth in detail the specification of each shipment of Product offered for transportation hereunder, and Shipper shall be liable for any contamination or damage to other Product in Carrier’s custody or to the System or other Carrier facilities caused by failure of the Product Tendered to meet the specifications stated in Shipper’s certification. Carrier may, but shall not be required to, sample and/or test any shipment prior to acceptance or during receipt of shipment, and, in the event of variance between the specifications contained in said certificate and the specifications indicated by Carrier’s test, Carrier’s test result shall prevail and be used to determine whether the shipment meets Carrier’s specifications. Shipper or Consignee may be present or represented at such measuring and testing.

D. A representative of Carrier shall have the right to enter upon the premises where Shipper’s Product is received or delivered and have access to any and all storage receptacles or meters for the purposes of measuring and testing and to make any examination, inspection, measurement or test required.

E. All measurements and tests performed by Carrier shall be deemed final and determinative unless Shipper presents appropriate documentation to contest such measurements and/or tests within forty-five (45) days of receipt.

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9. ORIGINATION FACILITIES:

With respect to the Receipt Point, and any additional Receipt Points (if Carrier determines that it will offer connections beyond those contemplated in this Tariff): (1) Products will be received only from pipelines or plant facilities that are provided by Shipper or Shipper’s designee, or a connecting carrier; (2) Carrier will determine and advise Shippers of the size and capacity of pipelines and tanks to be provided at the Receipt Point to meet the operating conditions of Carrier’s facilities at such point; (3) Carrier will not accept Products for transportation unless such facilities have been provided and conform to the operating requirements of Carrier in Carrier’s sole discretion; and (4) The cost of such facilities shall be provided at the sole cost of Shipper seeking access to the System.

10. STORAGE OF PRODUCTS IN TRANSIT:

Carrier is under no obligation to provide storage.

11. DESTINATION FACILITIES:

Carrier will accept Products for transportation only when Shipper or Consignee has provided the necessary facilities for taking delivery of the shipment as it arrives at the Delivery Point. Carrier will not accept Product for transportation unless such facilities have been provided and conform to the operating requirements of Carrier in Carrier’s sole discretion. Unless otherwise agreed in a TSA between Carrier and Shipper, the cost of such facilities shall be provided at the sole cost of Shipper seeking access to the System.

12. NOTICE OF ARRIVAL, DELIVERY AT DESTINATION:

After a shipment has had time to arrive at destination, Carrier may begin delivery of such shipment from its common stock to Shipper or Consignee at Carrier’s current rate of pumping. Shipper shall timely remove Product, or cause Product to be removed, from the System following transportation to a Nominated Delivery Point. If Shipper or Consignee is unable or refuses to receive said shipment, a demurrage charge of one dollar ($1.00) per Barrel per twenty-four (24) hours shall accrue from the time said notice expires on that part of such shipment which is not received by Shipper or Consignee. In addition to such demurrage charge, Carrier shall have the right to make such disposition of unremoved Product as is necessary for the efficient operation of the System, and Shipper shall pay Carrier all charges associated with such disposition the same as if Shipper had authorized such, together with any associated additional costs and damages borne or incurred by Carrier. Shipper shall indemnify Carrier for all losses associated with unremoved Product and Carrier’s disposition of unremoved Product. Carrier shall have no liability to Shipper associated with Shipper’s unremoved Product or Carrier’s disposition of unremoved Product.

13. TITLE:

Carrier may require of Shipper satisfactory evidence of its perfected and unencumbered title of any Product Tendered for shipment on the System. Carrier shall have the right to reject any Product, when Tendered for transportation, that may be involved in litigation, the title of which may be in dispute, or which may be encumbered by a lien or charge of any kind (other than the lien created hereunder in favor of Carrier and any liens permitted under a TSA between Carrier and Shipper).

