FIRST AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT

Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]

Exhibit 10.2

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.

WITNESSETH

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:


1.	Article IX, FEES, Section 9.1 of the Agreement shall be amended by adding the following language to the end of the paragraph:

“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.”


2.	Article X, ALLOCATION AND DISPOSITION, of the Agreement shall be amended by adding the following Section 10.6 to the Agreement with the following language:

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 Xxxxx 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.


3.	Article XV, TERM AND DEDICATION, of the Agreement shall be amended by adding the following Section 15.4 to the Agreement with the following language:

15.4 Owner agrees to dedicate to the performance of this Agreement Gas produced from its current and future Xxxxx connected to the PVR Xxxxxxx Ranch and Superior Pipeline Texas L.L.C. (“Superior”) Xxxxxxxxx gathering systems for the term of the CTA or a subsequent replacement agreement. Gas produced from Xxxxx on the PVR Xxxxxxx Ranch shall be delivered to Gatherer via the Xxxx and/or Xxxxxxx delivery points. Gas produced from Xxxxx on the Superior Xxxxxxxxx gathering system shall be delivered to Gatherer at Gatherer’s Xxxxxx Compressor Station Receipt Point located in Section 00, Xxxxx 0, X&XX XX XX Xxxxxx, Xxxxxxxx Xxxxxx. Refer to Exhibit “B” for a list of dedicated Xxxxx on the PVR Xxxxxxx Ranch gathering system. Refer to Exhibit “C” for a list of dedicated Xxxxx 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.

BP AMERICA PRODUCTION COMPANY EAGLE ROCK FIELD SERVICES, L.P.

By its general partner, Eagle Rock Pipeline GP, LLC

By: /s/ Xxxxx X. Xxxxxx By: Xxxxx X. Xxx

Name: Xxxxx X. Xxxxxx Name: X. X. Xxx

Title: Attorney-in-Fact Title: SVP Midstream Business

Date: 8/1/2013 Date: 7/23/2013

Exhibit A

First Amendment to Gas Gathering And Processing Agreement

SECOND AMENDMENT

COMPRESSION AND TREATING AGREEMENT

This Second Amendment to the Compression and Treating Agreement (hereinafter referred to as “Amendment”) is made and entered into as of July 1, 2013, by and between Seminole Gas Company, L.L.C. (hereinafter referred to as “Seminole”) and Eagle Rock Field Services, L.P. (hereinafter referred to as “Eagle Rock”). Seminole and Eagle Rock may be referred to individually as a “Party” or collectively as the “Parties”.

WHEREAS, Seminole and Eagle Rock (as successor to BP America Production Company, are parties to that certain Compression and Treating Agreement, dated October 1, 2005 (the “Master Agreement”);

WHERAS, Exhibit A to the Master Agreement was previously amended, commencing effective October 1, 2008 (the “First Amendment”); and

WHEREAS, Seminole and Eagle Rock wish to amend the Master Agreement, as amended, in the manner specified below.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which each Party hereby acknowledges, Seminole and Eagle Rock hereby agree to amend the Master Agreement as follows:


1.	Exhibit “A

The attached Second Amended Exhibit “A” shall hereby replace and supersede Exhibit “A”, as previously amended under the First Amendment, in its entirety.


2.	Delivery Points

The Parties herby agree that Gas will no longer be compressed and treated under the Master Agreement at the 13-73 Delivery Point.


3.	Term

The Parties hereby agree to extend the Term of the Agreement, commencing July 1, 2013, for a period of three (3) years, and year to year thereafter until terminated, such termination to be effective at the end of such three (3) year extension or any year thereafter by either Party giving at least six (6) Months prior written notice to the other Party


4.	Performance

Seminole hereby guarantees that the services described and to be provided under the Master Agreement and as amended herein will be mechanically available 95% of the time beginning after the first thirty (30) days of operation. In the event the mechanical availability is less than 95% when averaged over a one (1) month

period, a penalty will be assessed against Seminole whereby the monthly compression and Treating Fee will be determined by multiplying the normal monthly compression by the percentage of time the equipment was available and dividing that product by 95%. To be eligible for the penalty described herein, Eagle Rock must make a written request for credit with substantiation of the downtime within thirty (30) days after the period in which this performance guarantee is not met. Downtime to the extent resulting from the following causes is exempt from this guarantee:


•	for the convenience of Eagle Rock;


•	for routine maintenance and inspection, limited to four (4) hours per month per compression unit;


•	because of the unavailability of gas;


•	because of free liquids and/or solids in the gas stream


•	because of high discharge pipeline pressures


•	because of Eagle Rock negligence;


•	because of regulatory restrictions imposed on Seminole that arise for changes the gas composition;


•	because of events outside the control of Seminole that are not related to the Xxxxxxx Ranch Facilities;

Except as amended or modified by this Second Amendment, the Master Agreement, and each of its terms and provisions, shall remain in full force and effect.

