Common use of Factors for Redetermination Clause in Contracts

Factors for Redetermination. Gatherer and Producers acknowledge that the purposes for the inclusion by the Parties of the right to redetermine and adjust the Midcon Fees and PRP Fees under this Section 3 of Exhibit B are (i) to mitigate the high degree of uncertainty in forecasting (A) future capital expenditures (including capital expenditures related to rights of way, construction labor, maintenance, connections to or expansions or extensions of, or pipeline integrity costs, of the Midcon Gathering Systems and PRP Gathering Systems (hereinafter referred to as “Midcon and PRP Cap Ex”), (B) future compression expenses (whether capitalized or expensed) (including costs associated with rentals payments, standby fees, mobilization and demobilization, facility construction, environmental testing, pollution control equipment, permitting, acquisition of emissions allowances, maintenance, overhauls, and electricity facilities such as power lines and substations, but excluding electricity costs) (hereinafter referred to as “Midcon and PRP Compression Expense”), (C) the impact (positive or negative) on revenues realized by Gatherer related to Producers’ Gas and MV Mitigation Gas from varying Midcon Fees and PRP Fees (including varying Fees that result from changes in the Gas volume mix across Midcon Gathering Systems and PRP Gathering Systems that have varying system Fees) and (ii) to assure that after giving effect to the “True-Up Payment” (as defined herein) to be made in connection with the final Annual Redetermination and to the annual adjustments to the Midcon Fees and PRP Fees to be made as provided herein, the Midcon Fees and PRP Fees permit the Gatherer to achieve an acceptable return (expressed in terms of the unlevered, pre-income tax IRR to Gatherer) over the Midcon/PRP Redetermination Period on the actual increased or decreased cash flow as compared to cash flow forecasted as of the date of this Agreement as set forth on Schedule B8. The Parties shall as promptly as is commercially practicable on the first Business Day after each Annual Redetermination Period enter into discussions and negotiations to determine whether the Midcon Fees and PRP Fees should be

Factors for Redetermination. Gatherer and Producers acknowledge that the following are the principal purposes for the inclusion by the Parties of the right to redetermine and adjust the Midcon Fees and PRP Xxxxxxx Fees under this Section 3 of Exhibit B are A: (i) to mitigate the high degree of uncertainty in forecasting (A) future capital expenditures (including capital expenditures related to rights of rights-of-way, construction labor, maintenance, connections to or expansions or extensions of, or pipeline integrity costs, costs of the Midcon Xxxxxxx Gathering Systems and PRP Gathering Systems Systems) (hereinafter referred to as “Midcon and PRP Xxxxxxx Cap Ex”), (B) future compression expenses (whether capitalized or expensed) (including costs associated with rentals payments, standby fees, mobilization and demobilization, facility construction, environmental testing, pollution control equipment, emissions control equipment, permitting, acquisition of emissions allowances, maintenance, overhauls, and electricity facilities such as power lines and substations, but excluding electricity costs) (hereinafter referred to as “Midcon and PRP Xxxxxxx Compression Expense”), (C) the impact (positive or negative) on revenues realized by Gatherer related to Producers’ Gas and MV Mitigation Gas from varying Midcon Fees and PRP Xxxxxxx Fees (including varying Fees fee-tiers that result from changes in pressure at the Xxxxxxx Receipt Points or from changes in the Gas volume mix across Midcon Gathering Systems and PRP Xxxxxxx Gathering Systems that have varying system Feesfees) and (D) the impact on the timing of revenues realized by Gatherer as a result of shifts or accelerations in the Xxxxxxx Annual Minimum Volume commitment resulting from delays in completion of connections, Force Majeure or maintenance activities within the targeted time periods in accordance with this Exhibit A, and (ii) to assure that after giving effect to the “True-Up Payment” (as defined herein) to be made in connection with the final Annual Redetermination and to the annual adjustments to the Midcon Fees and PRP Fees to be made as provided herein, the Midcon Fees and PRP Xxxxxxx Fees permit the Gatherer to achieve an acceptable return (expressed in terms of the unlevered, pre-income tax IRR to Gatherer) over the Midcon/PRP Redetermination Minimum Volume Period on the actual and projected increased or decreased cash flow as compared to cash flow flows forecasted as of the date of this Agreement as set forth on Schedule B8A8. The Upon receipt by Producers or Gatherer of the First Xxxxxxx Redetermination Notice or the Second Xxxxxxx Redetermination Notice, the Parties shall as promptly thereafter as is commercially practicable on the first Business Day after each Annual Redetermination Period enter into discussions and negotiations to determine whether the Midcon Fees and PRP Fees should beto