At the time of Nomination, Shipper shall inform Carrier if any Product Nominated and/or to be Tendered to Carrier for transportation (i) may be involved in litigation, (ii) may be subject to a title dispute, or (iii) may be encumbered by a lien or charge of any kind (other than the lien created hereunder in favor of Carrier and any liens permitted under a TSA between

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

Carrier and Shipper) (“Encumbered Product”). In the event Carrier receives such Shipper notice of Encumbered Product or otherwise learns that Shipper has or will Nominate or Tender Encumbered Product, Carrier may require Shipper to provide a satisfactory indemnity bond, pre-payment of transportation charges, or a subordination agreement from the applicable lienholder, all to be determined in Carrier’s sole discretion. Shipper agrees to hold Carrier harmless for any and all loss, cost, liability, damage and/or expense resulting from failure of title thereto; provided that acceptance for transportation shall not be deemed a representation by Carrier as to title.

14. RATES APPLICABLE:

Product accepted for transportation shall be subject to the rates in effect on the date of receipt by Carrier, irrespective of the date of the Nomination.

15. RATES APPLICABLE FROM INTERMEDIATE POINTS:

For shipments accepted for transportation from any point not named in this Tariff making reference hereto which is intermediate to a point from which rates are published in said tariffs, through such unnamed point, the rate published therein from the next more distant Receipt Point specified in the tariff will apply from such unnamed point. For shipments accepted for transportation to any point not named in tariffs making reference hereto which is intermediate to a point to which rates are published in said tariffs, through such unnamed point, the rate published therein to the next more distant Delivery Point specified in the tariff will apply. Continuous use of intermediate point rate application for more than thirty (30) days requires establishment of a rate for the transportation service.

16. PAYMENT OF TRANSPORTATION CHARGES:

Subject to any provisions to the contrary in a TSA between Carrier and Shipper:

A. Shipper or Consignee shall pay, as provided below, all applicable transportation and other charges (including any deficiency payments set out in a TSA) accruing on Products handled by Carrier.

B. All payments are due on the later of: (1) within fifteen (15) days of receipt of the invoice; (2) the twenty-seventh (27th) of the month following receipt of the invoice, or; (3) if the twenty-seventh (27th) of the month following receipt of the invoice is not a Business Day, on the next Business Day thereafter.

C. Unless provided otherwise in a TSA between Carrier and Shipper, if any charge remains unpaid after the due date, then such amount due may bear interest from the day after the due date until paid, calculated at an annual rate equivalent to the greater of (1) one percent (1%) or (2) the maximum rate allowed by law. In addition, Shipper shall pay all documented costs incurred by Carrier to collect any unpaid amounts, including reasonable attorney fees and costs incurred by Carrier.

D. In the event Shipper fails to pay any such charges when due, Carrier shall not be obligated to provide Shipper access to the System or provide services pursuant to this Tariff until such time as payment is received by Carrier and Shipper meets the requirements of the following paragraph. In addition, in the event Shipper fails to pay any such charges when due, Carrier shall have the right to set off such amounts owed and future amounts owed against any amounts Carrier owes Shipper.

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E. All prospective shippers shall, twenty-five (25) days prior to making their first Nomination, provide information to Carrier that will allow Carrier to determine the prospective shipper’s capacity to perform any financial obligations that could arise from the transportation of that prospective shipper’s Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the value of any loss allowance, and any negative balance positions. At any time, upon the request of Carrier, Shipper shall, within ten (10) days of such request, provide information to Carrier that will allow Carrier to determine Shipper’s capacity to perform any financial obligations that could arise from the transportation of that Shipper’s Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the value of any loss allowance, and any negative Shipper balance positions. Carrier shall not be obligated to accept Product for transportation from any Shipper or prospective shipper if such Shipper or prospective shipper fails to provide the requested information to Carrier within the time periods set forth herein, or if Carrier’s review of the requested information reveals that such Shipper or prospective shipper does not have the capacity to perform any financial obligations that could arise from the transportation of its Product under the terms of this Tariff, including the payment of transportation charges, equalization obligations, the reasonably determined value of any loss allowance, and any negative balance positions.