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


Seminole Gas Company, L.L.C.	Eagle Rock Field Services, L.P.

________________________________ ______________________________

Name: _________________________ Name: _______________________

Title: __________________________ Title: ________________________

SECOND AMENDED EXHIBIT “A”

COMPRESSION AND TREATING AGREEMENT

Between

Eagle Rock Field Services, L.P.

And

Seminole Gas Company, L.L.C.

Delivery Point

Inlet of the compressor unit located at the 16-65 Delivery point, Section 167, Blk C, H&M Survey, Xxxxxxx County, Texas

Maximum Daily Pressures and Volumes

Inlet Pressure [***] psig Max Volume - [***] Mcf per day (Seminole East)

Minimum Inlet Pressure

Inlet pressure shall never be at a vacuum or measured at the inlet side of Seminole’s compressor.

Maximum Outlet Pressure

Outlet pressure shall be [***] psig as measured at the outlet of Seminole’s treating facility.

Compression and Treating Fee

Seminole will be paid a monthly Compression and Treating Fee commencing on the 1^st day of July, 2013, continuing during the Term of this Agreement. The monthly Compression and Treating Fee will be $[***]. Eagle Rock further agrees to pay for water hauling services from the 16-65 Delivery Point. The service for the water hauling will be added to the monthly compressor and treating statement billed monthly to Eagle Rock.

Exhibit B

First Amendment to Gas Gathering And Processing Agreement

Effective July 1, 2013

Dedicated Xxxxx on PVR Xxxxxxx Ranch Gathering System



PVR Meter Number	BP Meter Number	Well Name	Gatherer Receipt Point
70,134		Lips B#9	Xxxx
658,314	5,542	Kan City Min Xxx CO GU/A/2AL	Xxxxxxx
195,487	79,120	XxXxxx Gas Unit #2	Xxxxxxx
70,003	80,237	Xxxxxxxx Unit #3	Xxxxxxx
195,464	70,726	Xxxxxxx Unit #2	Xxxxxxx
195,482	76,833	Xxxxxxx Unit #3	Xxxxxxx
70,022	310,585	Xxxxxxxx, E.S.F. #3	Xxxxxxx
70,035	311,267	Xxxxxxx 2 - #1	Xxxxxxx
195,350	22	Austin Unit #2	Xxxx
195,082	650	Xxxxxx, Xxxxxxx #1	Xxxxxxx
195,436	65,133	Austin Unit #3	Xxxx
195,477	74,528	Xxxxxx, Xxxxxxx #2	Xxxxxxx
195,488	78,829	Xxxx Unit /B/#4	Xxxxxxx
195,497	78,902	Xxxxxx, Xxxxxxx #3	Xxxxxxx
70,001	80,091	Austin Unit #4	Xxxx
195,344	320	Xxxxxxx Unit /F/#2	Xxxxxxx
195,076	490	Xxxxxxx Unit /D/#1	Xxxxxxx
195,123	4,690	Xxxxxxx Unit /F/#1	Xxxxxxx
70,007	310,580	Xxxxx, Xxxxxx #1	Xxxx
195,372	126	Lips Ranch /B/#26	Xxxx
195,418	140	Xxxxxxx /B/13	Xxxx
195,044	322	Lips Ranch /B/#1	Xxxx
195,081	4,700	Lips Ranch /B/#15	Xxxx
195,099	5,009	Lips Ranch /B/#11	Xxxx
195,420	49,872	Lips Ranch /B/#11-31	Xxxx
195,439	49,876	Lips Ranch /B/#15-35	Xxxx
195,423	65,463	Lips Ranch /B/#15-32	Xxxx
195,467	71,203	Lips Ranch /B/#11-48	Xxxx
195,472	72,253	Lips Ranch /B/#13-47	Xxxx
70,041	312,375	Xxxxxxx /B/#13-64	Xxxx
658,310	3,932	Lips Ranch /B/#8	Xxxx
195,486	77,867	Lips Ranch /B/#8-49	Xxxx
195,109	132	Lips Ranch /B/#19	Xxxx
195,080	134	Lips Ranch /B/#17	Xxxx
195,411	138	Lips Ranch /B/#14	Xxxx
658,313	3,934	Lips Ranch /B/#25	Xxxx
195,337	3,960	Lips Ranch /B/#17-23	Xxxx
195,424	49,483	Lips Ranch /B/#8-36	Xxxx
195,446	65,458	Lips Ranch /B/#14-40	Xxxx



