SECOND AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT

THIS SECOND AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT, dated effective July 1, 2013 (this “Amendment”), is 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 Owner are parties to that certain Gas Gathering and Processing Agreement dated effective October 1, 2012 (as amended, the “Agreement”);

WHEREAS, pursuant to Article VI of the Agreement, the Maximum Allowable Pressures, from the Effective Date through the third anniversary of the Effective Date, are to be set by good faith commercially reasonable efforts;

WHEREAS, Gatherer and Owner, in accordance with Article VI of the Agreement, have agreed upon such Maximum Allowable Pressures;

WHEREAS, the Parties now desire to amend the Agreement as stated below.    

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:

6.3    For all Sections in the Sweet Gas System not specifically designated in Exhibit B to the Table in Section 6.2 (collectively, the “Sweet Gas Area”), the Monthly average operating Gathering System pressure shall be calculated as a simple average each Month considering only Receipt Points of Wells with first Gas within the prior one hundred and twenty (120) Months to the calculation Month, without weighting for volume, but shall exclude Wells within Areas listed in the Table above. For the Sweet Gas Area, the Maximum Allowable Pressure shall be: (i) as of July 1, 2013 through the 3^rd anniversary of the Effective Date, (a) [***] psig for all of East Lipscomb County east of Highway 305, (b) [***] psig for all of Ochiltree County, and (c) [***] psig for the remaining Sweet Gas Area; and then (ii) as of the 3^rd anniversary of the Effective Date through end of the Agreement, [***] psig.

a.    that tie into the Sherman Gathering System which are substantially located in Sherman County (the “Sherman Sour Gas Area”). For the Sherman Sour Gas Area the Maximum Allowable Pressure shall be: (i) as of July 1, 2013 through the 3rd anniversary of the Effective Date, [***] psig; and then (ii) as of the 3rd anniversary of the Effective Date through end of the Agreement, [***] psig; and

b.    that tie into the Moore Gathering System which are substantially located in Moore County (the “Moore Sour Gas Area”). For the Moore Sour Gas Area the Maximum Allowable Pressure shall be: (i) as of July 1, 2013 through the 3^rd anniversary of the Effective Date, [***] psig; and then (ii) as of the 3^rd anniversary of the Effective Date through end of the Agreement, [***] psig.

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.