F. Subject to the provisions of Item No. 16(G), Carrier upon notice to Shipper or prospective shipper, may require one or more of the following financial assurances for the payment of all charges and costs as provided for in this Tariff, or otherwise lawfully due to Carrier to be provided at the expense of such Shipper or prospective shipper:

i. payment security by wire transfer in an amount equal to two and a half months of transportation charges based on Shipper’s or prospective shipper’s likely actual shipments for the production month for each applicable line segment. For purposes of this rule, a prospective shipper’s likely actual shipments will be based on the anticipated shipments listed in such prospective shipper’s shipper application; or

ii. a letter of credit in favor of Carrier in an amount sufficient to ensure payment of all costs and charges that could reasonably accrue due to Carrier in a form and from an institution acceptable to Carrier; or

iii. a guaranty from a guarantor acceptable to Carrier.

G. In the event that Carrier reasonably determines that: (i) any Shipper’s financial condition is or has become impaired or unsatisfactory; (ii) any financial assurances previously provided by Shipper no longer provide adequate security for the performance of such Shipper’s obligations that could arise from the transportation of its Product under the terms of this Tariff; or (iii) Carrier otherwise determines that it is necessary to obtain financial assurances from any Shipper or prospective shipper, then such Shipper or prospective shipper shall provide financial assurances for the payment of the charges and costs as provided for in this Tariff or otherwise lawfully due to Carrier relating to the transportation of such Shipper’s or prospective shipper’s Product by Carrier. For the purpose of this Tariff, and without limiting the generality of the charges and costs lawfully due to Carrier relating to the transportation of Shipper’s Product, those charges and costs shall include transportation charges, equalization obligations, any negative Shipper balance positions, and any loss allowance.

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FERC ICA OIL TARIFF F.E.R.C. No. 1.0.0

H. Any financial assurances received by Carrier in accordance with Item No. 16(F)(i) shall be retained by Carrier in a non-interest-bearing escrow account until such time as Carrier determines that the Shipper or prospective shipper that provided such Financial Assurance is capable of performing its financial obligations to Carrier. Within ten (10) business days of such a determination by Carrier, the Financial Assurance provided in accordance with Item No. 16(F)(i) shall be returned to such Shipper or prospective shipper.

I. Carrier shall have a self-executing lien on all Products delivered to Carrier to secure the payment of any and all charges that are owed to Carrier. Such lien shall survive delivery of Products to Shipper. Such lien shall extend to all Products in Carrier’s possession beginning with Shipper’s first receipt of transportation or other services from Carrier. The lien provided herein shall be in addition to any lien or security interest provided by this Tariff, statute or applicable law. Carrier may withhold delivery to Shipper of any of Shipper’s Products in its possession and exercise any other rights and remedies granted under the applicable tariffs or existing under applicable law until all such charges have been paid as provided above.

J. If Shipper fails to pay an invoice by the due date, Carrier will notify Shipper of the failure, and if Shipper has not remedied the failure within thirty (30) days following receipt of notice from Carrier, in addition to any other remedies under this Tariff or under applicable law, Carrier shall have the right, either directly or through an agent, to sell any Products of such Shipper in Carrier’s custody at public auction, on any day not a legal holiday, not less than forty-eight (48) hours after publication of notice of such sale in a daily newspaper of general circulation published in the town, city, or general area where the sale is to be held, stating the time and place of sale and the quantity and location of the Products to be sold. At said sale, Carrier shall have the right to bid, and, if it is the highest bidder, to become the purchaser. The proceeds of any sale shall be applied in the following order: (1) To the reasonable expenses of holding, preparing for sale, selling, and to the extent allowed by law, reasonable attorney’s fees and legal expenses incurred by Carrier; and (2) To the satisfaction of Shipper’s indebtedness including interest herein provided from the date payment is due. The balance of the proceeds of the sale remaining, if any, shall be paid to Shipper or, if there is a dispute or claim as to entitlement, held for whoever may be lawfully entitled thereto. Carrier will have a claim for and against Shipper with respect to any deficiency arising from the debt due to Carrier from Shipper and the proceeds of any sale after reduction as set forth above.