195,484	77,644	Lips Ranch /B/#19-59	Xxxx
195,485	77,760	Lips Ranch /B/#17-53 (COMM.)	Xxxx
70,008	81,689	Xxxxxxxx, E.S.F. #1	Xxxxxxx
70,011	82,199	Xxxxxxx /D/#2-157	Xxxx
70,020	87,859	Xxxxxxx /D/#2-170	Xxxxxxx
70,026	308,509	Xxxxxxxx, E.S.F. #5 UT	Xxxxxxx
70,030	309,991	Xxxxxxx /D/#1-172	Xxxx
195,419	146	Lips Ranch /B/#3	Xxxx
195,412	000	Xxxxxxx X #4	Xxxx
195,431	48,370	Lips Ranch /B/#4-33 L	Xxxx
195,440	48,939	Lips Ranch /B/#3-39	Xxxx
195,421	48,966	Lips Ranch /B/#4-37	Xxxx
195,438	65,445	Lips Ranch /B/#12-38	Xxxx
195,454	67,480	Lips Ranch /B/#1-41 L	Xxxx
195,457	67,495	Lips Ranch /B/#3-43 L	Xxxx
195,468	73,003	Xxxxxxx B 4-52	Xxxx
195,490	78,466	Lips Ranch /B/#4-60	Xxxx
70,033	310,579	Xxxxxxxx #4-4	Xxxx
195,096	324	XxXxxxxx, X X, /B/ #1	Xxxx
195,422	65,473	XxXxxxxx, X X, /B/ #2	Xxxx
195,432	65,476	XxXxxxxx, X X, /B/ #3	Xxxx
195,078	142	Lips Ranch /B/ #12	Xxxx
658,440	48,636	Lips Ranch /B/ #9-30	Xxxx
70,004	80,782	Xxxxxxx /C/ #1 (Xxxxxx)	Xxxxxxx
70,017	85,841	Xxxxxxx /C/ #2	Xxxxxxx
35,052	735	Xxxxxxx Unit #1	Xxxxxxx
35,061	667	Xxxx Unit /B/#1	Xxxxxxx
52,240	100	XxXxxxxx, X X, /A/15#2	Xxxx

Exhibit C

First Amendment to Gas Gathering And Processing Agreement

Effective July 1, 2013

Dedicated Xxxxx on Superior Xxxxxxxxx Gathering System



Meter Number	Well Name	Owner Working Interest	Gatherer Receipt Point
77,895	Xxxxxxxxx Gas Unit #1	87.500014%	Xxxxxx Compressor Station
77,897	Xxxxxxxxx Gas Unit #2	87.500014%	Xxxxxx Compressor Station
77,898	Xxxxxxxxx Gas Unit #3	87.500054%	Xxxxxx Compressor Station
77,899	Xxxxxxxxx Gas Unit #4	87.500054%	Xxxxxx Compressor Station
77,900	Xxxxxxxxx Gas Unit #5L	87.500054%	Xxxxxx Compressor Station
78,015	Xxxxxxxxx Gas Unit #5U	87.500054%	Xxxxxx Compressor Station
77,901	Xxxxxxxxx Gas Unit #6L	87.500014%	Xxxxxx Compressor Station
78,016	Xxxxxxxxx B 6U	87.5%	Xxxxxx Compressor Station
77,903	Xxxxxxxxx Gas Unit #7L	87.500014%	Xxxxxx Compressor Station
77,902	Xxxxxxxxx Gas Unit #7U	87.500014%	Xxxxxx Compressor Station
77,904	Xxxxxxxxx Gas Unit #8	87.500014%	Xxxxxx Compressor Station

Exhibit D

First Amendment to Gas Gathering And Processing Agreement

Effective July 1, 2013

Dedicated Xxxxx on PVR Natural Gas Gathering System



Meter Number	Well Name
313,295	Xxxxxxx B-13-73
313,613	Xxxxxxx B-16-79
313,618	Xxxxxxx B-3-71
313,625	Xxxxxxx B-16-65
313,627	Xxxxxxx B-5-77
313,641	Xxxxxxx B-5-76
313,653	Xxxxxxx B-5-78
313,012	Xxxxxxx D-22-2
667	Xxxx B-46-1
420,204	Xxxxxxx B 9
310,893	Xxxxxxx B-14-61
313,615	Xxxxxxx B-16-44
313,616	Xxxxxxx B-5-45
313,620	Xxxxxxx B-22
313,621	Xxxxxxx B-21
313,622	Xxxxxxx B-5-29
313,623	Xxxxxxx B-14-34
313,624	Xxxxxxx B-28

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FIRST AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT

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