FIRST AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT

THIS is the FIRST AMENDMENT (“Amendment”) to the GAS GATHERING AND PROCESSING AGREEMENT, dated effective October 1, 2012 (the “Agreement”), by and between EAGLE ROCK FIELD SERVICES, L.P. (“Gatherer”) and BP AMERICA PRODUCTION COMPANY (“Owner”). Gatherer and Owner are sometimes hereinafter referred to individually as a (“Party”) and collectively as the (“Parties”). The terms used in this Amendment will have the same meaning as the same terms used in the Agreement.

WHEREAS, Gatherer and SEMINOLE GAS COMPANY, L.L.C. (“Seminole”) are parties to that certain Compression and Treating Agreement dated October 1, 2005, as amended (the “CTA”);

WHEREAS, Gatherer uses the CTA to provide compression and treating services for Owner’s Gas;

WHEREAS, Gatherer and Owner have agreed to share the costs associated with the CTA, a copy of which is attached to this Amendment as Exhibit “A”, and to provide for additional well dedications by Owner to Gatherer; and

WHEREAS, the Parties now desire to amend the Agreement as stated below effective as of the 1^st day of July, 2013.    

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, Gatherer and Owner agree to amend the Agreement as follows:

“Effective July 1, 2013 and continuing for the term of the CTA or a replacement agreement, each Month Gatherer shall charge Owner [***] percent ([***]%) of the fee charged to Gatherer by Seminole pursuant to the CTA ($[***] being the initial [***]% fee) for compression and treating services for Owner’s Gas pursuant to Exhibit “D”. Notwithstanding the above, Owner shall receive [***]% of any credit received by Gatherer from Seminole where the monthly average compressor performance is less than [***]%. Gatherer shall allocate these fees to Owner’s gas pursuant to the new Section 10.6, set forth hereinafter. The Parties agree that any replacement agreement or amendment intended to supersede, modify, or terminate the CTA prior to the end of the primary term of the CTA (being three (3) years) shall not be effective unless and until Owner provides prior written consent to such replacement agreement or amendment, which consent shall not be unreasonably withheld or delayed. During the term of the CTA or a replacement agreement or amendment thereof, Gatherer will not exercise any right it may have to terminate that certain Letter Agreement dated October 2, 2002, by and between CMS Energy Field Services (now PVR Natural Gas Gathering L.L.C. (“PVR”)) and BP America Production Company (now Eagle Rock Field Services, L.P.), providing for a lease by Gatherer of PVR’s Natural Gas Gathering System.”

Gatherer agrees to notify Owner of any exceptions related to Seminoles’ compressor performance guarantee pursuant to the CTA within seven (7) days of receiving acknowledgment from Seminole.”

10.6 Gatherer agrees to perform all calculations, allocations, dispositions, and other duties specified in Sections 10.1 through 10.5 for Owner’s Gas dedicated in the amended Section 15.4, set forth hereinafter, back to the Well’s

wellhead. Gatherer agrees to allocate the CTA fees pursuant to Section 9.1 of this Amendment in a ratio that the volume of Gas measured in Heating Value from each Well listed on Exhibit D of this Amendment bears to the total volume of gas measured in Heating Value from all Wells listed on Exhibit D hereto. Owner agrees to provide, or cause to be provided, all information necessary for Gatherer to perform all calculations, allocations, dispositions, and other duties specified in Sections 10.1 through 10.5.

15.4 Owner agrees to dedicate to the performance of this Agreement Gas produced from its current and future Wells connected to the PVR Courson Ranch and Superior Pipeline Texas L.L.C. (“Superior”) Etheredge gathering systems for the term of the CTA or a subsequent replacement agreement. Gas produced from Wells on the PVR Courson Ranch shall be delivered to Gatherer via the Reed and/or Mathews delivery points. Gas produced from Wells on the Superior Etheredge gathering system shall be delivered to Gatherer at Gatherer’s Dumler Compressor Station Receipt Point located in Section 23, Block 1, I&GN RR CO Survey, Hemphill County. Refer to Exhibit “B” for a list of dedicated Wells on the PVR Courson Ranch gathering system. Refer to Exhibit “C” for a list of dedicated Wells on the Superior gathering system.

All other terms of the Agreement, as amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment to the Agreement on the dates shown below.

IN WITNESS WHEREOF, this Second Amendment to Compression and Treating Agreement has been executed by the Parties as of the date first above written.

________________________________        ______________________________    

Name: _________________________        Name: _______________________

Title: __________________________        Title: ________________________