17. LIABILITY OF CARRIER:

Carrier shall not be liable for, and Shipper hereby waives any claims against Carrier for, any loss or damage to Products prior to the delivery of Products at the Receipt Point(s) and after delivery of Products at the Delivery Point(s).

18. CLAIMS, SUITS, AND TIME FOR FILING:

As a condition precedent to recovery by Shipper for loss, damage, or delay in receipt or delivery of Shipper’s Products for which Carrier may be responsible, Shipper’s claim must be filed in writing with Carrier within nine (9) months after delivery of the affected Products, or, in case of Carrier’s failure to make delivery of Shipper’s Products, then within nine (9) months after a reasonable time for delivery has elapsed; and suits shall be instituted against Carrier only within two (2) years and one (1) day from the day when notice in writing is given by Carrier to Shipper that Carrier has disallowed the claim or any part or parts thereof specified in the notice. Where claims are not filed or suits are not instituted by Shipper on such claims in accordance with the foregoing provisions, such claims will not be paid and Carrier will not be liable.

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19. CONNECTION POLICY:

If Carrier determines that it will offer connection service, this Item No. 19 shall apply. In that event, (1) Carrier will only consider connections to the System that are made by formal written application to Carrier, in accordance with Carrier’s connection policy; (2) All connections will be subject to design requirements necessary to protect the safety, security, integrity and efficient operation of the System in accordance with generally accepted industry standards; and (3) Acceptance of any request for connection will be within the sole discretion of Carrier and will be subject to compliance with governmental regulations.

20. COMMON STREAM – CONNECTING CARRIERS:

A. When receipts from and/or deliveries to a connecting carrier of substantially the same grade of Product are scheduled at the same interconnection or at interconnections along the same pipeline system, Carrier reserves the right, with cooperation of the connecting carrier, to offset like volumes of such Common Stream Product in order to avoid capacity constraints or the unnecessary use of energy which would be required to physically pump the offsetting volumes. When this right is exercised, Carrier will make the further deliveries for Shipper involved from its Common Stream Product.

B. Sediment, water and quality limitations of a connecting carrier may be imposed upon Carrier. When such limitations of the connecting carrier vary from that of Carrier, the limitations of the connecting carrier will be enforced.

21. DEDICATED RATES

A shipper who has executed a TSA that has Dedicated Product shall be referred to herein as a “Dedicated Shipper.” As provided in its TSA, a Dedicated Shipper shall be entitled to the applicable Dedicated Rate set out in Section I of this Tariff. A Shipper that is not an Incentive Shipper or Dedicated Shipper shall pay the applicable Uncommitted Rate set out in Section I of this Tariff.

22. INCENTIVE RATES

A shipper who has executed a TSA that has a Committed Volume shall be referred to herein as an “Incentive Shipper.” As provided in its TSA, an Incentive Shipper shall be entitled to the applicable Incentive Rate set out in Section I of this Tariff. A Shipper that is not an Incentive Shipper or Dedicated Shipper shall pay the applicable Uncommitted Rate set out in Section I of this Tariff.

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EXHIBIT B

COMMENCEMENT DATE FACILITIES

Pipeline Facilities

• 27 miles of 10” pipeline between the Lincoln Parish Plant and the Delivery Point

Delivery Point

• DCP Black Lake Pipeline

Receipt Point

• Lincoln Parish Plant (owned by Carrier or its Affiliate)

• Mount Olive Plant (owned by Carrier or its Affiliate)

Miscellaneous Appurtenant Facilities (launchers/receivers, etc.)

SCHEDULE A

RECEIPT POINTS, DELIVERY POINT, AND RATES

Receipt Points	Delivery Point	Dedicated Rate
Lincoln Parish Plant Mount Olive Plant	DCP Black Lake Ada, LA	$	1.68